Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Aug. 01, 2016 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | XOMA Corp | |
Entity Central Index Key | 791,908 | |
Current Fiscal Year End Date | --12-31 | |
Entity Well-known Seasoned Issuer | No | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 120,583,797 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2016 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 | [1] |
Current assets: | |||
Cash and cash equivalents | $ 33,854 | $ 65,767 | |
Marketable securities | 442 | 496 | |
Trade and other receivables, net | 959 | 4,069 | |
Prepaid expenses and other current assets | 1,070 | 1,887 | |
Total current assets | 36,325 | 72,219 | |
Property and equipment, net | 1,577 | 1,997 | |
Other assets | 664 | 664 | |
Total assets | 38,566 | 74,880 | |
Current liabilities: | |||
Accounts payable | 5,046 | 6,831 | |
Accrued and other liabilities | 5,737 | 7,025 | |
Deferred revenue | 1,024 | 3,198 | |
Interest bearing obligations – current | 12,138 | 5,910 | |
Accrued interest on interest bearing obligations – current | 288 | 331 | |
Total current liabilities | 24,233 | 23,295 | |
Interest bearing obligations – non-current | 34,386 | 42,757 | |
Contingent warrant liabilities | 269 | 10,464 | |
Other liabilities – non-current | 123 | 673 | |
Total liabilities | 59,011 | 77,189 | |
Commitments and Contingencies (Note 10) | |||
Stockholders’ deficit: | |||
Preferred stock, $0.05 par value, 1,000,000 shares authorized, 0 issued and outstanding at June 30, 2016 and December 31, 2015 | |||
Common stock, $0.0075 par value, 277,333,332 shares authorized, 120,583,797 and 119,045,592 shares issued and outstanding at June 30, 2016 and December 31, 2015, respectively | 904 | 893 | |
Additional paid-in capital | 1,142,313 | 1,136,881 | |
Accumulated comprehensive loss | (54) | ||
Accumulated deficit | (1,163,608) | (1,140,083) | |
Total stockholders’ deficit | (20,445) | (2,309) | |
Total liabilities and stockholders’ deficit | $ 38,566 | $ 74,880 | |
[1] | The condensed consolidated balance sheet as of December 31, 2015 has been derived from the audited consolidated financial statements as of that date included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015. |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) (Parenthetical) - $ / shares | Jun. 30, 2016 | Dec. 31, 2015 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.05 | $ 0.05 |
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0075 | $ 0.0075 |
Common stock, shares authorized (in shares) | 277,333,332 | 277,333,332 |
Common stock, shares issued (in shares) | 120,583,797 | 119,045,592 |
Common stock, shares outstanding (in shares) | 120,583,797 | 119,045,592 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Revenues: | ||||
License and collaborative fees | $ 275 | $ 945 | $ 2,766 | $ 1,207 |
Contract and other | 168 | 1,594 | 1,639 | 3,983 |
Total revenues | 443 | 2,539 | 4,405 | 5,190 |
Operating expenses: | ||||
Research and development | 13,703 | 19,692 | 27,313 | 39,696 |
Selling, general and administrative | 4,779 | 5,060 | 9,084 | 10,280 |
Restructuring | (21) | 15 | ||
Total operating expenses | 18,461 | 24,752 | 36,412 | 49,976 |
Loss from operations | (18,018) | (22,213) | (32,007) | (44,786) |
Other income (expense): | ||||
Interest expense | (1,007) | (1,007) | (2,009) | (2,123) |
Other income (expense), net | 602 | (363) | 296 | 1,648 |
Revaluation of contingent warrant liabilities | 3,263 | (176) | 10,195 | (216) |
Net loss | $ (15,160) | $ (23,759) | $ (23,525) | $ (45,477) |
Basic and diluted net loss per share of common stock | $ (0.13) | $ (0.20) | $ (0.20) | $ (0.39) |
Shares used in computing basic and diluted net loss per share of common stock | 120,448 | 117,540 | 120,008 | 116,870 |
Other comprehensive loss: | ||||
Net loss | $ (15,160) | $ (23,759) | $ (23,525) | $ (45,477) |
Net unrealized loss on marketable securities | (12) | (54) | ||
Comprehensive loss | $ (15,172) | $ (23,759) | $ (23,579) | $ (45,477) |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | ||
Cash flows used in operating activities: | |||
Net loss | $ (23,525) | $ (45,477) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation | 418 | 902 | |
Common stock contribution to 401(k) | 785 | 986 | |
Stock-based compensation expense | 4,471 | 6,354 | |
Revaluation of contingent warrant liabilities | (10,195) | 216 | |
Amortization of debt issuance costs, debt discount and final payment fee on debt | 716 | 656 | |
Loss on loan extinguishment | 429 | ||
Unrealized loss (gain) on foreign currency exchange | 249 | (1,571) | |
Other | 46 | 6 | |
Changes in assets and liabilities: | |||
Trade and other receivables, net | 3,110 | 660 | |
Prepaid expenses and other current assets | 881 | (258) | |
Accounts payable and accrued liabilities | (3,070) | (3,954) | |
Accrued interest on interest bearing obligations | 153 | 210 | |
Deferred revenue | (2,181) | (342) | |
Other liabilities | (500) | 556 | |
Net cash used in operating activities | (28,642) | (40,627) | |
Cash flows from investing activities: | |||
Proceeds from sale of property and equipment | 45 | ||
Purchase of property and equipment | (31) | (406) | |
Net cash provided by (used in) investing activities | 14 | (406) | |
Cash flows from financing activities: | |||
Proceeds from issuance of common stock, net of issuance costs | 45 | 211 | |
Proceeds from exercise of warrants | 1 | ||
Proceeds from issuance of long term debt | 20,000 | ||
Debt issuance costs and loan fees | (512) | ||
Principal payments ─ debt | (3,271) | (6,128) | |
Principal payments ─ capital lease | (57) | ||
Net cash (used in) provided by financing activities | (3,283) | 13,572 | |
Effect of exchange rate changes on cash | (2) | (27) | |
Net decrease in cash and cash equivalents | (31,913) | (27,488) | |
Cash and cash equivalents at the beginning of the period | 65,767 | [1] | 78,445 |
Cash and cash equivalents at the end of the period | 33,854 | 50,957 | |
Supplemental Cash Flow Information: | |||
Cash paid for interest | 1,127 | 792 | |
Non-cash financing activities: | |||
Reclassification of contingent warrant liability to equity upon exercise of warrants | (3,088) | ||
Interest added to principal balance on long-term debt | $ 194 | 159 | |
Issuance of common stock warrants in connection with Hercules Term Loan | $ 450 | ||
[1] | The condensed consolidated balance sheet as of December 31, 2015 has been derived from the audited consolidated financial statements as of that date included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015. |
Description of Business
Description of Business | 6 Months Ended |
Jun. 30, 2016 | |
Description Of Business [Abstract] | |
Description of Business | 1. Description of Business XOMA Corporation (“XOMA” or the “Company”), a Delaware corporation, combines a portfolio of five product candidates to treat diseases within the endocrine therapeutic area. The Company’s clinical development portfolio includes candidates from the XMet platform, which consists of several Selective Insulin Receptor Modulator (“SIRM”) antibodies that could offer new approaches in the treatment of metabolic diseases. The lead compound from the XMet platform, XOMA 358, is a fully human monoclonal negative allosteric modulating antibody that binds to insulin receptors and attenuates insulin action. XOMA is investigating this compound as a novel treatment for non-drug-induced, endogenous hyperinsulinemic hypoglycemia (low blood glucose caused by excessive insulin produced by the body). XOMA 358 is currently in Phase 2 proof-of-concept (“POC”) studies for congenital hyperinsulinism and patients who experience hyperinsulinism following bariatric surgery. The second compound from the XMet platform is XOMA 129, a fragment derived from the XOMA 358 antibody, which could be a treatment to reverse severe acute hypoglycemia , The Company announced the closure of its gevokizumab Phase 3 study in pyoderma gangrenosum in March 2016, and on March 25, 2016, the termination of XOMA’s collaboration agreement with Les Laboratories Servier (“Servier”) became effective (see Note 4). Liquidity and Management Plans The Company has incurred operating losses since its inception and had an accumulated deficit of $1.2 billion at June 30, 2016. Management expects operating losses and negative cash flows to continue for the foreseeable future. As of June 30, 2016, the Company had $34.3 million in cash, cash equivalents and marketable securities, which is available to fund future operations. Taking into account the repayment of its outstanding debt classified within current liabilities on the Company’s condensed consolidated balance sheet as of June 30, 2016, the Company anticipates that it will be required to obtain funds from license and collaboration agreements or seek additional equity or debt financing to fund its operations through the next 12 months. It is unclear if any such transactions will occur, and if they will be on satisfactory terms. If the Company is unable to achieve the level of funds from licensing and collaboration agreements or obtain external financing in the second half of 2016, as contemplated in its operating plan, the Company has plans to implement certain cost cutting actions to reduce its working capital requirements commencing in the fourth quarter of 2016. Consistent with the actions the Company has taken in the past, it will take the necessary and appropriate steps to enable the continued operation of the business and preservation of the value of its assets for the next 12 months, including taking actions such as the out-licensing or sale of non-strategic assets, reducing personnel-related costs, curtailing the Company’s development activities and reducing other expenditures that are within the Company’s control. These reductions in expenditures, if implemented, may have an adverse impact on the Company’s ability to achieve certain of its planned objectives. The Company’s ability to raise additional capital in the equity and debt markets, should the Company choose to do so, is dependent on a number of factors, including, but not limited to, the market demand for the Company’s common stock or debt, which itself is subject to a number of pharmaceutical development and business risks and uncertainties, as well as the uncertainty that the Company would be able to raise such additional capital at a price or on terms that are favorable to the Company. |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies | 2. Basis of Presentation and Significant Accounting Policies Basis of Presentation The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions among consolidated entities were eliminated upon consolidation. The unaudited consolidated financial statements were prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. As permitted under those rules certain footnotes or other financial information can be condensed or omitted. These financial statements and related disclosures have been prepared with the assumption that users of the interim financial information have read or have access to the audited consolidated financial statements for the preceding fiscal year. Accordingly, these statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, filed with the U.S. Securities and Exchange Commission (“SEC”) on March 9, 2016. These 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 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. Use of Estimates The preparation of financial statements in conformity with GAAP in the United States requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosures. On an on-going basis, management evaluates its estimates including, but not limited to, those related to contingent warrant liabilities, revenue recognition, debt amendments, research and development expense, long-lived assets, legal contingencies, derivative instruments and stock-based compensation. The Company bases its estimates on historical experience and on various other market-specific and other relevant assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ significantly from these estimates, such as the Company’s billing under government contracts and the Company’s accrual for clinical trial expenses. Under the Company’s contracts with the National Institute of Allergy and Infectious Diseases (“NIAID”), a part of the National Institutes of Health (“NIH”), the Company billed using NIH provisional rates and thus is subject to future audits at the discretion of NIAID’s contracting office. These audits can result in an adjustment to revenue previously reported which potentially could be significant. In March 2016, the Company effected the novation of its remaining active contract with NIAID to Nanotherapeutics, Inc. (“Nanotherapeutics”) (see Note 6). The billings made prior to the effective date of the novation of such contract are still subject to future audits, which may result in significant adjustments to reported revenues. The Company’s accrual for clinical trials is based on estimates of the services received and efforts expended pursuant to contracts with clinical trial centers and clinical research organizations. Revenue Recognition Revenue is recognized when the four basic criteria of revenue recognition are met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the fee is fixed or determinable; and (4) collectability is reasonably assured. The determination of criteria (2) is based on management’s judgments regarding whether a continuing performance obligation exists. The determination of criteria (3) and (4) are based on