Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Nov. 01, 2017 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | XOMA Corp | |
Trading Symbol | XOMA | |
Entity Central Index Key | 791,908 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 8,144,077 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2017 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 | ||
Current assets: | ||||
Cash and cash equivalents | $ 47,747 | $ 25,742 | [1] | |
Trade and other receivables, net | 1,026 | 566 | [1] | |
Prepaid expenses and other current assets | 318 | 852 | [1] | |
Total current assets | 49,091 | 27,160 | [1] | |
Property and equipment, net | 97 | 1,036 | [1] | |
Other assets | 522 | 481 | [1] | |
Total assets | 49,710 | 28,677 | [1] | |
Current liabilities: | ||||
Accounts payable | 4,046 | 5,689 | [1] | |
Accrued and other liabilities | 1,601 | 4,215 | [1] | |
Accrued restructuring costs | 444 | 3,594 | [1] | |
Income taxes payable | 1,706 | |||
Deferred revenue – current | 6,287 | 899 | [1] | |
Interest bearing obligations – current | [1] | 17,855 | ||
Accrued interest on interest bearing obligations – current | 140 | 254 | [1] | |
Total current liabilities | 14,224 | 32,506 | [1] | |
Deferred revenue – non-current | 17,101 | 18,000 | [1] | |
Interest bearing obligations – non-current | 14,322 | 25,312 | [1] | |
Other liabilities – non-current | [1] | 69 | ||
Total liabilities | 45,647 | 75,887 | [1] | |
Commitments and Contingencies (Note 10) | [1] | |||
Stockholders’ equity (deficit): | ||||
Preferred stock, $0.05 par value, 1,000,000 shares authorized, 5,003 and 0 shares issued and outstanding as of September 30, 2017 and December 31, 2016, respectively | [1] | |||
Common stock, $0.0075 par value, 277,333,332 shares authorized, 8,143,643 and 6,114,145 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively | 61 | 46 | [1] | |
Additional paid-in capital | 1,181,742 | 1,146,357 | [1] | |
Accumulated deficit | (1,177,740) | (1,193,613) | [1] | |
Total stockholders’ equity (deficit) | 4,063 | (47,210) | [1] | |
Total liabilities and stockholders’ equity (deficit) | $ 49,710 | $ 28,677 | [1] | |
[1] | The condensed consolidated balance sheet as of December 31, 2016 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, 2016. |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) (Parenthetical) - $ / shares | Sep. 30, 2017 | Dec. 31, 2016 |
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) | 5,003 | 0 |
Preferred stock, shares outstanding (in shares) | 5,003 | 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) | 8,143,643 | 6,114,145 |
Common stock, shares outstanding (in shares) | 8,143,643 | 6,114,145 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (unaudited) - USD ($) shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Revenues: | ||||
License and collaborative fees | $ 36,068,000 | $ 430,000 | $ 46,993,000 | $ 3,196,000 |
Contract and other | 115,000 | 205,000 | 340,000 | 1,844,000 |
Total revenues | 36,183,000 | 635,000 | 47,333,000 | 5,040,000 |
Operating expenses: | ||||
Research and development | 307,000 | 8,674,000 | 7,215,000 | 35,986,000 |
General and administrative | 7,255,000 | 4,053,000 | 17,625,000 | 13,138,000 |
Restructuring charge (credit) | (29,000) | 3,451,000 | 15,000 | |
Total operating expenses | 7,533,000 | 12,727,000 | 28,291,000 | 49,139,000 |
Income (loss) from operations | 28,650,000 | (12,092,000) | 19,042,000 | (44,099,000) |
Other income (expense): | ||||
Interest expense | (202,000) | (982,000) | (1,108,000) | (2,991,000) |
Other (expense) income, net | (263,000) | 289,000 | 337,000 | 585,000 |
Revaluation of contingent warrant liabilities | 260,000 | 10,455,000 | ||
Loss on extinguishment of debt | (135,000) | (650,000) | ||
Income (loss) before income tax | 28,050,000 | (12,525,000) | 17,621,000 | (36,050,000) |
Provision for income taxes | (1,706,000) | (1,706,000) | ||
Net income (loss) and comprehensive income (loss) | 26,344,000 | (12,525,000) | 15,915,000 | (36,050,000) |
Basic net income (loss) available to common stockholders | 16,038,000 | (12,525,000) | 6,609,000 | (36,050,000) |
Diluted net income (loss) available to common stockholders | $ 16,418,000 | $ (12,525,000) | $ 6,669,000 | $ (36,050,000) |
Basic net income (loss) per share available to common stockholders | $ 2.06 | $ (2.08) | $ 0.89 | $ (6) |
Diluted net income (loss) per share available to common stockholders | $ 1.98 | $ (2.08) | $ 0.88 | $ (6) |
Weighted average shares used in computing basic net income (loss) per share available to common stockholders | 7,786 | 6,029 | 7,424 | 6,010 |
Weighted average shares used in computing diluted net income (loss) per share available to common stockholders | 8,275 | 6,029 | 7,617 | 6,010 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | ||
Cash flows from operating activities: | |||
Net income (loss) | $ 15,915 | $ (36,050) | |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||
Depreciation | 289 | 603 | |
Common stock contribution to 401(k) plan | 506 | 785 | |
Stock-based compensation expense | 4,893 | 6,200 | |
Revaluation of contingent warrant liabilities | (10,455) | ||
Amortization of debt issuance costs, debt discount and final payment fee on debt | 444 | 1,075 | |
Loss on extinguishment of debt | 650 | ||
Gain on sale of marketable securities | (126) | ||
Net gain on sale and disposal of equipment | (1,123) | ||
Unrealized loss on foreign currency exchange | 1,447 | 384 | |
Other | 262 | 79 | |
Changes in assets and liabilities: | |||
Trade and other receivables, net | (460) | 3,313 | |
Prepaid expenses and other assets | 493 | 676 | |
Accounts payable and accrued liabilities | (4,247) | (4,100) | |
Accrued restructuring costs | (3,150) | (440) | |
Accrued interest on interest bearing obligations | 143 | 175 | |
Income taxes payable | 1,706 | ||
Deferred revenue | (9,857) | (2,306) | |
Other liabilities | (500) | ||
Net cash provided by (used in) operating activities | 7,911 | (40,687) | |
Cash flows from investing activities: | |||
Proceeds from sale of property and equipment | 1,614 | 45 | |
Proceeds from sale of marketable securities | 622 | ||
Purchase of property and equipment | (24) | (31) | |
Net cash provided by investing activities | 1,590 | 636 | |
Cash flows from financing activities: | |||
Proceeds from issuance of common and preferred stock, net of issuance costs | 29,959 | 45 | |
Principal payments ─ debt | (16,380) | (5,057) | |
Payment of final fee related to loan extinguishment | (1,150) | ||
Principal payments ─ capital lease | (51) | (84) | |
Taxes paid related to net share settlement of equity awards | (41) | ||
Net cash provided by (used in) financing activities | 12,337 | (5,096) | |
Effect of exchange rate changes on cash | 167 | (2) | |
Net increase (decrease) in cash and cash equivalents | 22,005 | (45,149) | |
Cash and cash equivalents at the beginning of the period | 25,742 | [1] | 65,767 |
Cash and cash equivalents at the end of the period | 47,747 | 20,618 | |
Supplemental cash flow information: | |||
Cash paid for interest | 518 | 1,724 | |
Non-cash investing and financing activities: | |||
Repayment of principal and accrued interest under the Servier loan | 14,346 | ||
Interest added to principal balance on long-term debt | $ 236 | $ 194 | |