management’s judgments regarding the nature of the fee charged for products or services delivered and the collectability of those fees. Allowances are established for estimated uncollectible amounts, if any. The Company recognizes revenue from its license and collaboration arrangements, contract services, product sales and royalties. Revenue arrangements with multiple elements are divided into separate units of accounting if certain criteria are met, including whether the delivered element has stand-alone value to the customer and whether there is objective and reliable evidence of the fair value of the undelivered items. Each deliverable in the arrangement is evaluated to determine whether it meets the criteria to be accounted for as a separate unit of accounting or whether it should be combined with other deliverables. In order to account for the multiple-element arrangements, the Company identifies the deliverables included within the arrangement and evaluates which deliverables represent separate units of accounting. Analyzing the arrangement to identify deliverables requires the use of judgment, and each deliverable may be an obligation to deliver services, a right or license to use an asset, or another performance obligation. The consideration received is allocated among the separate units of accounting based on their respective fair values and the applicable revenue recognition criteria are applied to each of the separate units. Advance payments received in excess of amounts earned are classified as deferred revenue until earned. License and Collaborative Fees Revenue from non-refundable up-front license, technology access or other payments under license and collaborative agreements where the Company has a continuing obligation to perform is recognized as revenue over the estimated period of the continuing performance obligation. The Company estimates the performance period at the inception of the arrangement and reevaluates it each reporting period. Management makes its best estimate of the period over which it expects to fulfill the performance obligations, which may include clinical development activities. Given the uncertainties of research and development collaborations, significant judgment is required to determine the duration of the performance period. This reevaluation may shorten or lengthen the period over which the remaining revenue is recognized. Changes to these estimates are recorded on a prospective basis. License and collaboration agreements with certain third parties also provide for contingent payments to be paid to XOMA based solely upon the performance of the partner. For such contingent payments, revenue is recognized upon completion of the milestone event, once confirmation is received from the third party, provided collection is reasonably assured and the other revenue recognition criteria have been satisfied. Milestone payments that are not substantive or that require a continuing performance obligation on the part of the Company are recognized over the expected period of the continuing performance obligation. Amounts received in advance are recorded as deferred revenue until the related milestone is completed. Payment related to an option to purchase the Company’s commercialization rights is considered substantive if, at the inception of the arrangement, the Company is at risk as to whether the collaboration partner will choose to exercise the option. Factors that the Company considers in evaluating whether an option is substantive include the overall objective of the arrangement, the benefit the collaborator might obtain from the arrangement without exercising the option, the cost to exercise the option and the likelihood that the option will be exercised. For arrangements under which an option is considered substantive, the Company does not consider the item underlying the option to be a deliverable at the inception of the arrangement and the associated option fees are not included in allocable arrangement consideration, assuming the option is not priced at a significant and incremental discount. Conversely, for arrangements under which an option is not considered substantive or if an option is priced at a significant and incremental discount, the Company would consider the item underlying the option to be a deliverable at the inception of the arrangement and a corresponding amount would be included in allocable arrangement consideration. Contract and Other Revenues Contract revenue for research and development involves the Company providing research and development services to collaborative partners, biodefense contractors or others. Cost reimbursement revenue under collaborative agreements is recorded as contract and other revenues and is recognized as the related research and development costs are incurred, as provided for under the terms of these agreements. Revenue for certain contracts is accounted for by a proportional performance, or output-based, method where performance is based on estimated progress toward elements defined in the contract. The amount of contract revenue and related costs recognized in each accounting period are based on management’s estimates of the proportional performance during the period. Adjustments to estimates based on actual performance are recognized on a prospective basis and do not result in reversal of revenue should the estimate to complete be extended. Up-front fees associated with contract revenue are recorded as license and collaborative fees and are recognized in the same manner as the final deliverable, which is generally ratably over the period of the continuing performance obligation. Given the uncertainties of research and development collaborations, significant judgment is required to determine the duration of the arrangement. Royalty revenue and royalty receivables are recorded in the periods these royalty amounts are earned, if estimable and collectability is reasonably assured. The royalty revenue and receivables recorded in these instances are based upon communication with collaborative partners or licensees, historical information and forecasted sales trends. Research and Development Expenses The Company expenses research and development costs as incurred. Research and development expenses consist of direct costs such as salaries and related personnel costs, and material and supply costs, and research-related allocated overhead costs, such as facilities costs. In addition, research and development expenses include costs related to clinical trials. From time to time, research and development expenses may include upfront fees and milestones paid to collaborative partners for the purchase of rights to in-process research and development. Such amounts are expensed as incurred. The Company’s accrual for clinical trials is based on estimates of the services received and efforts expended pursuant to contracts with clinical trial centers and clinical research organizations. The Company may terminate these contracts upon written notice and is generally only liable for actual effort expended by the organizations to the date of termination, although in certain instances the Company may be further responsible for termination fees and penalties. The Company makes estimates of its accrued expenses as of each balance sheet date based on the facts and circumstances known to the Company at that time. Expenses resulting from clinical trials are recorded when incurred based, in part on estimates as to the status of the various trials. 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 Option Pricing Model (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 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 United States Treasury zero-coupon issues corresponding to the expected term of the award. The valuation of restricted stock units (“RSUs”) is determined at the date of grant using the Company’s closing stock price. To establish an estimate of forfeiture rate, the Company considers its historical experience of option forfeitures and terminations. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from estimates. Warrants The Company has issued warrants to purchase shares of its common stock in connection with financing and other business activities. The Company accounts for some of these warrants as a liability at estimated fair value and others as equity at estimated fair value. The fair value of the outstanding warrants is estimated using the Black-Scholes Model. The Black-Scholes Model requires inputs such as the expected term of the warrants, expected volatility and risk-free interest rate. These inputs are subjective and require significant analysis and judgment to develop. For the estimate of the expected term, the Company uses the full remaining contractual term of the warrant. The Company determines the expected volatility assumption in the Black-Scholes Model based on historical stock price volatility observed on XOMA’s underlying stock. The assumptions associated with contingent warrant liabilities are reviewed each reporting period and changes in the estimated fair value of these contingent warrant liabilities are recognized in revaluation of contingent warrant liabilities within the condensed consolidated statements of comprehensive loss. Net Loss per Share of Common Stock Basic net loss per share of common stock is based on the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share of common stock is based on the weighted average number of shares outstanding during the period, adjusted to include the assumed exercise of certain stock options, RSUs, and warrants for common stock. The calculation of diluted loss per share of common stock requires that, to the extent the average market price of the underlying shares for the reporting period exceeds the exercise price of the warrants and the presumed exercise of such securities are dilutive to earnings (loss) per share of common stock for the period, adjustments to net income or net loss used in the calculation are required to remove the change in fair value of the warrants for the period. Likewise, adjustments to the denominator are required to reflect the related dilutive shares. Concentration of Risk Cash equivalents, marketable securities and receivables are financial instruments, which potentially subject the Company to concentrations of credit risk, as well as liquidity risk for certain cash equivalents, such as money market funds. The Company has not encountered any such liquidity issues during 2016. The Company has not experienced any significant credit losses and does not generally require collateral on receivables. For the three months ended June 30, 2016, two customers represented 56% and 15% of total revenues. For the six months ended June 30, 2016, three customers represented 34%, 25% and 21% of total revenues. For the three and six months ended June 30, 2015, two customers represented 48% and 21%, and 60% and 23% of total revenues, respectively. As of June 30, 2016, three customers represented 62%, 12% and 11% of the accounts receivable balance. As of December 31, 2015, four customers represented 39%, 25%, 18% and 10% of the trade and other receivables balance. Recent Accounting Pronouncements In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-09, Compensation-Stock Compensation (Topic 718) Improvements to Employee Share-Based Payment Accounting In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326) |
Condensed Consolidated Financia
Condensed Consolidated Financial Statements Detail | 6 Months Ended |
Jun. 30, 2016 | |
Condensed Consolidated Financial Statements Detail [Abstract] | |
Condensed Consolidated Financial Statements Detail | 3. Condensed Consolidated Financial Statements Detail Cash and Cash Equivalents As of June 30, 2016, cash and cash equivalents consisted of demand deposits of $5.8 million and money market funds of $28.1 million with maturities of less than 90 days at the date of purchase. As of December 31, 2015, cash and cash equivalents consisted of demand deposits of $23.2 million and money market funds of $42.6 million with maturities of less than 90 days at the date of purchase. Marketable Securities At June 30, 2016 and December 31, 2015, marketable securities consisted of an investment in the common stock of a public entity of $0.4 million and $0.5 million, respectively. The Company had an unrealized loss of $0.1 million associated with its marketable securities as of June 30, 2016. At each reporting date, the Company performs an evaluation of its equity securities to determine if unrealized losses are other-than-temporary. In performing this assessment, the Company determines whether it expects the security to recover in the near term and considers its ability and intent to hold the security until anticipated recovery. This determination considers the duration and severity of the impairment and the financial condition of the investment as well as the Company’s ability to hold the investment until a recovery of fair value. As of June 30, 2016, the Company determined that the unrealized loss for its marketable securities is not an other-than-temporary impairment. Accrued and Other Liabilities Accrued and other liabilities consisted of the following (in thousands): June 30, December 31, 2016 2015 Accrued payroll and other benefits $ 1,627 $ 2,156 Accrued clinical trial costs 1,451 406 Accrued incentive compensation 915 2,609 Deferred rent 757 608 Accrued legal and accounting fees 299 517 Other 688 729 Total $ 5,737 $ 7,025 Net Loss Per Share of Common Stock Potentially dilutive securities are excluded from the calculation of diluted net loss per share of common stock if their inclusion is anti-dilutive. The following table shows the weighted-average outstanding securities considered anti-dilutive and therefore excluded from the computation of diluted net loss per share of common stock (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Common stock options and RSUs 9,345 8,362 9,476 7,850 Warrants for common stock 18,331 19,087 18,280 19,087 Total 27,676 27,449 27,756 26,937 |