[1] | The condensed consolidated balance sheet as of December 31, 2016 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, 2016. |
Description of Business
Description of Business | 9 Months Ended |
Sep. 30, 2017 | |
Description Of Business [Abstract] | |
Description of Business | 1. Description of Business XOMA Corporation (referred to as “XOMA” or the “Company”), a Delaware corporation, has a long history of discovering and developing innovative therapeutics derived from its unique platform of antibody technologies. The Company has historically advanced product candidates into the earlier stages of development and then sought to license product candidates to licensees who assume the responsibilities of later stage development, approval and commercialization. In 2016, XOMA focused its research and development efforts to advancing a portfolio of product candidates that have the potential to treat a variety of endocrine diseases, including the advancement of X358 for the treatment of congenital hyperinsulinism and hypoglycemia in hyperinsulinemic patients following bariatric surgery. In addition, XOMA has historically licensed antibody technologies on a non-exclusive basis to other companies who desire to access the antibody platform for their own discovery efforts. In March 2017, the Company revised its strategy to instead focus on building out its portfolio of programs that are fully funded by other biotechnology and pharmaceutical companies and for which milestone and royalty payments are potentially due. The result is a focus by the Company on out-licensing its un-partnered product candidates to partners who will continue the development and commercialization of these assets. The Company expects that a significant portion of any future revenue will be based on payments it may receive from its licensees. In addition, the Company intends to acquire potential milestone and royalty revenue streams on additional assets. Liquidity and Management Plans The Company has incurred operating losses since its inception resulting in an accumulated deficit of $1.2 billion, it has working capital of $34.9 million and $14.3 million in total outstanding debt at September 30, 2017. The Company’s ability to raise additional capital in the equity and debt markets, should the Company choose to do so, is dependent on a number of factors, including, but not limited to, the market demand for the Company’s common stock, which itself is subject to a number of pharmaceutical development and business risks and uncertainties, as well as the uncertainty that the Company would be able to raise such additional capital at a price or on terms that are favorable to the Company. |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2017 | |
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, 2016, filed with the U.S. Securities and Exchange Commission (“SEC”) on March 16, 2017. 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 ongoing basis, management evaluates its estimates including, but not limited to, those related to revenue recognition, debt amendments, long-lived assets, restructuring liabilities, legal contingencies, and stock-based compensation. The Company bases its estimates on historical experience and on various other market-specific and other relevant assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ significantly from these estimates. 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 NIAID using NIH’s 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 Ology Bioservices, Inc. (“Ology Bioservices”) (formerly known as Nanotherapeutics, Inc.) (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. 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, 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 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 the Company based solely upon the performance of the partner. For such contingent payments, revenue is recognized upon completion of the milestone event, once confirmation is received from the third party, provided that collection is reasonably assured and the other revenue recognition criteria have been satisfied. Contract and Other Revenues Contract revenue for research and development involved the Company providing research and development services to collaborative parties or others. Cost reimbursement revenue under collaborative agreements was recorded as contract and other revenues and was recognized as the related research and development costs were incurred, as provided for under the terms of these agreements. Revenue for certain contracts was accounted for by a proportional performance, or output-based, method where performance was based on estimated progress toward elements defined in the contract. The amount of contract revenue and related costs recognized in each accounting period were based on management’s estimates of the proportional performance during the period. Adjustments to estimates based on actual performance were recognized on a prospective basis and did not result in reversal of revenue should the estimate to complete be extended. Up-front fees associated with contract revenue were recorded as license and collaborative fees and were recognized in the same manner as the final deliverable, which was generally ratably over the period of the continuing performance obligation. Given the uncertainties of research and development collaborations, significant judgment was 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 the Company’s licensees, historical information and forecasted sales trends. Sale of Future Revenue Streams The Company has sold its rights to receive certain milestones and royalties on product sales. In the circumstance where the Company has sold its rights to future milestones and royalties under a license agreement and also maintains limited continuing involvement in the arrangement (but not significant continuing involvement in the generation of the cash flows that are due to the purchaser), the Company defers recognition of the proceeds it receives for the sale of milestone or royalty streams and recognizes such deferred revenue as contract and other revenue over the life of the underlying license agreement. The Company recognizes this revenue under the "units-of-revenue" method. Under this method, amortization for a reporting period is calculated by computing a ratio of the proceeds received from the purchaser to the total payments expected to be made to the purchaser over the term of the agreement, and then applying that ratio to the period’s cash payment. Estimating the total payments expected to be received by the purchaser over the term of such arrangements requires management to use subjective estimates and assumptions. Changes to the Company’s estimate of the payments expected to be made to the purchaser over the term of such arrangements could have a material effect on the amount of revenues recognized in any particular period. 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 up-front fees and milestones paid to collaborative partners for the purchase of rights to in-process research and development. Such amounts are expensed as incurred. 