Collaborative and Other Agreeme
Collaborative and Other Agreements | 6 Months Ended |
Jun. 30, 2016 | |
Collaborative And Other Agreements [Abstract] | |
Collaborative and Other Agreements | 4. Collaborative and Other Agreements Servier In December 2010, the Company entered into a license and collaboration agreement (“Collaboration Agreement”) with Servier, to jointly develop and commercialize gevokizumab in multiple indications. Under the terms of the agreement, Servier had worldwide rights to cardiovascular disease and diabetes indications and had rights outside the United States and Japan to all other indications, including non-infectious intermediate, posterior or pan-uveitis (“NIU”), Behçet’s disease uveitis, pyoderma gangrenosum, and other inflammatory and oncology indications. Under the Collaboration Agreement, Servier funded all activities to advance the global clinical development and future commercialization of gevokizumab in cardiovascular-related diseases and diabetes. Also, Servier funded the first $50.0 million of gevokizumab global clinical development and chemistry, manufacturing and controls expenses related to the three pivotal clinical trials under the EYEGUARD program. All remaining expenses related to these three pivotal clinical trials were shared equally between Servier and the Company. For the three months ended June 30, 2016 and 2015, the Company recorded revenue of zero and $0.3 million, respectively, from this Collaboration Agreement. For the six months ended June 30, 2016 and 2015, the Company recorded $0.3 million and $0.9 million, respectively, from this Collaboration Agreement. On September 28, 2015, Servier notified XOMA of its intention to terminate the Collaboration Agreement, as amended in January 2015, and return the gevokizumab rights to XOMA. The termination, which became effective on March 25, 2016, did not result in a change to the maturity date of the Company’s loan with Servier. Prior to September 28, 2015, the Company had been amortizing the deferred revenue recorded upon issuance of the loan over the expected period of performance under the Collaboration Amendment to January 15, 2018, which was also the maturity date of the loan (see Note 8). As the Company is no longer required to provide services to Servier under the Collaboration Agreement, the Company recognized all remaining deferred revenue of $0.6 million from the date of notification to March 25, 2016. The final reconciliation of cost sharing under the collaboration is pending and may result in additional revenues or expenses to XOMA that may have a significant impact on the Company’s financial results. NIAID In October 2011, the Company announced that NIAID had awarded the Company a new contract under Contract No. HHSN272201100031C (the “NIAID Contract”) for up to $28.0 million over five years to develop broad-spectrum antitoxins for the treatment of human botulism poisoning. The contract work was being performed on a cost-plus-fixed-fee basis over the life of the contract and the Company was recognizing revenue under the arrangement as the services were performed on a proportional- performance basis. The Company recognized revenue of $25,000 and $1.2 million under this contract for the three months ended June 30, 2016 and 2015, respectively. The Company recognized revenue of $1.1 million and $2.9 million under this contract, for the six months ended June 30, 2016 and 2015, respectively. In March 2016, the Company effected a novation of the NIAID Contract to Nanotherapeutics. The novation was effected upon obtaining government approval to transfer the NIAID Contract to Nanotherapeutics pursuant to the asset purchase agreement executed in November 2015 (see Note 6). |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 5. 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 and cash equivalents, trade receivables 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 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 June 30, 2016 Using Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs (Level 1) (Level 2) (Level 3) Total Assets: Money market funds (1) $ 28,132 $ — $ — $ 28,132 Marketable securities 442 — — 442 $ 28,574 $ — $ — $ 28,574 Liabilities: Contingent warrant liabilities $ — $ — $ 269 $ 269 Fair Value Measurements at December 31, 2015 Using Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs (Level 1) (Level 2) (Level 3) Total Assets: Money market funds (1) $ 42,590 $ — $ — $ 42,590 Marketable securities 496 — — 496 Total $ 43,086 $ — $ — $ 43,086 Liabilities: Contingent warrant liabilities $ — $ — $ 10,464 $ 10,464 (1) Included in cash and cash equivalents During the six month period ended June 30, 2016, there were no transfers between Level 1, Level 2, or Level 3 assets or liabilities reported at fair value on a recurring basis and the valuation techniques used did not change compared to the Company’s established practice. The estimated fair value of the contingent warrant liabilities at June 30, 2016 and December 31, 2015, was determined using the Black-Scholes Model, which requires inputs such as the expected term of the warrants, volatility and risk-free interest rate. These inputs are subjective and generally require significant analysis and judgment to develop. The Company’s common stock price represents a significant input that affects the valuation of the warrants. The change in the estimated fair value is recorded as a gain or loss in the revaluation of contingent warrant liabilities line of the condensed consolidated statements of comprehensive loss. The estimated fair value of the contingent warrant liabilities was calculated using the following range of assumptions at June 30, 2016, and December 31, 2015: June 30, December 31, 2016 2015 Expected volatility 78% - 100% 166% - 183% Risk-free interest rate 0.28% - 0.41% 0.64% - 0.74% Expected term 0.44 - 0.69 0.94 - 1.19 The following table provides a summary of changes in the estimated fair value of the Company’s Level 3 financial liabilities for the six months ended June 30, 2016 (in thousands): Balance at December 31, 2015 $ 10,464 Decrease in estimated fair value of contingent warrant liabilities upon revaluation (10,195 ) Balance at June 30, 2016 $ 269 The estimated fair value of the Company’s outstanding interest-bearing obligations is estimated using the net present value of the payments, discounted at an interest rate that is consistent with market interest rates, which is a Level 2 input. The carrying amount and the estimated fair value of the Company’s outstanding interest-bearing obligations at June 30, 2016, and December 31, 2015, are as follows (in thousands): June 30, 2016 December 31, 2015 Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value Hercules term loan $ 20,052 $ 21,225 $ 19,653 $ 21,231 Novartis note 13,879 13,641 13,683 13,394 Servier loan 12,593 12,556 15,331 15,185 Total $ 46,524 $ 47,422 $ 48,667 $ 49,810 |
Disposition
Disposition | 6 Months Ended |
Jun. 30, 2016 | |
Dispositions [Abstract] | |
Disposition | 6. Disposition On November 4, 2015, XOMA and Nanotherapeutics entered into an asset purchase agreement (the “Purchase Agreement”), pursuant to which Nanotherapeutics agreed, subject to the terms and conditions set forth in the Purchase Agreement, to acquire XOMA’s biodefense business and related assets (including, subject to government approval, certain contracts with the U.S. government), and to assume certain liabilities of XOMA (the “Transaction”). As part of the Transaction, the parties, subject to the terms and conditions of the Purchase Agreement and the satisfaction of certain conditions, entered into an intellectual property license agreement (the “License Agreement”), pursuant to which XOMA agreed to license to Nanotherapeutics, subject to the terms and conditions set forth in the License Agreement, certain intellectual property rights related to the purchased assets. Under the License Agreement, the Company is eligible to receive contingent consideration up to a maximum of $4.5 million in cash and 23,008 shares of common stock of Nanotherapeutics, based upon Nanotherapeutics achieving certain specified future operational objectives. In addition, the Company is eligible to receive 15% royalties on net sales of any future Nanotherapeutics products covered by or involving the related patents or know-how. On March 17, 2016, the Company effected a novation of the NIAID Contract to Nanotherapeutics. On March 23, 2016, the Company completed the transfer of the NIAID Contract and certain related third-party service contracts and materials, and the grant of exclusive and non-exclusive licenses for certain of its patents and general know-how to Nanotherapeutics. The Company believes that the NIAID Contract and certain related third-party service contracts and materials related to the biodefense program transferred to Nanotherapeutics include a sufficient number of key inputs and processes necessary to generate output from a market participant’s perspective. Accordingly, the Company has determined that such assets qualify as a business. The Transaction had no impact on the Company’s consolidated financial statements as of, and for the six-month period ended, June 30, 2016. Any contingent consideration or royalties will be recognized in the condensed consolidated statements of comprehensive loss when received. |
Restructuring Charges
Restructuring Charges | 6 Months Ended |
Jun. 30, 2016 | |
Restructuring And Related Activities [Abstract] | |
Restructuring Charges | 7. Restructuring Charges On July 22, 2015, the Company announced that the Phase 3 EYEGUARD-B study of gevokizumab in patients with Behçet’s disease uveitis, run by Servier, did not meet the primary endpoint of increased time to first acute ocular exacerbation. Due to the results and the Company’s belief they would be predictive of results in its other EYEGUARD studies, in August 2015 XOMA announced its intention to end the EYEGUARD global Phase 3 program. On August 21, 2015, the Company, in connection with its efforts to lower operating expenses and preserve capital while continuing to focus on its endocrine product pipeline, implemented a restructuring plan (the “2015 Restructuring”) that included a workforce reduction resulting in the termination of 52 employees during the second half of 2015. During the three and six months ended June 30, 2016, the Company recorded a credit of $21,000 and a charge of $15,000, respectively, related to severance costs and contract termination costs resulting from the 2015 Restructuring. The outstanding restructuring liabilities are included in accrued and other liabilities on the condensed consolidated balance sheets. The components of the restructuring liabilities are shown below (in thousands): Employee Severance Contract and Other Benefits Termination Costs Total Balance at December 31, 2015 $ 343 $ 116 $ 459 Restructuring charges (14 ) 29 15 Cash payments (311 ) (145 ) (456 ) Balance at June 30, 2016 $ 18 $ — $ 18 |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 8. Long-Term Debt Novartis Note In May 2005, the Company executed a secured note agreement (the “Note Agreement”) with Novartis AG (“Novartis”), which was due and payable in full in June 2015. Under the Note Agreement, the Company borrowed semi-annually to fund up to 75% of the Company’s research and development and commercialization costs under its collaboration arrangement with Novartis, not to exceed $50.0 million in aggregate principal amount. Interest on the principal amount of the loan accrued at six-month LIBOR plus 2%, which was equal to 2.93% at June 30, 2016 and is payable semi-annually in June and December of each year. Additionally, the interest rate resets in June and December of each year. At the Company’s election, the semi-annual interest payments could be added to the outstanding principal amount, in lieu of a cash payment, as long as the aggregate principal amount did not exceed $50.0 million. The Company made this election for all interest payments. Loans under the Note Agreement were secured by the Company’s interest in its collaboration with Novartis, including any payments owed to it thereunder. Pursuant to the terms of the arrangement as restructured in November 2008, the Company did not make any additional borrowings under the Novartis note. In June 2015, the Company and Novartis Vaccines and Diagnostics, Inc. (“NVDI”) agreed to extend the maturity date of the Note Agreement from June 21, 2015, to September 30, 2015 (the “June 2015 Extension Letter”). On September 30, 2015, concurrent with the execution of a license agreement with Novartis International Pharmaceutical Ltd., XOMA and NVDI executed an amendment to the June 2015 Extension Letter (the “Secured Note Amendment”). Pursuant to the Secured Note Amendment, the parties further extended the maturity date of the June 2015 Extension Letter from September 30, 2015 to September 30, 2020, and eliminated the mandatory prepayment previously required to be made with certain proceeds of pre-tax profits and royalties. In addition, upon achievement of