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 Company records compensation expense for service-based awards over the vesting period of the award on a straight-line basis. For awards with performance-based conditions, the Company records the expense over the remaining service period when management determines that achievement of the milestone is probable. Management evaluates when the achievement of a performance-based condition is probable based on the expected satisfaction of the performance conditions as of the reporting date. The amount of stock-based compensation expense recognized during a period is based on the value of the portion of the awards that are ultimately expected to vest. The valuation of restricted stock units (“RSUs”) is determined at the date of grant using the Company’s closing stock price. In January 2017, the Company adopted Accounting Standards Update (“ASU”) No. 2016-09, Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, Restructuring and Impairment Charges Restructuring costs are primarily comprised of severance costs related to workforce reductions, contract termination costs and asset impairments. The Company recognizes restructuring charges when the liability has been incurred, except for employee termination benefits that are incurred over time. Generally, employee termination benefits (i.e., severance costs) are accrued at the date management has committed to a plan of termination and employees have been notified of their termination dates and expected severance payments. Key assumptions in determining the restructuring costs include the terms and payments that may be negotiated to terminate certain contractual obligations and the timing of employees leaving the Company. Other costs, including contract termination costs, are recorded when the arrangement is terminated. Asset impairment charges have been, and will be, recognized when management has concluded that the assets have been impaired. Warrants The Company has issued warrants to purchase shares of its common stock in connection with financing activities. The Company accounted for some of these warrants as a liability at fair value and others as equity at fair value. The fair value of the outstanding warrants was estimated using the Black-Scholes Model. The Black-Scholes Model required inputs such as the expected term of the warrants, expected volatility and risk-free interest rate. These inputs were subjective and required significant analysis and judgment to develop. For the estimate of the expected term, the Company used the full remaining contractual term of the warrant. The Company determined the expected volatility assumption in the Black-Scholes Model based on historical stock price volatility observed on the Company’s underlying stock. The assumptions associated with contingent warrant liabilities were reviewed each reporting period and changes in the estimated fair value of these contingent warrant liabilities were recognized in revaluation of contingent warrant liabilities within the consolidated statements of comprehensive income (loss). Income Taxes The Company accounts for income taxes using the liability method under which deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amount which is more likely than not to be realizable. The recognition, derecognition and measurement of a tax position is based on management’s best judgment given the facts, circumstances and information available at each reporting date. The Company’s policy is to recognize interest and penalties related to the underpayment of income taxes as a component of income tax expense. To date, there have been no interest or penalties charged in relation to the unrecognized tax benefits. Net Income (Loss) per Share Available to Common Stockholders Basic net income (loss) per share available to common stockholders is based on the weighted average number of shares of common stock outstanding during the period. Net income (loss) available to common stockholders consists of net income (loss), as adjusted for the convertible preferred stock deemed dividends related to the beneficial conversion feature on this instrument at issuance. During periods of income, the Company allocates participating securities a proportional share of net income, after deduction of any deemed dividends on preferred stock, determined by dividing total weighted average participating securities by the sum of the total weighted average number of common stock and participating securities (the “two-class method”). The Company’s convertible preferred stock participates in any dividends declared by the Company on its common stock and are therefore considered to be participating securities. During periods of loss, the Company allocates no loss to participating securities because they have no contractual obligation to share in the losses of the Company. Diluted net income (loss) per share available to common stockholders is based on the weighted average number of shares outstanding during the period, adjusted to include the assumed conversion of preferred stock, certain stock options, RSUs, and warrants for common stock. The calculation of diluted income (loss) per share available to common stockholders requires that, to the extent the average market price of the underlying shares for the reporting period exceeds the exercise price of the warrants and the presumed exercise of such securities are dilutive to earnings (loss) per share available to common stockholders for the period, adjustments to net income (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 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 2017. The Company has not experienced any significant credit losses and does not generally require collateral on receivables. For the three months ended September 30, 2017, one customer represented 98% of total revenues. For the nine months ended September 30, 2017, one customer represented 96% of total revenues. For the three months ended September 30, 2016, three customers represented 51%, 37% and 12% of total revenues, respectively. For the nine months ended September 30, 2016, four customers represented 30%, 21%, 18%, and 10% of total revenues, respectively. As of September 30, 2017, two customers represented 55% Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued guidance codified in Accounting Standards Codification (“ASC”) 606, Revenue Recognition — Revenue from Contracts with Customers Revenue Recognition In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) |
Condensed Consolidated Financia
Condensed Consolidated Financial Statements Detail | 9 Months Ended |
Sep. 30, 2017 | |
Condensed Consolidated Financial Statements Detail [Abstract] | |