a specified development and regulatory milestone, the then-outstanding principal amount of the note will be reduced by $7.3 million rather than the Company receiving such amount as a cash payment. All other terms of the original Note Agreement remain unchanged. As of June 30, 2016 and December 31, 2015, the outstanding principal balance under this Secured Note Amendment was $13.9 million and $13.7 million, respectively, and was included in interest bearing obligations – long term in the accompanying consolidated balance sheets. Servier Loan Agreement In December 2010, in connection with the Collaboration Agreement entered into with Servier, the Company executed a loan agreement with Servier (the “Servier Loan Agreement”), which provided for an advance of up to €15.0 million. The loan was fully funded in January 2011, with the proceeds converting to approximately $19.5 million. The loan is secured by an interest in XOMA’s intellectual property rights to gevokizumab and its use in indications worldwide, excluding certain rights in the U.S. and Japan. Interest is calculated at a floating rate based on a Euro Inter-Bank Offered Rate (“EURIBOR”) and subject to a cap. The interest rate is reset semi-annually in January and July of each year. The interest rate for the initial interest period was 3.22% and has been reset semi-annually ranging from 1.95% to 3.83%. Interest for the six-month period from mid-July 2015 through mid-January 2016 was reset to 2.05%. Interest for the six-month period from mid-January 2016 through mid-July 2016 was reset to 1.95%. Interest is payable semi-annually. On January 9, 2015, Servier and the Company entered into Amendment No. 2 (“Loan Amendment”) to the Servier Loan Agreement initially entered into on December 30, 2010 and subsequently amended by a Consent, Transfer, Assumption and Amendment Agreement entered into as of August 12, 2013. The Loan Amendment extended the maturity date of the loan from January 13, 2016 to three tranches of principal to be repaid as follows: €3.0 million on January 15, 2016, €5.0 million on January 15, 2017, and €7.0 million on January 15, 2018. All other terms of the Loan Agreement remain unchanged. The loan will be immediately due and payable upon certain customary events of default. In January 2016, the Company made payments of €3.0 million in principal and €0.2 million in accrued interest to Servier. Upon initial issuance, the loan had a stated interest rate lower than the market rate based on comparable loans held by similar companies, which represents additional value to the Company. The Company recorded this additional value as a discount to the carrying value of the loan amount, at its fair value of $8.9 million. The fair value of this discount, which was determined using a discounted cash flow model, represents the differential between the stated terms and rates of the loan, and market rates. Based on the association of the loan with the Collaboration Agreement, the Company recorded the offset to this discount as deferred revenue. The loan discount is amortized to interest expense under the effective interest method over the remaining life of the loan. The loan discount balance at the time of the Loan Amendment was $1.9 million, which is being amortized over the remaining term of the Loan Amendment. The Company recorded non-cash interest expense resulting from the amortization of the loan discount of $0.2 million and $0.2 million, for the three months ended June 30, 2016 and 2015, respectively. The Company recorded non-cash interest expense resulting from the amortization of the loan discount of $0.3 million and $0.3 million, for the six months ended June 30, 2016 and 2015, respectively. At June 30, 2016 and December 31, 2015, the net carrying value of the loan was $12.6 million and $15.3 million, respectively. For the three and six months ended June 30, 2016, the Company recorded an unrealized foreign exchange loss of $17,000 and an unrealized foreign exchange gain of $20,000, respectively, related to the re-measurement of the loan discount. For the three and six months ended June 30, 2015, the Company recorded an unrealized foreign exchange gain of $35,000 and an unrealized foreign exchange loss of $0.2 million, respectively, related to the re-measurement of the loan discount. On September 28, 2015, Servier terminated the Collaboration Agreement with the required 180-day notice and none of the acceleration clauses were triggered; therefore, the termination of the Collaboration Agreement had no impact on the loan balance. The outstanding principal balance under this loan was $13.3 million and $16.4 million, using a euro to US dollar exchange rate of 1.110 and 1.091, as of June 30, 2016 and December 31, 2015, respectively. The Company recorded an unrealized foreign exchange gain of $0.3 million and an unrealized foreign exchange loss of $0.2 million for the three and six months ended June 30, 2016, respectively, related to the re-measurement of the loan. The Company recorded an unrealized foreign exchange loss of $0.4 million and an unrealized foreign exchange gain of $1.6 million for the three and six months ended June 30, 2015, respectively, related to the re-measurement of the loan. Hercules Term Loan On February 27, 2015 (“Closing Date”), the Company entered into a Loan and Security Agreement with Hercules Technology Growth Capital, Inc. (the “Hercules Term Loan”). The Hercules Term Loan has a variable interest rate that is the greater of either (i) 9.40% plus the prime rate as reported from time to time in The Wall Street Journal minus 7.25%, or (ii) 9.40%. The payments under the Hercules Term Loan were interest only until June 1, 2016. The interest-only period is followed by equal monthly payments of principal and interest amortized over a 30-month schedule through the scheduled maturity date of September 1, 2018. If the Company prepays the loan prior to the loan maturity date, it will pay Hercules a prepayment charge, based on a prepayment fee equal to 3.00% of the amount prepaid, if the prepayment occurs in any of the first 12 months following the Closing Date, 2.00% of the amount prepaid, if the prepayment occurs after 12 months from the Closing Date but prior to 24 months from the Closing Date, and 1.00% of the amount prepaid if the prepayment occurs after 24 months from the Closing Date. The Hercules Term Loan includes customary affirmative and restrictive covenants, but does not include any financial maintenance covenants, and also includes standard events of default, including payment defaults. Upon the occurrence of an event of default, a default interest rate of an additional 5% may be applied to the outstanding loan balances, and Hercules may declare all outstanding obligations immediately due and payable and take such other actions as set forth in the Hercules Term Loan. The Company incurred debt issuance costs of $0.5 million in connection with the Hercules Term Loan In connection with the Hercules Term Loan, the Company issued unregistered warrants that entitle Hercules to purchase up to an aggregate of 181,268 unregistered shares of XOMA common stock at an exercise price equal to $3.31 per share. These warrants were exercisable immediately and have a five-year term expiring in February 2020. The Company allocated the aggregate proceeds of the Hercules Term Loan between the warrants and the debt obligation. The estimated fair value of the warrants issued to Hercules of $0.5 million was determined using the Black-Scholes Model and was recorded as a discount to the debt obligation. The debt discount is being amortized over the term of the loan using the effective interest method. The warrants are classified in stockholders’ deficit on the condensed consolidated balance sheets. As of June 30, 2016, all of these warrants were outstanding. The Company evaluated the Hercules Term Loan in accordance with accounting guidance for derivatives and determined there was de minimis value to the identified derivative features of the loan at inception and June 30, 2016. As of June 30, 2016 and December 31, 2015, the outstanding principal balance of the Hercules Term Loan was $20.0 million. At June 30, 2016 and December 31, 2015, the net carrying value of the Hercules Term Loan was $20.0 million and $19.7 million, respectively. Aggregate future principal, final payment fees and discounts of the Company’s total interest bearing obligations as of June 30, 2016, are as follows (in thousands): Six months ending December 31, 2016 $ 4,635 Year ended 2017 14,768 Year ended 2018 18,014 Year ended 2019 — Year ended 2020 15,748 53,165 Less: interest, final payment fee, discount and issuance cost (6,641 ) 46,524 Less: interest bearing obligations – current (12,138 ) Interest bearing obligations – non-current $ 34,386 Interest Expense Amortization of debt issuance costs and discounts are included in interest expense. Interest expense in the condensed consolidated statements of comprehensive loss relates to the following debt instruments (in thousands ) Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Hercules term loan $ 679 $ 652 $ 1,351 $ 886 Servier loan 225 272 451 527 GECC term loan — — — 548 Novartis note 98 80 195 159 Other 5 3 12 3 Total interest expense $ 1,007 $ 1,007 $ 2,009 $ 2,123 |
Common Stock Warrants
Common Stock Warrants | 6 Months Ended |
Jun. 30, 2016 | |
Warrants And Rights Note Disclosure [Abstract] | |
Common Stock Warrants | 9. Common Stock Warrants As of June 30, 2016 and December 31, 2015, the following common stock warrants were outstanding (in thousands, except for per share amounts): Issuance Date Expiration Date Balance Sheet Classification Exercise Price per Share June 30, 2016 December 31, 2015 December 2011 December 2016 Stockholders' deficit $ 1.14 263 263 March 2012 March 2017 Contingent warrant liabilities $ 1.76 9,585 9,585 September 2012 September 2017 Stockholders' deficit $ 3.54 39 39 December 2014 December 2016 Contingent warrant liabilities $ 7.90 8,097 8,097 February 2015 February 2020 Stockholders' deficit $ 3.31 181 181 February 2016 February 2021 Stockholders' deficit $ 0.77 165 — 18,330 18,165 In February 2016, in conjunction with services to be provided by a third-party consultant, the Company issued a warrant to purchase up to an aggregate of 165,000 unregistered shares of XOMA’s common stock at an exercise price equal to $0.77 per share. These warrants were exercisable immediately and have a five-year term expiring in February 2021. The estimated fair value of the warrants in the amount of $0.1 million was calculated using the Black-Scholes Model and was classified in stockholders’ deficit on the condensed consolidated balance sheet. The Company revalued the December 2014 warrants at June 30, 2016 using the Black-Scholes Model and recorded a $44,000 and $3.0 million decrease in the estimated fair value as a gain in the revaluation of contingent warrant liabilities line of the Company’s condensed consolidated statements of comprehensive loss for the three and six months ended June 30, 2016, respectively. The Company revalued the March 2012 warrants at June 30, 2016 using the Black-Scholes Model and recorded a $3.2 million and $7.2 million decrease in the estimated fair value as a gain in the revaluation of contingent warrant liabilities line of the Company’s condensed consolidated statements of comprehensive loss for the three and six months ended June 30, 2016, respectively. The decrease in these liabilities is primarily due to the decrease in the market price of XOMA’s common stock at June 30, 2016 as compared to December 31, 2015. As of June 30, 2016 and December 31, 2015, the December 2014 warrants had an estimated fair value of zero and $3.0 million, respectively. As of June 30, 2016 and December 31, 2015, the March 2012 warrants had an estimated fair value of $0.3 million and $7.5 million, respectively. |
Legal Proceedings, Commitments
Legal Proceedings, Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Legal Proceedings, Commitments and Contingencies | 10. Legal Proceedings, Commitments and Contingencies Collaborative Agreements, Royalties and Milestone Payments The Company has committed to make potential future “milestone” payments to third parties as part of licensing and development programs. Payments under these agreements become due and payable only upon the achievement of certain developmental, regulatory and commercial milestones. Because it is uncertain if and when these milestones will be achieved, such contingencies, aggregating up to $55.7 million (assuming one product per contract meets all milestones events) have not been recorded on the accompanying condensed consolidated balance sheets. The Company is unable to determine precisely when and if payment obligations under the agreements will become due as these obligations are based on milestone events, the achievement of which is subject to a significant number of risks and uncertainties. Legal Proceedings On July 24, 2015, a purported securities class action lawsuit was filed in the United States District Court for the Northern District of California, captioned Markette v. XOMA Corp., et al. On October 1, 2015, a stockholder purporting to act on the behalf of the Company, filed a derivative lawsuit in the Superior Court of California for the County of Alameda, purportedly asserting claims on behalf of the Company against certain of officers and the members of board of directors of the Company, captioned Silva v. Scannon, et al. On November 16 and November 25, 2015, two derivative lawsuits were filed purportedly on the Company’s behalf in the United States District Court for the Northern District of California, captioned Fieser v. Van Ness, et al Csoka v. Varian, et al |