Condensed Consolidated Financial Statements Detail | 3. Condensed Consolidated Financial Statements Detail Cash and Cash Equivalents As of September 30, 2017, cash and cash equivalents consisted of demand deposits of $7.9 Trade and Other Receivables, net Trade receivables are stated at their net realizable value. Specific allowances are recorded for doubtful accounts or based on other available information. The Company reviews its exposure to accounts receivable, including the requirement for allowances based on management’s judgment. The Company has not historically experienced any significant losses. Trade and other receivables consisted of the following (in thousands): September 30, December 31, 2017 2016 Trade receivables, net $ 913 $ 474 Other receivables 113 92 Trade and other receivables, net $ 1,026 $ 566 Property and Equipment, net Property and equipment, net consisted of the following (in thousands): September 30, December 31, 2017 2016 Equipment and furniture $ 722 $ 14,023 Leasehold improvements 334 554 1,056 14,577 Less: Accumulated depreciation and amortization (959 ) (13,541 ) Property and equipment, net $ 97 $ 1,036 During the nine months ended September 30, 2017, the Company completed the sale of equipment and disposal of certain equipment located in one of its leased facilities for total proceeds of $1.6 million. The total carrying value of the equipment sold and disposed of was $0.1 million and $0.5 million during the three and nine months ended September 30, 2017, respectively. Accordingly, the Company recorded a loss of $0.1 million and a gain of $1.1 million on the sale and disposal of equipment in the other income (expense), net in its condensed consolidated statements of comprehensive income (loss) for the three and nine months ended September 30, 2017, respectively. Accrued and Other Liabilities Accrued and other liabilities consisted of the following (in thousands): September 30, December 31, 2017 2016 Accrued payroll and other benefits $ 151 $ 1,582 Accrued clinical trial costs — 458 Accrued incentive compensation 396 — Accrued legal and accounting fees 231 385 Deferred rent 746 707 Other 77 1,083 Total $ 1,601 $ 4,215 Net Income (Loss) Per Share Available to Common Stockholders The following is a reconciliation of the numerator (net income or loss) and the denominator (number of shares) used in the calculation of basic and diluted net income (loss) per share available to common stockholders (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Numerator Net income (loss) $ 26,344 $ (12,525 ) $ 15,915 $ (36,050 ) Less: Deemed dividend on convertible preferred stock — — (5,603 ) — Less: Allocation of undistributed earnings to participating securities (10,306 ) — (3,703 ) — Net income (loss) available to common stockholders, basic $ 16,038 $ (12,525 ) $ 6,609 $ (36,050 ) Adjustments to undistributed earnings allocated to participating securities 380 — 60 — Net income (loss) available to common stockholders, diluted $ 16,418 $ (12,525 ) $ 6,669 $ (36,050 ) Denominator Weighted average shares outstanding used for basic net income (loss) per share available to common stockholders 7,786 6,029 7,424 6,010 Effect of dilutive stock options 489 — 193 — Weighted average shares outstanding used for diluted net income (loss) per share available to common stockholders 8,275 6,029 7,617 6,010 Potentially dilutive securities are excluded from the calculation of diluted net income (loss) per share available to common stockholders if their inclusion is anti-dilutive. The following table shows the weighted-average outstanding securities considered anti-dilutive and therefore excluded from the computation of diluted net income (loss) per share available to common stockholders (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Convertible preferred stock (as converted) — — 4,160 — Common stock options and RSUs 313 558 753 549 Warrants for common stock 19 917 139 915 Total 332 1,475 5,052 1,464 |
Collaborative, Licensing and Ot
Collaborative, Licensing and Other Arrangements | 9 Months Ended |
Sep. 30, 2017 | |
Collaborative Licensing And Other Arrangements [Abstract] | |
Collaborative, Licensing and Other Arrangements | 4. Collaborative, Licensing and Other Arrangements Novartis On September 30, 2015, the Company and Novartis International Pharmaceutical Ltd. (“Novartis”) entered into a license agreement (the “License Agreement”) under which the Company granted Novartis an exclusive, world-wide, royalty-bearing license to the Company’s anti-transforming growth factor beta (TGFβ) antibody program (the “anti-TGFβ Program”). Under the terms of the License Agreement, Novartis has worldwide rights to the anti-TGFβ Program and is responsible for the development and commercialization of antibodies and products containing antibodies arising from the anti-TGFβ Program. Within 90 days of the execution of the License Agreement, the Company completed the transfer of certain proprietary know-how, materials and inventory relating to the anti-TGFβ Program to Novartis. Under the License Agreement, the Company received a $37.0 million upfront fee. The Company is also eligible to receive up to a total of $480.0 million in development, regulatory and commercial milestones. Any such payments will be treated as contingent consideration and recognized as revenue when they are achieved, as the Company has no performance obligations under the License Agreement beyond the initial 90-day period. During the nine months ended September 30, 2017, Novartis achieved a clinical development milestone pursuant to the License Agreement and, as a result, the Company earned a $10.0 million milestone payment which was recognized as license and collaborative fees in the condensed consolidated statement of comprehensive income (loss). On August 24, 2017 (the “Effective Date”), the Company and Novartis AG entered into a license agreement (the “XOMA-052 License Agreement”) under which the Company granted to Novartis AG an exclusive, worldwide, royalty-bearing license to gevokizumab, a novel anti-Interleukin-1 (“IL-1”) beta allosteric monoclonal antibody (the “Antibody”) and related know-how and patents (altogether, the “XOMA IP”). Under the terms of the XOMA-052 License Agreement, Novartis AG will be solely responsible for the development and commercialization of the Antibody and products containing the Antibody. Within 90 days of the Effective Date, the Company will transfer certain proprietary know-how, process, materials and inventory relating to the XOMA IP to Novartis AG. On August 24, 2017, pursuant to a separate agreement (the “IL-1 Beta Target Agreement”), the Company granted to Novartis AG non-exclusive licenses to its intellectual property covering the use of IL-1 beta targeting antibodies in the treatment and prevention of cardiovascular disease and other diseases and conditions, and an option to obtain an exclusive license (the “Exclusivity Option”) to such intellectual property for the treatment and prevention of cardiovascular disease. The Company also granted Novartis AG the right of first negotiation with respect to certain transactions relating to the licensed intellectual property. Under the XOMA-052 License Agreement, the Company received total consideration of $30.0 million for the license and rights granted to Novartis AG. Of the total consideration, $15.7 million was paid in cash and $14.3 million (equal to €12.0 million) was paid by NIBR, on behalf of the Company, to settle the Company’s Servier Loan. In addition, NIBR extended the maturity date on the Company’s debt to Novartis (see Note 8). The Company also received $5.0 million cash related to the sale of 539,131 shares of the Company’s common stock, at a price per share of $9.2742. The fair market value of the common stock issued to Novartis was $4.8 million, based on the closing stock price of $8.93 per share on August 24, 2017, resulting in a $0.2 million premium paid to the Company (see Note 12). Based on the achievement of pre-specified criteria, the Company also is eligible to receive up to $438.0 million in development, regulatory and commercial milestones. The Company is also eligible to receive royalties on