Stock-based Compensation
Stock-based Compensation | 6 Months Ended |
Jun. 30, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-based Compensation | 11. Stock-based Compensation In February 2016, the Company’s Board of Directors approved an amendment to the 2010 Long Term Incentive and Stock Award Plan (“2010 Plan”) to, among other things, allow for an increase in the number of shares of common stock reserved for issuance and recommended that the amendment be submitted to the Company’s shareholders for approval at the 2016 annual meeting. At the May 2016 annual meeting, the shareholders approved an amendment to the 2010 Plan to, among other things, increase the aggregate number of shares authorized for issuance by 3,400,000 shares to an aggregate of 22,171,206 shares. The Company grants qualified and non-qualified stock options, RSUs, common stock and other stock-based awards under various plans to directors, officers, employees and other individuals. Stock options are granted at exercise prices of not less than the fair market value of the Company’s common stock on the date of grant. Additionally, the Company has an Employee Stock Purchase Plan (“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 offering period. Stock Options The stock options generally vest monthly over four 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. Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Dividend yield 0 % 0 % 0 % 0 % Expected volatility 107 % 81 % 107 % 82 % Risk-free interest rate 1.01 % 1.65 % 1.18 % 1.40 % Expected term 5.6 years 5.6 years 5.6 years 5.6 years Stock option activity for the six months ended June 30, 2016, was as follows: Options Weighted Average Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value (in thousands) Outstanding at January 1, 2016 7,690,297 $ 6.33 Granted 99,300 0.93 Forfeited, expired or cancelled (628,182 ) 6.48 Outstanding at June 30, 2016 7,161,415 $ 6.24 6.17 $ — Vested and expected to vest at June 30, 2016 7,026,845 $ 6.28 6.11 $ — Exercisable at June 30, 2016 5,775,398 $ 6.59 5.65 $ — Restricted Stock Units RSUs generally vest over three years for employees and one year for directors. In February 2016, the Company granted 2.3 million RSUs to employees that will vest one year from the date of grant. RSUs held by employees who qualify for retirement age (defined as employees that are a minimum of 55 years of age and the sum of their age plus years of full-time employment with the Company exceeds 70 years) vest on the earlier of scheduled vest date or the date of retirement. The valuation of RSUs is determined at the date of grant using the closing stock price. Unvested RSU activity for the six months ended June 30, 2016, is summarized below: Weighted- Number of Average Grant- Shares Date Fair Value Unvested balance at January 1, 2016 2,125,761 $ 4.07 Granted 2,302,944 0.76 Vested (1,132,525 ) 3.27 Forfeited (298,228 ) 2.87 Unvested balance at June 30, 2016 2,997,952 $ 1.95 Stock-based Compensation Expense The following table shows total stock-based compensation expense for stock options, RSUs and ESPP in the condensed consolidated statements of comprehensive loss (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Research and development $ 857 $ 1,399 $ 1,994 $ 3,595 Selling, general and administrative 1,308 1,290 2,477 2,759 Total stock-based compensation expense $ 2,165 $ 2,689 $ 4,471 $ 6,354 |
Basis of Presentation and Sig17
Basis of Presentation and Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
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 consolidated financial statements were prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. As permitted under those rules certain footnotes or other financial information can be condensed or omitted. These financial statements and related disclosures have been prepared with the assumption that users of the interim financial information have read or have access to the audited consolidated financial statements for the preceding fiscal year. Accordingly, these statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, filed with the U.S. Securities and Exchange Commission (“SEC”) on March 9, 2016. These 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 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. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP in the United States requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosures. On an on-going basis, management evaluates its estimates including, but not limited to, those related to contingent warrant liabilities, revenue recognition, debt amendments, research and development expense, long-lived assets, legal contingencies, derivative instruments and stock-based compensation. The Company bases its estimates on historical experience and on various other market-specific and other relevant assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ significantly from these estimates, such as the Company’s billing under government contracts and the Company’s accrual for clinical trial expenses. Under the Company’s contracts with the National Institute of Allergy and Infectious Diseases (“NIAID”), a part of the National Institutes of Health (“NIH”), the Company billed using NIH provisional rates and thus is subject to future audits at the discretion of NIAID’s contracting office. These audits can result in an adjustment to revenue previously reported which potentially could be significant. In March 2016, the Company effected the novation of its remaining active contract with NIAID to Nanotherapeutics, Inc. (“Nanotherapeutics”) (see Note 6). The billings made prior to the effective date of the novation of such contract are still subject to future audits, which may result in significant adjustments to reported revenues. The Company’s accrual for clinical trials is based on estimates of the services received and efforts expended pursuant to contracts with clinical trial centers and clinical research organizations. |
Revenue Recognition | Revenue Recognition Revenue is recognized when the four basic criteria of revenue recognition are met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the fee is fixed or determinable; and (4) collectability is reasonably assured. The determination of criteria (2) is based on management’s judgments regarding whether a continuing performance obligation exists. The determination of criteria (3) and (4) are based on management’s judgments regarding the nature of the fee charged for products or services delivered and the collectability of those fees. Allowances are established for estimated uncollectible amounts, if any. The Company recognizes revenue from its license and collaboration arrangements, contract services, product sales and royalties. Revenue arrangements with multiple elements are divided into separate units of accounting if certain criteria are met, including whether the delivered element has stand-alone value to the customer and whether there is objective and reliable evidence of the fair value of the undelivered items. Each deliverable in the arrangement is evaluated to determine whether it meets the criteria to be accounted for as a separate unit of accounting or whether it should be combined with other deliverables. In order to account for the multiple-element arrangements, the Company identifies the deliverables included within the arrangement and evaluates which deliverables represent separate units of accounting. Analyzing the arrangement to identify deliverables requires the use of judgment, and each deliverable may be an obligation to deliver services, a right or license to use an asset, or another performance obligation. The consideration received is allocated among the separate units of accounting based on their respective fair values and the applicable revenue recognition criteria are applied to each of the separate units. Advance payments received in excess of amounts earned are classified as deferred revenue until earned. License and Collaborative Fees Revenue from non-refundable up-front license, technology access or other payments under license and collaborative agreements where the Company has a continuing obligation to perform is recognized as revenue over the estimated period of the continuing performance obligation. The Company estimates the performance period at the inception of the arrangement and reevaluates it each reporting period. Management makes its best estimate of the period over which it expects to fulfill the performance obligations, which may include clinical development activities. Given the uncertainties of research and development collaborations, significant judgment is required to determine the duration of the performance period. This reevaluation may shorten or lengthen the period over which the remaining revenue is recognized. Changes to these estimates are recorded on a prospective basis. License and collaboration agreements with certain third parties also provide for contingent payments to be paid to XOMA based solely upon the performance of the partner. For such contingent payments, revenue is recognized upon completion of the milestone event, once confirmation is received from the third party, provided collection is reasonably assured and the other revenue recognition criteria have been satisfied. Milestone payments that are not substantive or that require a continuing performance obligation on the part of the Company are recognized over the expected period of the continuing performance obligation. Amounts received in advance are recorded as deferred revenue until the related milestone is completed. Payment related to an option to purchase the Company’s commercialization rights is considered substantive if, at the inception of the arrangement, the Company is at risk as to whether the collaboration partner will choose to exercise the option. Factors that the Company considers in evaluating whether an option is substantive include the overall objective of the arrangement, the benefit the collaborator might obtain from the arrangement without exercising the option, the cost to exercise the option and the likelihood that the option will be exercised. For arrangements under which an option is considered substantive, the Company does not consider the item underlying the option to be a deliverable at the inception of the arrangement and the associated option fees are not included in allocable arrangement consideration, assuming the option is not priced at a significant and incremental discount. Conversely, for arrangements under which an option is not considered substantive or if an option is priced at a significant and incremental discount, the Company would consider the item underlying the option to be a deliverable at the inception of the arrangement and a corresponding amount would be included in allocable arrangement consideration. Contract and Other Revenues Contract revenue for research and development involves the Company providing research and development services to collaborative partners, biodefense contractors or others. Cost reimbursement revenue under collaborative agreements is recorded as contract and other revenues and is recognized as the related research and development costs are incurred, as provided for under the terms of these agreements. Revenue for certain contracts is accounted for by a proportional performance, or output-based, method where performance is based on estimated progress toward elements defined in the contract. The amount of contract revenue and related costs recognized in each accounting period are based on management’s estimates of the proportional performance during the period. Adjustments to estimates based on actual performance are recognized on a prospective basis and do not result in reversal of revenue should the estimate to complete be extended. Up-front fees associated with contract revenue are recorded as license and collaborative fees and are recognized in the same manner as the final deliverable, which is generally ratably over the period of the continuing performance obligation. Given the uncertainties of research and development collaborations, significant judgment is required to determine the duration of the arrangement. Royalty revenue and royalty receivables are recorded in the periods these royalty amounts are earned, if estimable and collectability is reasonably assured. The royalty revenue and receivables recorded in these instances are based upon communication with collaborative partners or licensees, historical information and forecasted sales trends. |
Research and Development Expenses | Research and Development Expenses The Company expenses research and development costs as incurred. Research and development expenses consist of direct costs such as salaries and related personnel costs, and material and supply costs, and research-related allocated overhead costs, such as facilities costs. In addition, research and development expenses include costs related to clinical trials. From time to time, research and development expenses may include upfront fees and milestones paid to collaborative partners for the purchase of rights to in-process research and development. Such amounts are expensed as incurred. The Company’s accrual for clinical trials is based on estimates of the services received and efforts expended pursuant to contracts with clinical trial centers and clinical research organizations. The Company may terminate these contracts upon written notice and is generally only liable for actual effort expended by the organizations to the date of termination, although in certain instances the Company may be further responsible for termination fees and penalties. The Company makes estimates of its accrued expenses as of each balance sheet date based on the facts and circumstances known to the Company at that time. Expenses resulting from clinical trials are recorded when incurred based, in part on estimates as to the status of the various trials. |