sales of licensed products, which are tiered based on sales levels and range from the high single digits to mid-teens. Under the IL-1 Beta Target Agreement, the Company received an upfront cash payment of $10.0 million. In addition, the Company is eligible to receive low single-digit royalties on canakinumab sales in cardiovascular indications. Should Novartis AG exercise the Exclusivity Option, the royalties on canakinumab sales will increase to the mid-single digits. The XOMA-052 License Agreement and IL-1 Beta Target Agreement are being accounted for as one arrangement because they were entered into at the same time in contemplation of each other. The Company concluded that there are multiple deliverables under the arrangements which consist of (i) the licenses to IL-1 beta targeting antibodies, (ii) the license to gevokizumab antibody and (iii) the transfer of know-how, process, materials and inventory related the gevokizumab antibody. The Company concluded that the license to the gevokizumab antibody and the related transfer of know-how process, materials and inventory each do not have stand-alone value. Accordingly, the Company combined these two deliverables into a single unit of accounting. The Company determined that the Exclusivity Option is a substantive option and not priced at a significant and incremental discount. Therefore, the Company concluded that the Exclusivity Option is not a deliverable. The agreements were evaluated pursuant to the provisions of the multiple-element arrangement guidance in determining how to recognize the revenue associated with each unit of account. The total arrangement consideration received from Novartis AG is $40.2 million and consists of the $25.7 million upfront cash payment, the $14.3 million Servier Loan payoff and the $0.2 million premium on the sale of the common stock. The total arrangement consideration is allocated to each unit of account based on their relative selling prices. Revenue is recognized as the revenue recognition criteria are met for each identified unit of account. During the three months ended September 30, 2017, the Company recognized revenue of $31.9 million related to the licenses to IL-1 beta targeting antibodies and $3.5 million related to the amortization of deferred revenue allocated to the license to the gevokizumab antibody and transfer of related XOMA IP. As of September 30, 2017, the Company had a current deferred revenue balance of $4.8 million related to the XOMA-052 License Agreement. The Company determined that future contingent payments that may be received related to development, regulatory and sales milestones under the XOMA-052 License Agreement are based on the performance of Novartis AG and do not meet the definition of substantive milestones under the accounting guidance. Accordingly, revenue for the achievement of these milestones will be recognized in the period when the milestone is achieved. As of September 30, 2017, the Company has not recognized any milestone payments under the XOMA-052 License Agreement. The Company expects to recognize royalty revenue in the period of sale of the related products, based on the underlying contract terms. 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 Collaboration 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, 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. 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 (see Note 8). As the Company was 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. There was no revenue recognized from this Collaboration Agreement for the three months ended September 30, 2017 and 2016. For the nine months ended September 30, 2017 and 2016, the Company recorded revenue of zero and $0.3 million, respectively, from this Collaboration Agreement. 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. In March 2016, the Company effected a novation of the NIAID Contract to Ology Bioservices. The novation was effected upon obtaining government approval to transfer the NIAID Contract to Ology Bioservices pursuant to the asset purchase agreement executed in November 2015 (see Note 6). There was no revenue recognized under this contract for the three months ended September 30, 2017 and 2016, respectively. The Company recognized revenue of zero and $1.1 million under this contract for the nine months ended September 30, 2017 and 2016, respectively. Sale of Future Revenue Streams On December 21, 2016, the Company entered into two Royalty Interest Acquisition Agreements (together, the “Acquisition Agreements”) with HealthCare Royalty Partners II, L.P. (“HCRP”). Under the first Acquisition Agreement, the Company sold its right to receive milestone payments and royalties on future sales of products subject to a License Agreement, dated August 18, 2005, between XOMA and Wyeth Pharmaceuticals (subsequently acquired by Pfizer, Inc. (“Pfizer”)) for an upfront cash payment of $6.5 million, plus potential additional payments totaling $4.0 million in the event three specified net sales milestones are met in 2017, 2018 and 2019. Under the second Acquisition Agreement, the Company sold all rights to royalties under an Amended and Restated License Agreement dated October 27, 2006 between XOMA and Dyax Corp. for a cash payment of $11.5 million. The Company classified the proceeds received from HCRP as deferred revenue, to be recognized as contract and other revenue over the life of the license agreements because of the Company's limited continuing involvement in the Acquisition Agreements. Such limited continuing involvement is related to the Company’s undertaking to cooperate with HCRP in the event of litigation or a dispute related to the license agreements. Because the transaction was structured as a non-cancellable sale, the Company does not have significant continuing involvement in the generation of the cash flows due to HCRP and there are no guaranteed rates of return to HCRP, the Company recorded the total proceeds of $18.0 million as deferred revenue. The Company allocated the total proceeds between the two Acquisition Agreements based on the relative fair value of expected payments to be made to HCRP under the license agreements. The deferred revenue is being recognized as contract and other revenue over the life of the underlying license agreements under the "units-of-revenue" method. Under this method, amortization for a reporting period is calculated by computing a ratio of the allocated proceeds received from HCRP to the payments expected to be made by the licensees to HCRP over the term of the Acquisition Agreements, and then applying that ratio to the period’s cash payment. The Company recognized $0.1 million and $0.3 million as contract and other revenue under these arrangements during the three months and nine months ended September 30, 2017, respectively. As of September 30, 2017, the current and non-current portion of the remaining deferred revenue was $0.6 million and $17.1 million, respectively. As of December 31, 2016, the Company classified the $18.0 million as non-current deferred revenue. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2017 | |
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 September 30, 2017 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) $ 39,811 $ — $ — $ 39,811 Fair Value Measurements at December 31, 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) $ 4,161 $ — $ — $ 4,161 (1) Included in cash and cash equivalents During the nine-month period ended September 30, 2017, 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 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 September 30, 2017, and December 31, 2016, are as follows (in thousands): September 30, 2017 December 31, 2016 Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value Hercules term loan $ — $ — $ 16,850 $ 16,453 Novartis note 14,322 14,018 14,086 13,836 Servier loan — — 12,231 12,242 Total $ 14,322 $ 14,018 $ 43,167 $ 42,531 |
Dispositions
Dispositions | 9 Months Ended |
Sep. 30, 2017 | |
Dispositions [Abstract] | |
Dispositions | 6. Dispositions On November 4, 2015, XOMA and Ology Bioservices entered into an asset purchase agreement under which Ology Bioservices agreed 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. As part of the transaction, the parties entered into an intellectual property license agreement (the “Ology Bioservices License Agreement”), under which XOMA agreed to license to Ology Bioservices certain intellectual property rights related to the purchased assets. Under the Ology Bioservices s 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 Ology Bioservices, based upon Ology Bioservices achieving certain specified future operational objectives. In addition, the Company is eligible to receive 15% royalties on net sales of any future Ology Bioservices 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 Ology Bioservices. 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 Ology Bioservices. The Company believes that the NIAID Contract and certain related third-party service contracts and materials related to the biodefense program transferred to Ology Bioservices 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 year ended, December 31, 2016. In February 2017, the Company executed an Amendment and Restatement to both the asset purchase agreement and Ology Bioservices License Agreement primarily to (i) remove Ology Bioservices’ obligation to issue 23,008 shares to the Company of its common stock under the asset purchase agreement, and (ii) revise the payment schedule related to the timing of the $4.5 million cash payments due to the Company under the Ology Bioservices License Agreement. Of the $4.5 million, $3.0 million is contingent upon Ology Bioservices achieving certain specified future operating objectives. In the first quarter of 2017, the Company was entitled to receive $1.6 million under the agreement. During the third quarter of 2017, Ology Bioservices achieved the specified operating objectives and the Company earned the $3.0 million milestone payment. Based on the payment terms pursuant to the amended Ology Bioservices License Agreement, the Company was entitled to receive $4.6 million. Of the $4.6 million, the Company received $0.3 million and $0.7 million during the three and nine months ended September 30, 2017, respectively, which was recognized as other income in the condensed consolidated statements of comprehensive income (loss). As the amended Ology Bioservices License Agreement involves extended payment terms, the remaining $3.9 million, of which $2.7 million is related to the milestone and due in monthly installments and $1.2 million is due in quarterly installments through September 2018, will be recognized as other income as the payments are received. |
Restructuring Charges
Restructuring Charges | 9 Months Ended |
Sep. 30, 2017 | |
Restructuring And Related Activities [Abstract] | |
Restructuring Charges | 7. Restructuring Charges On December 19, 2016, the Board of Directors approved a restructuring of the Company’s business based on its decision to focus the Company’s efforts on clinical development, with an initial focus on the X358 clinical programs. The restructuring included a reduction-in-force in which the Company terminated 57 employees (the “2016 Restructuring”). In addition, effective December 21, 2016, the Company’s Chief Executive Officer retired from his position. In early 2017, the Company further revised its strategy to prioritize out-licensing activities and further curtail research and development spending (the “2017 Restructuring”) and terminated five additional employees. During the three and nine months ended September 30, 2017, the Company recorded a credit of $29,000 and a charge of $3.5 million, respectively, related to severance, other termination benefits and outplacement services in connection with the workforce reductions resulting from the 2017 Restructuring and 2016 Restructuring activities. During the nine months ended September 30, 2017, the Company paid a total of $6.6 million associated with the 2017 Restructuring and 2016 Restructuring activities. Of the remaining accrued restructuring of $0.4 million, the Company expects to pay $0.3 million in the remainder of 2017 and the remaining $0.1 million related to executive severance will continue to be paid through March 2018. The following table summarizes the accrued restructuring costs on the condensed consolidated balance sheet as of September 30, 2017 (in thousands): Employee Severance and Other Benefits Balance at December 31, 2016 $ 3,594 Restructuring charges, net 3,451 Cash payments (6,601 ) Balance at September 30, 2017 $ 444 |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2017 | |
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, 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 AG, 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 3.44% at September 30, 2017 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 AG, 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 AG 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, XOMA and NIBR, who assumed the rights to the note from NVDI executed an amendment to the June 2015 Extension Letter (the “Secured Note Amendment”) under which 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 Agreement 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. On September 22, 2017, in connection with the XOMA-052 License Agreement with Novartis AG, the Company and NIBR executed an amendment to the Secured Note Amendment under which the parties further extended the maturity date of the Secured Note Amendment from September 30, 2020 to September 30, 2022. All other terms of the Secured Note Amendment and original Note Agreement remain unchanged. The Company determined that the amendment resulted in a debt modification. As a result, the Secured Note Amendment will continue to be accounted for using the effective interest method, with a new effective interest rate based on revised cash flows calculated on a prospective basis upon the execution of the amendment. As of September 30, 2017 and December 31, 2016, the outstanding principal balance under the Secured Note Amendment was $14.3 million and $14.1 million, respectively, and was included in interest bearing obligations – non-current 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 was 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 was calculated at a floating rate based on a Euro Inter-Bank Offered Rate (“EURIBOR”) and subjected to a cap. The interest rate was reset semi-annually in January and July of each year. Interest for the six-month period from mid-January 2017 through