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 Option Pricing Model (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 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 United States Treasury zero-coupon issues corresponding to the expected term of the award. The valuation of restricted stock units (“RSUs”) is determined at the date of grant using the Company’s closing stock price. To establish an estimate of forfeiture rate, the Company considers its historical experience of option forfeitures and terminations. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from estimates. |
Warrants | Warrants The Company has issued warrants to purchase shares of its common stock in connection with financing and other business activities. The Company accounts for some of these warrants as a liability at estimated fair value and others as equity at estimated fair value. The fair value of the outstanding warrants is estimated using the Black-Scholes Model. The Black-Scholes Model requires inputs such as the expected term of the warrants, expected volatility and risk-free interest rate. These inputs are subjective and require significant analysis and judgment to develop. For the estimate of the expected term, the Company uses the full remaining contractual term of the warrant. The Company determines the expected volatility assumption in the Black-Scholes Model based on historical stock price volatility observed on XOMA’s underlying stock. The assumptions associated with contingent warrant liabilities are reviewed each reporting period and changes in the estimated fair value of these contingent warrant liabilities are recognized in revaluation of contingent warrant liabilities within the condensed consolidated statements of comprehensive loss. |
Net Loss per Share of Common Stock | Net Loss per Share of Common Stock Basic net loss per share of common stock is based on the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share of common stock is based on the weighted average number of shares outstanding during the period, adjusted to include the assumed exercise of certain stock options, RSUs, and warrants for common stock. The calculation of diluted loss per share of common stock requires that, to the extent the average market price of the underlying shares for the reporting period exceeds the exercise price of the warrants and the presumed exercise of such securities are dilutive to earnings (loss) per share of common stock for the period, adjustments to net income or net loss used in the calculation are required to remove the change in fair value of the warrants for the period. Likewise, adjustments to the denominator are required to reflect the related dilutive shares. |
Concentration of Risk | Concentration of Risk Cash equivalents, marketable securities and receivables are financial instruments, which potentially subject the Company to concentrations of credit risk, as well as liquidity risk for certain cash equivalents, such as money market funds. The Company has not encountered any such liquidity issues during 2016. The Company has not experienced any significant credit losses and does not generally require collateral on receivables. For the three months ended June 30, 2016, two customers represented 56% and 15% of total revenues. For the six months ended June 30, 2016, three customers represented 34%, 25% and 21% of total revenues. For the three and six months ended June 30, 2015, two customers represented 48% and 21%, and 60% and 23% of total revenues, respectively. As of June 30, 2016, three customers represented 62%, 12% and 11% of the accounts receivable balance. As of December 31, 2015, four customers represented 39%, 25%, 18% and 10% of the trade and other receivables balance. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-09, Compensation-Stock Compensation (Topic 718) Improvements to Employee Share-Based Payment Accounting In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326) |
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 and cash equivalents, trade receivables 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 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. |
Condensed Consolidated Financ18
Condensed Consolidated Financial Statements Detail (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Condensed Consolidated Financial Statements Detail [Abstract] | |
Accrued and other liabilities | Accrued and other liabilities consisted of the following (in thousands): June 30, December 31, 2016 2015 Accrued payroll and other benefits $ 1,627 $ 2,156 Accrued clinical trial costs 1,451 406 Accrued incentive compensation 915 2,609 Deferred rent 757 608 Accrued legal and accounting fees 299 517 Other 688 729 Total $ 5,737 $ 7,025 |
Outstanding securities considered anti-dilutive | The following table shows the weighted-average outstanding securities considered anti-dilutive and therefore excluded from the computation of diluted net loss per share of common stock (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Common stock options and RSUs 9,345 8,362 9,476 7,850 Warrants for common stock 18,331 19,087 18,280 19,087 Total 27,676 27,449 27,756 26,937 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Financial assets and liabilities carried at fair value | The following tables set forth the Company’s fair value hierarchy for its financial assets and liabilities measured at fair value on a recurring basis as follows (in thousands): Fair Value Measurements at June 30, 2016 Using Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs (Level 1) (Level 2) (Level 3) Total Assets: Money market funds (1) $ 28,132 $ — $ — $ 28,132 Marketable securities 442 — — 442 $ 28,574 $ — $ — $ 28,574 Liabilities: Contingent warrant liabilities $ — $ — $ 269 $ 269 Fair Value Measurements at December 31, 2015 Using Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs (Level 1) (Level 2) (Level 3) Total Assets: Money market funds (1) $ 42,590 $ — $ — $ 42,590 Marketable securities 496 — — 496 Total $ 43,086 $ — $ — $ 43,086 Liabilities: Contingent warrant liabilities $ — $ — $ 10,464 $ 10,464 (1) Included in cash and cash equivalents |
Warrant liabilities fair value assumptions | The estimated fair value of the contingent warrant liabilities was calculated using the following range of assumptions at June 30, 2016, and December 31, 2015: June 30, December 31, 2016 2015 Expected volatility 78% - 100% 166% - 183% Risk-free interest rate 0.28% - 0.41% 0.64% - 0.74% Expected term 0.44 - 0.69 0.94 - 1.19 |
Summary of changes in estimated fair value of Level 3 financial liabilities | The following table provides a summary of changes in the estimated fair value of the Company’s Level 3 financial liabilities for the six months ended June 30, 2016 (in thousands): Balance at December 31, 2015 $ 10,464 Decrease in estimated fair value of contingent warrant liabilities upon revaluation (10,195 ) Balance at June 30, 2016 $ 269 |
Outstanding debt carrying amount and estimated fair value | The carrying amount and the estimated fair value of the Company’s outstanding interest-bearing obligations at June 30, 2016, and December 31, 2015, are as follows (in thousands): June 30, 2016 December 31, 2015 Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value Hercules term loan $ 20,052 $ 21,225 $ 19,653 $ 21,231 Novartis note 13,879 13,641 13,683 13,394 Servier loan 12,593 12,556 15,331 15,185 Total $ 46,524 $ 47,422 $ 48,667 $ 49,810 |
Restructuring Charges (Tables)
Restructuring Charges (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Restructuring And Related Activities [Abstract] | |
Components of restructuring liabilities | The components of the restructuring liabilities are shown below (in thousands): Employee Severance Contract and Other Benefits Termination Costs Total Balance at December 31, 2015 $ 343 $ 116 $ 459 Restructuring charges (14 ) 29 15 Cash payments (311 ) (145 ) (456 ) Balance at June 30, 2016 $ 18 $ — $ 18 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Aggregate future principal and final fee payments of interest bearing obligations | Aggregate future principal, final payment fees and discounts of the Company’s total interest bearing obligations as of June 30, 2016, are as follows (in thousands): Six months ending December 31, 2016 $ 4,635 Year ended 2017 14,768 Year ended 2018 18,014 Year ended 2019 — Year ended 2020 15,748 53,165 Less: interest, final payment fee, discount and issuance cost (6,641 ) 46,524 Less: interest bearing obligations – current (12,138 ) Interest bearing obligations – non-current $ 34,386 |
Interest expense and amortization of debt issuance costs | Amortization of debt issuance costs and discounts are included in interest expense. Interest expense in the condensed consolidated statements of comprehensive loss relates to the following debt instruments (in thousands ) Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Hercules term loan $ 679 $ 652 $ 1,351 $ 886 Servier loan 225 272 451 527 GECC term loan — — — 548 Novartis note 98 80 195 159 Other 5 3 12 3 Total interest expense $ 1,007 $ 1,007 $ 2,009 $ 2,123 |
Common Stock Warrants (Tables)
Common Stock Warrants (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Warrants And Rights Note Disclosure [Abstract] | |
Summary of Common Stock Warrants Outstanding | As of June 30, 2016 and December 31, 2015, the following common stock warrants were outstanding (in thousands, except for per share amounts): Issuance Date Expiration Date Balance Sheet Classification Exercise Price per Share June 30, 2016 December 31, 2015 December 2011 December 2016 Stockholders' deficit $ 1.14 263 263 March 2012 March 2017 Contingent warrant liabilities $ 1.76 9,585 9,585 September 2012 September 2017 Stockholders' deficit $ 3.54 39 39 December 2014 December 2016 Contingent warrant liabilities $ 7.90 8,097 8,097 February 2015 February 2020 Stockholders' deficit $ 3.31 181 181 February 2016 February 2021 Stockholders' deficit $ 0.77 165 — 18,330 18,165 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Weighted Average Assumptions | The fair value of the stock options granted during the three and six months ended June 30, 2016 and 2015, was estimated based on the following weighted average assumptions: Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Dividend yield 0 % 0 % 0 % 0 % Expected volatility 107 % 81 % 107 % 82 % Risk-free interest rate 1.01 % 1.65 % 1.18 % 1.40 % Expected term 5.6 years 5.6 years 5.6 years 5.6 years |
Stock Option Activity | Stock option activity for the six months ended June 30, 2016, was as follows: Options Weighted Average Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value (in thousands) Outstanding at January 1, 2016 7,690,297 $ 6.33 Granted 99,300 0.93 Forfeited, expired or cancelled (628,182 ) 6.48 Outstanding at June 30, 2016 7,161,415 $ 6.24 6.17 $ — Vested and expected to vest at June 30, 2016 7,026,845 $ 6.28 6.11 $ — Exercisable at June 30, 2016 5,775,398 $ 6.59 5.65 $ — |
Unvested RSU Activity | Unvested RSU activity for the six months ended June 30, 2016, is summarized below: Weighted- Number of Average Grant- Shares Date Fair Value Unvested balance at January 1, 2016 2,125,761 $ 4.07 Granted 2,302,944 0.76 Vested (1,132,525 ) 3.27 Forfeited (298,228 ) 2.87 Unvested balance at June 30, 2016 2,997,952 $ 1.95 |
Stock-based Compensation expense | The following table shows total stock-based compensation expense for stock options, RSUs and ESPP in the condensed consolidated statements of comprehensive loss (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Research and development $ 857 $ 1,399 $ 1,994 $ 3,595 Selling, general and administrative 1,308 1,290 2,477 2,759 Total stock-based compensation expense $ 2,165 $ 2,689 $ 4,471 $ 6,354 |
Description of Business - Addit
Description of Business - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | |||
Mar. 31, 2016 | Jun. 30, 2016 | Dec. 31, 2015 | [1] | |
Description Of Business [Line Items] | ||||
Accumulated deficit | $ (1,163,608) | $ (1,140,083) | ||
Cash, cash equivalents and marketable securities | $ 34,300 | |||
Servier [Member] | ||||
Description Of Business [Line Items] | ||||
Collaboration agreement termination date | Mar. 25, 2016 | |||
[1] | The condensed consolidated balance sheet as of December 31, 2015 has been derived from the audited consolidated financial statements as of that date included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015. |
Basis of Presentation and Sig25
Basis of Presentation and Significant Accounting Policies - Additional Information (Details) - Customer Concentration Risk [Member] - Customer | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Revenues [Member] | |||||
Concentration Risk [Line Items] | |||||
Number of major customers | 2 | 2 | 3 | 2 | |
Revenues [Member] | Customer 1 [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage (in hundredths) | 56.00% | 48.00% | 34.00% | 60.00% | |
Revenues [Member] | Customer 2 [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage (in hundredths) | 15.00% | 21.00% | 25.00% | 23.00% | |