mid-July 2017 was reset to 1.77%. Interest for the six-month period from mid-July 2017 through mid-January 2018 was reset to 1.73%. Interest was payable semi-annually. On January 9, 2015, Servier and the Company entered into Amendment No. 2 (the “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 Servier Loan Agreement remained unchanged. The loan would 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. In January 2017, the Company entered into Amendment No. 3 to the Servier Loan Agreement (the “Amendment No. 3”). The Amendment No. 3 extended the maturity date of the portion of the loan equal to €5.0 million due on January 15, 2017 to July 15, 2017. The other terms of the Servier Loan Agreement remained unchanged. The Company determined that Amendment No. 3 resulted in a debt modification. As a result, the loan continued to be accounted for using the effective interest method, with a new effective interest rate based on revised cash flows calculated on a prospective basis upon the execution of the Amendment No. 3. Upon initial issuance, the loan had a stated interest rate lower than the market rate based on comparable loans held by similar companies, which represented 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, represented 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 was 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 was being amortized over the remaining term of the Loan Amendment. The loan discount balance at the time of Amendment No. 3 was $0.4 million, which was being amortized over the remaining term of the loan. 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 September 30, 2017 and 2016, respectively. The Company recorded non-cash interest expense resulting from the amortization of the loan discount of $0.4 million and $0.5 million, for the nine months ended September 30, 2017 and 2016, respectively. At December 31, 2016, the net carrying value of the loan was $12.2 million. For the three and nine months ended September 30, 2017, the Company recorded unrealized foreign exchange gains of $4,000 and $25,000, respectively, related to the re-measurement of the loan discount. For the three and nine months ended September 30, 2016, the Company recorded unrealized foreign exchange gains of $6,000 and $26,000, respectively, related to the re-measurement of the loan discount. The outstanding principal balance under this loan was $12.6 million, using a euro to US dollar exchange rate of 1.052 as of December 31, 2016. The Company recorded unrealized foreign exchange losses of $0.6 million and $1.7 million for the three and nine months ended September 30, 2017, respectively, related to the re-measurement of the loan. The Company recorded an unrealized foreign exchange losses of $0.1 million and $0.4 million for the three and nine months ended September 30, 2016, respectively, related to the re-measurement of the loan. On August 25, 2017, NIBR settled the Servier Loan in cash by paying directly to Servier $14.3 million which represented the outstanding balance of the loan based on a euro to dollar exchange rate of 1.1932. The funds that NIBR paid directly to Servier were a portion of the upfront payment due to XOMA under the XOMA-052 License Agreement (see Note 4). As a result of the debt being fully paid, the intellectual property securing the Servier Loan Agreement was released. A loss on extinguishment of $0.1 million from the payoff of the loan was recognized in the condensed consolidated statement of comprehensive income (loss) during the three and nine months ended September 30, 2017. Hercules Term Loan On February 27, 2015, the Company and Hercules Technology Growth Capital, Inc. (“Hercules”) entered into a Loan and Security Agreement (the “Hercules Term Loan”). The Hercules Term Loan had a variable interest rate that was 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 was followed by equal monthly payments of principal and interest amortized over a 30-month schedule through the scheduled maturity date of September 1, 2018. The Hercules Term Loan included customary affirmative and restrictive covenants, but did not include any financial maintenance covenants, and also included standard events of default, including payment defaults. Upon the occurrence of an event of default, a default interest rate of an additional 5% may have been applied to the outstanding loan balances, and Hercules may have declared all outstanding obligations immediately due and payable and taken 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 As of December 31, 2016, the outstanding principal balance of the Hercules Term Loan was $17.5 million, and the net carrying value was $16.9 million. On March 21, 2017, the Hercules Term Loan was paid in full and the Company was not required to pay the 1% prepayment charge due pursuant to the terms of the loan. A loss on extinguishment of $0.5 million from the payoff of the Hercules Term Loan was recognized in the condensed consolidated statement of comprehensive income (loss) during the nine months ended September 30, 2017. In connection with the Hercules Term Loan, the Company issued unregistered warrants that entitle Hercules to purchase up to an aggregate of 9,063 unregistered shares of XOMA common stock at an exercise price equal to $66.20 per share. These warrants were exercisable immediately and have a five-year term expiring in February 2020. The warrants are classified in stockholders’ deficit on the condensed consolidated balance sheets. As of September 30, 2017, all of these warrants were outstanding. Interest Expense Amortization of debt issuance costs and discounts are included in interest expense. Interest expense in the condensed consolidated statements of comprehensive income (loss) relates to the following debt instruments (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Hercules term loan $ — $ 651 $ 311 $ 2,001 Servier loan 76 223 431 674 Novartis note 126 104 362 299 Other — 4 4 17 Total interest expense $ 202 $ 982 $ 1,108 $ 2,991 |
Common Stock Warrants
Common Stock Warrants | 9 Months Ended |
Sep. 30, 2017 | |
Warrants And Rights Note Disclosure [Abstract] | |
Common Stock Warrants | 9. Common Stock Warrants As of September 30, 2017 and December 31, 2016, the following common stock warrants were outstanding: Issuance Date Expiration Date Balance Sheet Classification Exercise Price per Share September 30, 2017 December 31, 2016 March 2012 March 2017 Contingent warrant liability $ 35.20 — 479,277 September 2012 September 2017 Stockholders' equity (deficit) $ 70.80 — 1,967 February 2015 February 2020 Stockholders' equity (deficit) $ 66.20 9,063 9,063 February 2016 February 2021 Stockholders' equity (deficit) $ 15.40 8,249 8,249 17,312 498,556 In March 2012, in connection with an underwritten offering, the Company issued five-year warrants to purchase 741,729 shares of the Company’s common stock at an exercise price of $35.20 per share. These warrants contained provisions that were contingent on the occurrence of a change in control, which could conditionally obligate the Company to repurchase the warrants for cash in an amount equal to their estimated fair value using the Black-Scholes Model on the date of such change in control. Due to these provisions, the Company accounted for the warrants issued in March 2012 as a liability at estimated fair value. In addition, the estimated fair value of the liability related to the warrants was revalued at each reporting period until the earlier of the exercise of the warrants, at which time the liability would be reclassified to stockholders' (deficit) equity at its then estimated fair value, or expiration of the warrants. In March 2017, all of these warrants expired unexercised. |