Revenues [Member] | Customer 3 [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage (in hundredths) | 21.00% | ||||
Accounts Receivable [Member] | |||||
Concentration Risk [Line Items] | |||||
Number of major customers | 3 | ||||
Accounts Receivable [Member] | Customer 1 [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage (in hundredths) | 62.00% | ||||
Accounts Receivable [Member] | Customer 2 [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage (in hundredths) | 12.00% | ||||
Accounts Receivable [Member] | Customer 3 [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage (in hundredths) | 11.00% | ||||
Trade And Other Receivables [Member] | |||||
Concentration Risk [Line Items] | |||||
Number of major customers | 4 | ||||
Trade And Other Receivables [Member] | Customer 1 [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage (in hundredths) | 39.00% | ||||
Trade And Other Receivables [Member] | Customer 2 [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage (in hundredths) | 25.00% | ||||
Trade And Other Receivables [Member] | Customer 3 [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage (in hundredths) | 18.00% | ||||
Trade And Other Receivables [Member] | Customer 4 [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage (in hundredths) | 10.00% |
Condensed Consolidated Financ26
Condensed Consolidated Financial Statements Detail - Additional Information 1 (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 | Jun. 30, 2015 | Dec. 31, 2014 | |
Cash and Cash Equivalents [Line Items] | |||||
Cash and cash equivalents | $ 33,854 | $ 65,767 | [1] | $ 50,957 | $ 78,445 |
Demand Deposits [Member] | |||||
Cash and Cash Equivalents [Line Items] | |||||
Cash and cash equivalents | 5,800 | 23,200 | |||
Money Market Funds [Member] | |||||
Cash and Cash Equivalents [Line Items] | |||||
Cash and cash equivalents | $ 28,100 | $ 42,600 | |||
[1] | The condensed consolidated balance sheet as of December 31, 2015 has been derived from the audited consolidated financial statements as of that date included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015. |
Condensed Consolidated Financ27
Condensed Consolidated Financial Statements Detail - Additional Information 2 (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2016 | Dec. 31, 2015 | |
Marketable Securities [Abstract] | ||
Marketable securities | $ 0.4 | $ 0.5 |
Unrealized loss on securities available for marketable securities | $ 0.1 |
Condensed Consolidated Financ28
Condensed Consolidated Financial Statements Detail - Accrued and other liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 | |
Accrued and other liabilities [Abstract] | |||
Accrued payroll and other benefits | $ 1,627 | $ 2,156 | |
Accrued clinical trial costs | 1,451 | 406 | |
Accrued incentive compensation | 915 | 2,609 | |
Deferred rent | 757 | 608 | |
Accrued legal and accounting fees | 299 | 517 | |
Other | 688 | 729 | |
Total | $ 5,737 | $ 7,025 | [1] |
[1] | The condensed consolidated balance sheet as of December 31, 2015 has been derived from the audited consolidated financial statements as of that date included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015. |
Condensed Consolidated Financ29
Condensed Consolidated Financial Statements Detail - Outstanding securities considered anti-dilutive (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 27,676 | 27,449 | 27,756 | 26,937 |
Common Stock Options and RSUs [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 9,345 | 8,362 | 9,476 | 7,850 |
Warrants for Common Stock [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 18,331 | 19,087 | 18,280 | 19,087 |
Collaborative and Other Agree30
Collaborative and Other Agreements - Servier - Additional Information (Details) - Collaborative Arrangement [Member] - Servier [Member] - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Mar. 25, 2016 | Jun. 30, 2015 | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||
Future initial research and development expenses to be funded by counterparty | $ 50,000,000 | ||||
Contract and other revenue | $ 0 | $ 300,000 | $ 300,000 | $ 900,000 | |
Deferred revenue recognized | $ 600,000 |
Collaborative and Other Agree31
Collaborative and Other Agreements - NIAID - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Oct. 31, 2011 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||
Recognition of revenue | $ 168,000 | $ 1,594,000 | $ 1,639,000 | $ 3,983,000 | |
National Institute of Allergy and Infectious Diseases "NIAID" [Member] | |||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||
Total contract amount awarded | $ 28,000,000 | ||||
Contractual term | 5 years | ||||
Recognition of revenue | $ 25,000 | $ 1,200,000 | $ 1,100,000 | $ 2,900,000 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets and Liabilities Carried At Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 | ||
Assets [Abstract] | ||||
Marketable securities | $ 400 | $ 500 | ||
Liabilities [Abstract] | ||||
Contingent warrant liabilities | 269 | 10,464 | [1] | |
Recurring [Member] | ||||
Assets [Abstract] | ||||
Marketable securities | 442 | 496 | ||
Total | 28,574 | 43,086 | ||
Liabilities [Abstract] | ||||
Contingent warrant liabilities | 269 | 10,464 | ||
Recurring [Member] | Money Market Funds [Member] | ||||
Assets [Abstract] | ||||
Money market funds | [2] | 28,132 | 42,590 | |
Recurring [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||||
Assets [Abstract] | ||||
Marketable securities | 442 | 496 | ||
Total | 28,574 | 43,086 | ||
Recurring [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Money Market Funds [Member] | ||||
Assets [Abstract] | ||||
Money market funds | [2] | 28,132 | 42,590 | |
Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||||
Liabilities [Abstract] | ||||
Contingent warrant liabilities | $ 269 | $ 10,464 | ||
[1] | The condensed consolidated balance sheet as of December 31, 2015 has been derived from the audited consolidated financial statements as of that date included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015. | |||
[2] | Included in cash and cash equivalents |
Fair Value Measurements - Warra
Fair Value Measurements - Warrant Liabilities - Fair Value Assumptions (Details) - Warrant Liabilities [Member] | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Minimum [Member] | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Expected volatility | 78.00% | 166.00% |
Risk-free interest rate | 0.28% | 0.64% |
Expected term | 5 months 9 days | 11 months 9 days |
Maximum [Member] | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Expected volatility | 100.00% | 183.00% |
Risk-free interest rate | 0.41% | 0.74% |
Expected term | 8 months 9 days | 1 year 2 months 9 days |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Changes in Estimated Fair Value of Level 3 Financial Liabilities (Details) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016USD ($) | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | $ 10,464 | [1] |
Ending balance | 269 | |
Warrant Liabilities [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | 10,464 | |
Decrease in estimated fair value of contingent warrant liabilities upon revaluation | (10,195) | |
Ending balance | $ 269 | |
[1] | The condensed consolidated balance sheet as of December 31, 2015 has been derived from the audited consolidated financial statements as of that date included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015. |
Fair Value Measurements - Outst
Fair Value Measurements - Outstanding Debt Carrying Amount and Estimated Fair Value (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Interest-bearing obligations, Carrying amount | $ 46,524 | $ 48,667 |
Interest bearing obligations, Estimated Fair value | 47,422 | 49,810 |
Hercules Term Loan [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Interest-bearing obligations, Carrying amount | 20,052 | 19,653 |
Interest bearing obligations, Estimated Fair value | 21,225 | 21,231 |
Novartis Note [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Interest-bearing obligations, Carrying amount | 13,879 | 13,683 |
Interest bearing obligations, Estimated Fair value | 13,641 | 13,394 |
Servier Loan [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Interest-bearing obligations, Carrying amount | 12,593 | 15,331 |
Interest bearing obligations, Estimated Fair value | $ 12,556 | $ 15,185 |
Disposition (Details)
Disposition (Details) - Biodefense Business [Member] | Nov. 04, 2015USD ($)shares |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |
Sales of business, number of common stock shares eligible to receive | shares | 23,008 |
Royalties receivable percentage on net sales | 15.00% |
Maximum [Member] | |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |
Cash payments from Nanotherapeutics | $ | $ 4,500,000 |
Restructuring Charges - Additio
Restructuring Charges - Additional Information (Details) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Dec. 31, 2015Employee | |
Restructuring Cost And Reserve [Line Items] | |||
Restructuring charges (credit) | $ (21,000) | $ 15,000 | |
2015 Restructuring [Member] | |||
Restructuring Cost And Reserve [Line Items] | |||
Number of employees terminated | Employee | 52 | ||
2015 Restructuring [Member] | Severance Costs and Contract Termination Costs [Member] | |||
Restructuring Cost And Reserve [Line Items] | |||
Restructuring charges (credit) | $ (21,000) | $ 15,000 |
Restructuring Charges (Details)
Restructuring Charges (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2016 | Jun. 30, 2016 | |
Restructuring Cost And Reserve [Line Items] | ||
Balance at period start | $ 459 | |
Restructuring charges (credit) | $ (21) | 15 |
Cash payments | (456) | |
Balance at period end | 18 | 18 |
Employee Severance and Other Benefits [Member] | ||
Restructuring Cost And Reserve [Line Items] | ||
Balance at period start | 343 | |
Restructuring charges (credit) | (14) | |
Cash payments | (311) | |
Balance at period end | $ 18 | 18 |
Contract Termination Costs [Member] | ||
Restructuring Cost And Reserve [Line Items] | ||
Balance at period start | 116 | |
Restructuring charges (credit) | 29 | |
Cash payments | $ (145) |
Long-Term Debt - Novartis Note
Long-Term Debt - Novartis Note - Additional Information (Details) - USD ($) | 1 Months Ended | 6 Months Ended | |
May 31, 2005 | Jun. 30, 2016 | Dec. 31, 2015 | |
Novartis Note [Member] | |||
Debt Instrument [Line Items] | |||
Maturity date | Jun. 30, 2015 | ||
Research and development expenses funded through loan facility, maximum | 75.00% | ||
Maximum borrowing capacity under loan agreement | $ 50,000,000 | ||
Interest rate at period end | 2.93% | ||
Outstanding principal balance | $ 13,900,000 | $ 13,700,000 | |
Novartis Note [Member] | Six-month LIBOR [Member] | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 2.00% | ||
Secured Note Amendment [Member] | |||
Debt Instrument [Line Items] | |||
Maturity date | Sep. 30, 2020 | ||
Reduction in outstanding principal amount | $ 7,300,000 |
Long-Term Debt - Servier Loan A
Long-Term Debt - Servier Loan Agreement - Additional Information (Details) | Jan. 09, 2015USD ($)Tranche | Jan. 31, 2016EUR (€) | Jan. 31, 2011USD ($) | Jun. 30, 2016USD ($)€ / $ | Jun. 30, 2015USD ($) | Jul. 31, 2016 | Jun. 30, 2016USD ($)€ / $ | Jun. 30, 2015USD ($) | Jul. 31, 2011 | Jul. 15, 2016 | Jun. 30, 2016EUR (€)€ / $ | Dec. 31, 2015USD ($)€ / $ | Jan. 09, 2015EUR (€)Tranche |
Debt Instrument [Line Items] | |||||||||||||
Accrued interest paid | $ 1,127,000 | $ 792,000 | |||||||||||
Carrying value of the loan | $ 46,524,000 | $ 46,524,000 | $ 48,667,000 | ||||||||||
Servier Loan [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Date of agreement | Dec. 30, 2010 | ||||||||||||
Maximum borrowing capacity under loan agreement | € | € 15,000,000 | ||||||||||||
Proceeds from loan | $ 19,500,000 | ||||||||||||
Interest rate during period | 3.22% | ||||||||||||
Date of loan amendment | Jan. 9, 2015 | ||||||||||||
Date of agreement, after amendment | Aug. 12, 2013 | ||||||||||||
Number of tranches | Tranche | 3 | 3 | |||||||||||
Principal payment amount | € | € 3,000,000 | ||||||||||||
Accrued interest paid | € | € 200,000 | ||||||||||||
Unamortized discount on debt | $ 1,900,000 | $ 8,900,000 | |||||||||||
Amortization of debt discount | 200,000 | $ 200,000 | $ 300,000 | 300,000 | |||||||||
Carrying value of the loan | 12,600,000 | 12,600,000 | 15,300,000 | ||||||||||
Unrealized foreign exchange gains (loss) related to re-measurement of loan discount | (17,000) | 35,000 | $ 20,000 | (200,000) | |||||||||
Agreement termination date | Sep. 28, 2015 | ||||||||||||
Agreement termination notice period | 180 days | ||||||||||||
Outstanding principal balance | $ 13,300,000 | $ 13,300,000 | $ 16,400,000 | ||||||||||
Euro to US Dollar exchange rates | € / $ | 1.110 | 1.110 | 1.110 | 1.091 | |||||||||
Unrealized foreign exchange gains (loss) related to re-measurement of loan | $ 300,000 | $ (400,000) | $ (200,000) | $ 1,600,000 | |||||||||
Servier Loan [Member] | Tranche One [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Maturity date | Jan. 15, 2016 | ||||||||||||
Principal payment amount | € | € 3,000,000 | ||||||||||||
Servier Loan [Member] | Tranche Two [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Maturity date | Jan. 15, 2017 | ||||||||||||
Principal payment amount | € | 5,000,000 | ||||||||||||
Servier Loan [Member] | Tranche Three [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Maturity date | Jan. 15, 2018 | ||||||||||||
Principal payment amount | € | € 7,000,000 | ||||||||||||
Servier Loan [Member] | Mid-July 2015 Through Mid-January 2016 [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest rate during period | 2.05% | ||||||||||||
Period of interest resetting | 6 months | ||||||||||||
Servier Loan [Member] | Subsequent Event [Member] | Minimum [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest rates reset semi-annually | 1.95% | ||||||||||||
Servier Loan [Member] | Subsequent Event [Member] | Maximum [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest rates reset semi-annually | 3.83% | ||||||||||||
Servier Loan [Member] | Subsequent Event [Member] | Mid-January 2016 Through Mid-July 2016 [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest rate during period | 1.95% | ||||||||||||
Period of interest resetting | 6 months |
Long-Term Debt - Hercules Term
Long-Term Debt - Hercules Term Loan - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 27, 2015 | Feb. 29, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 |
Debt Instrument [Line Items] | |||||||
Aggregate number of unregistered shares of common stock called by warrants (in shares) | 165,000 | ||||||
Exercise price of warrants (in dollars per share) | $ 0.77 | ||||||
Estimated fair value of warrants | $ 100 | ||||||
Exercisable period of warrants | 5 years | ||||||
Warrants expiration period | 2021-02 | ||||||
Carrying value of the loan | $ 46,524 | $ 46,524 | $ 48,667 | ||||
Hercules Term Loan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maturity date | Sep. 1, 2018 | ||||||
Variable rate basis | The Hercules Term Loan has a variable interest rate that is the greater of either (i) 9.40% plus the prime rate as reported from time to time in The Wall Street Journal minus 7.25%, or (ii) 9.40%. | ||||||
Period of principal and interest amortized | 30 months | ||||||
Amortization of interest payments period end date | Jun. 1, 2016 | ||||||
Period of interest | 1 month | ||||||
Prepayment fee within twelve months of maturity | 3.00% | ||||||
Prepayment fee after twelve months but before twenty four months of maturity | 2.00% | ||||||
Prepayment fee after twenty four months of maturity | 1.00% | ||||||
Additional interest rate in case of default | 5.00% | ||||||
Debt issuance costs | $ 500 | ||||||
Final payment fee | $ 1,200 | ||||||
Amortization of debt discount | 200 | $ 100 | $ 300 | $ 200 | |||
Aggregate number of unregistered shares of common stock called by warrants (in shares) | 181,268 | ||||||
Exercise price of warrants (in dollars per share) | $ 3.31 | ||||||
Estimated fair value of warrants | $ 500 | ||||||
Exercisable period of warrants | 5 years | ||||||
Warrants expiration period | 2020-02 | ||||||
Outstanding principal balance | 20,000 | 20,000 | 20,000 | ||||
Carrying value of the loan | $ 20,000 | $ 20,000 | $ 19,700 | ||||
Minimum [Member] | Hercules Term Loan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Percentage bearing variable rate | 9.40% | 9.40% | |||||
Prime Rate [Member] | Hercules Term Loan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread, addition | 9.40% | ||||||
Basis spread, subtraction | 7.25% | 7.25% |
Long-Term Debt - Aggregate Futu
Long-Term Debt - Aggregate Future Principal and Final Fee Payments of Interest Bearing Obligations (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 | |
Aggregate future principal and final fee payments of total interest bearing obligations - long-term [Abstract] | |||
Six months ending December 31, 2016 | $ 4,635 | ||
Year ended 2017 | 14,768 | ||
Year ended 2018 | 18,014 | ||
Year ended 2020 | 15,748 | ||
Long-term debt including current portion, interest, final payment fee, discount and issuance cost | 53,165 | ||
Less: interest, final payment fee, discount and issuance cost | (6,641) | ||
Long-term debt including current portion | 46,524 | $ 48,667 | |
Less: interest bearing obligations – current | (12,138) | (5,910) | [1] |
Interest bearing obligations – non-current | $ 34,386 | $ 42,757 | [1] |
[1] | The condensed consolidated balance sheet as of December 31, 2015 has been derived from the audited consolidated financial statements as of that date included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015. |
Long-Term Debt - Interest Expen
Long-Term Debt - Interest Expense and Amortization of Debt Issuance Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Interest expense and amortization of debt issuance costs [Abstract] | ||||
Interest expense | $ 1,007 | $ 1,007 | $ 2,009 | $ 2,123 |
Hercules Term Loan [Member] | ||||
Interest expense and amortization of debt issuance costs [Abstract] | ||||
Interest expense | 679 | 652 | 1,351 | 886 |
Servier Loan [Member] | ||||
Interest expense and amortization of debt issuance costs [Abstract] | ||||
Interest expense | 225 | 272 | 451 | 527 |
GECC Term Loan [Member] | ||||
Interest expense and amortization of debt issuance costs [Abstract] | ||||
Interest expense | 548 | |||
Novartis Note [Member] | ||||
Interest expense and amortization of debt issuance costs [Abstract] | ||||
Interest expense | 98 | 80 | 195 | 159 |
Other [Member] | ||||
Interest expense and amortization of debt issuance costs [Abstract] | ||||
Interest expense | $ 5 | $ 3 | $ 12 | $ 3 |
Common Stock Warrants - Summary
Common Stock Warrants - Summary of Common Stock Warrants Outstanding (Details) - $ / shares shares in Thousands | 6 Months Ended | ||
Jun. 30, 2016 | Feb. 29, 2016 | Dec. 31, 2015 | |
Class Of Warrant Or Right [Line Items] | |||
Exercise price of warrants (in dollars per share) | $ 0.77 | ||
Warrant outstanding (in shares) | 18,330 | 18,165 | |
Five Year Warrants Issued in December 2011 [Member] | Stockholders' Deficit [Member] | |||
Class Of Warrant Or Right [Line Items] | |||
Issuance Date | 2011-12 | ||
Expiration Date | 2016-12 | ||
Exercise price of warrants (in dollars per share) | $ 1.14 | ||
Warrant outstanding (in shares) | 263 | 263 | |
Five Year Warrants Issued in March 2012 [Member] | Warrant Liabilities [Member] | |||
Class Of Warrant Or Right [Line Items] | |||
Issuance Date | 2012-03 | ||
Expiration Date | 2017-03 | ||
Exercise price of warrants (in dollars per share) | $ 1.76 | ||
Warrant outstanding (in shares) | 9,585 | 9,585 | |
Five Year Warrants Issued in September 2012 [Member] | Stockholders' Deficit [Member] | |||
Class Of Warrant Or Right [Line Items] | |||
Issuance Date | 2012-09 | ||
Expiration Date | 2017-09 | ||
Exercise price of warrants (in dollars per share) | $ 3.54 | ||
Warrant outstanding (in shares) | 39 | 39 | |
Two Year Warrants Issued in December 2014 [Member] | Warrant Liabilities [Member] | |||
Class Of Warrant Or Right [Line Items] | |||
Issuance Date | 2014-12 | ||
Expiration Date | 2016-12 | ||
Exercise price of warrants (in dollars per share) | $ 7.90 | ||
Warrant outstanding (in shares) | 8,097 | 8,097 | |
Five Year Warrants Issued in February 2015 [Member] | Stockholders' Deficit [Member] | |||
Class Of Warrant Or Right [Line Items] | |||
Issuance Date | 2015-02 | ||
Expiration Date | 2020-02 | ||
Exercise price of warrants (in dollars per share) | $ 3.31 | ||
Warrant outstanding (in shares) | 181 | 181 | |
Five Year Warrants Issued in February 2016 [Member] | Stockholders' Deficit [Member] | |||
Class Of Warrant Or Right [Line Items] | |||
Issuance Date | 2016-02 | ||
Expiration Date | 2021-02 | ||
Exercise price of warrants (in dollars per share) | $ 0.77 | ||
Warrant outstanding (in shares) | 165 |
Common Stock Warrants - Additio
Common Stock Warrants - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |
Feb. 29, 2016 | Jun. 30, 2016 | Jun. 30, 2016 | Dec. 31, 2015 | |
Class Of Warrant Or Right [Line Items] | ||||
Aggregate number of unregistered shares of common stock called by warrants (in shares) | 165,000 | |||
Exercise price of warrants (in dollars per share) | $ 0.77 | |||
Exercisable period of warrants | 5 years | |||
Warrants expiration period | 2021-02 | |||
Estimated fair value of warrants | $ 100,000 | |||
December 2014 Revalued Warrants [Member] | ||||
Class Of Warrant Or Right [Line Items] | ||||
Gain (loss) on revaluation of warrant liability | $ 44,000 | $ 3,000,000 | ||
March 2012 Revalued Warrants [Member] | ||||
Class Of Warrant Or Right [Line Items] | ||||
Gain (loss) on revaluation of warrant liability | 3,200,000 | 7,200,000 | ||
Two Year Warrants Issued in December 2014 [Member] | ||||
Class Of Warrant Or Right [Line Items] | ||||
Estimated fair value of warrants | 0 | 0 | $ 3,000,000 | |
Five Year Warrants Issued in March 2012 [Member] | ||||
Class Of Warrant Or Right [Line Items] | ||||
Estimated fair value of warrants | $ 300,000 | $ 300,000 | $ 7,500,000 |
Legal Proceedings, Commitment46
Legal Proceedings, Commitments and Contingencies - Additional Information (Details) $ in Millions | Jun. 30, 2016USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
Estimate of milestone payments | $ 55.7 |
Stock-based Compensation - Addi
Stock-based Compensation - Additional Information (Details) - shares | 1 Months Ended | 6 Months Ended | |
May 31, 2016 | Feb. 29, 2016 | Jun. 30, 2016 | |
Stock Options [Member] | |||
Additional disclosures [Abstract] | |||
Minimum age required for employees to qualify for immediate vesting of RSUs | 55 years | ||
Threshold years required for retirement age | 70 years | ||
Restricted Stock Units (RSUs) [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Vesting period | 1 year | ||
Additional disclosures [Abstract] | |||
Minimum age required for employees to qualify for immediate vesting of RSUs | 55 years | ||
Threshold years required for retirement age | 70 years | ||
Granted, shares | 2,300,000 | 2,302,944 | |
Non Executive Employee | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Vesting period | 4 years | ||
Directors [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Vesting period | 1 year | ||
Directors [Member] | Restricted Stock Units (RSUs) [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Vesting period | 1 year | ||
Employees [Member] | Restricted Stock Units (RSUs) [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Vesting period | 3 years | ||
2010 Plan [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Increase in aggregate number of shares authorized for issuance | 3,400,000 | ||
Shares authorized for issuance | 22,171,206 | ||
2015 ESPP [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Percentage related to employees to purchase shares at the lower fair market value at offering period | 85.00% |
Stock-based Compensation - Weig
Stock-based Compensation - Weighted Average Assumptions (Details) - Stock Options [Member] | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Stock-based awards weighted average assumptions [Abstract] | ||||
Dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Expected volatility | 107.00% | 81.00% | 107.00% | 82.00% |
Risk-free interest rate | 1.01% | 1.65% | 1.18% | 1.40% |
Expected term | 5 years 7 months 6 days | 5 years 7 months 6 days | 5 years 7 months 6 days | 5 years 7 months 6 days |
Stock-based Compensation - Stoc
Stock-based Compensation - Stock Option Activity (Details) - Stock Options [Member] | 6 Months Ended |
Jun. 30, 2016$ / sharesshares | |
Stock option activity [Roll Forward] | |
Outstanding beginning of period (in shares) | shares | 7,690,297 |
Granted (in shares) | shares | 99,300 |
Forfeited, expired or cancelled (in shares) | shares | (628,182) |
Outstanding end of period (in shares) | shares | 7,161,415 |
Vested and expected to vest at end of period (in shares) | shares | 7,026,845 |
Exercisable at end of period (in shares) | shares | 5,775,398 |
Stock options activity, weighted average exercise price [Roll Forward] | |
Outstanding, beginning of period (in dollars per share) | $ / shares | $ 6.33 |
Granted (in dollars per share) | $ / shares | 0.93 |
Forfeited, expired or cancelled (in dollars per share) | $ / shares | 6.48 |
Outstanding, end of period (in dollars per share) | $ / shares | 6.24 |
Vested and expected to vest, end of period (in dollars per share) | $ / shares | 6.28 |
Exercisable weighted average exercise price (in dollars per share) | $ / shares | $ 6.59 |
Outstanding, weighted average remaining contractual life | 6 years 2 months 1 day |
Vested and expected to vest, weighted average remaining contractual life | 6 years 1 month 10 days |
Exercisable, weighted average remaining contractual life | 5 years 7 months 24 days |
Stock-based Compensation - Unve
Stock-based Compensation - Unvested RSU Activity (Details) - Restricted Stock Units (RSUs) [Member] - $ / shares | 1 Months Ended | 6 Months Ended |
Feb. 29, 2016 | Jun. 30, 2016 | |
Unvested RSU activity [Roll Forward] | ||
Unvested balance beginning of period (in shares) | 2,125,761 | |
Granted, shares | 2,300,000 | 2,302,944 |
Vested (in shares) | (1,132,525) | |
Forfeited (in shares) | (298,228) | |
Unvested balance end of period (in shares) | 2,997,952 | |
Unvested RSU activity, weighted average grant date fair value [Roll Forward] | ||
Unvested balance, beginning of period (in dollars per share) | $ 4.07 | |
Granted (in dollars per share) | 0.76 | |
Vested (in dollars per share) | 3.27 | |
Forfeited (in dollars per share) | 2.87 | |
Unvested balance, end of period (in dollars per share) | $ 1.95 |
Stock-based Compensation - St51
Stock-based Compensation - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | $ 2,165 | $ 2,689 | $ 4,471 | $ 6,354 |
Research and Development [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | 857 | 1,399 | 1,994 | 3,595 |
Selling, General and Administrative [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | $ 1,308 | $ 1,290 | $ 2,477 | $ 2,759 |