Legal Proceedings, Commitments
Legal Proceedings, Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2017 | |
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 by the Company’s licensees. Because it is uncertain if and when these milestones will be achieved, such contingencies, aggregating up to $15.5 million (assuming one product per contract meets all milestones events) have not been recorded on the accompanying 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. Lease Agreement The Company leases facilities and office equipment under operating leases expiring on various dates through April 2023. These leases require the Company to pay taxes, insurance, maintenance and minimum lease payments. For each facility lease, the Company has two successive renewal options to extend the lease for five years upon the expiration of the initial lease term. In September 2017, the Company entered into a lease agreement for an office facility in Emeryville, California. The lease has a term of 63 months and commenced on October 1, 2017. Under the lease agreement the Company will make total lease payments of $1.3 million through November 2022. The Company accounts for the new lease as an operating lease. 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 its 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 | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-based Compensation | 11. Stock-based Compensation 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. In February 2017, the Compensation Committee and the Board of Directors adopted, and in May 2017, the Company’s stockholders approved, an amendment to the Company’s Amended and Restated 2010 Long Term Incentive and Stock Award Plan (the “Long Term Incentive Plan”). The amendment (a) increases the number of shares of common stock issuable over the term of the plan by an additional 1,470,502 to 2,579,062 shares in the aggregate; (b) increases the number of shares of common stock issuable under the plan as incentive stock options by an additional 2,004,087 to 2,579,062 shares; (c) increases the per person award limits for purposes of compliance with Section 162(m) of the Internal Revenue Code to 2,000,000 shares for options and stock appreciation rights and to 2,000,000 shares for other types of stock awards; and (d) for purposes of Section 162(m) (i) confirms existing performance criteria upon which performance goals may be based with respect to performance awards under the Long Term Incentive Plan, and (ii) confirms existing means of adjustment when calculating the attainment of performance goals for performance awards granted under the Long Term Incentive Plan. In February 2017, the Compensation Committee and the Board of Directors adopted, and in May 2017, the Company’s stockholders approved, an amendment to the Company’s 2015 ESPP. The amendment (a) increases by 250,000 the shares of common stock (from 15,000 shares to a total of 265,000 shares) available for issuance under the 2015 ESPP; and (b) increases the maximum number of shares of common stock an employee may purchase in any offering period to 2,500. Stock Options In February 2017, the Board of Directors approved a grant of 1,018,000 stock options to members of the Board of Directors, executives, and non-executive employees, subject to approval by the Company’s stockholders of an increase in the available shares under the Long Term Incentive Plan at the 2017 Annual Meeting of Stockholders. In May 2017, the shareholders approved the increase in the number of shares available for issuance under the Company’s Long Term Incentive Plan The stock options generally vest monthly over three to Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Dividend yield 0 % 0 % 0 % 0 % Expected volatility 100 % 102 % 100 % 103 % Risk-free interest rate 1.88 % 1.13 % 1.79 % 1.14 % Expected term 5.6 years 5.6 years 5.6 years 5.6 years Stock option activity for the nine months ended September 30, 2017, was as follows: Options Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value (in thousands) Outstanding at January 1, 2017 568,292 $ 77.70 Granted 1,095,722 5.08 Exercised (6,458 ) 4.50 Forfeited, expired or cancelled (189,141 ) 58.28 Outstanding at September 30, 2017 1,468,415 $ 26.33 $ 8.56 $ 17,448 Exercisable at September 30, 2017 399,969 $ 81.48 $ 6.39 $ 2,120 Of the stock options outstanding as of September 30, 2017, 412,500 were granted subject to performance objectives tied to the achievement of corporate goals set by the Compensation Committee of the Company’s Board of Directors and will vest in full or part based on achievement of such goals. As of September 30, 2017, the Company did not consider achievement of certain of the performance objectives to be probable and therefore the Company did not include any stock-based compensation expense for those stock options. As of September 30, 2017, the grant date fair value of awards outstanding for which the Company determined that it was not probable that it will achieve the goals was $0.7 million. Restricted Stock Units RSUs generally vest annually over three years for employees and one year for directors. 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. RSU activity for the nine months ended September 30, 2017, is summarized below: Weighted- Number of Average Grant- Shares Date Fair Value Unvested at January 1, 2017 91,228 $ 39.82 Granted 11,799 $ 4.67 Vested (60,886 ) $ 37.12 Forfeited (22,142 ) $ 45.45 Unvested at September 30, 2017 19,999 $ 21.04 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 income (loss) (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Research and development $ 102 $ 802 $ 774 $ 2,796 General and administrative 1,936 927 4,119 3,404 Total stock-based compensation expense $ 2,038 $ 1,729 $ 4,893 $ 6,200 |
Capital Stock
Capital Stock | 9 Months Ended |
Sep. 30, 2017 | |
Stockholders Equity Note [Abstract] | |
Capital Stock | 12. Capital Stock Biotechnology Value Fund Financing In February 2017, the Company sold 1,200,000 shares of its common stock and 5,003 shares of Series X convertible preferred stock directly to Biotechnology Value Fund, L.P. and certain of its affiliates (“BVF”) in a registered direct offering, for aggregate net cash proceeds of $24.9 million. BVF purchased the shares of common stock from the Company at a price of $4.03 per share, the closing stock price on the date of purchase. Each share of Series X convertible preferred stock has a stated value of $4,030 per share and is convertible into 1,000 shares of registered common stock based on a conversion price of $4.03 per share of common stock. The total number of shares of common stock issued upon conversion of all issued Series X convertible preferred stock will be 5,003,000 shares. Each share is convertible at the option of the holder at any time, provided that the holder will be prohibited from converting into common stock if, as a result of such conversion, the holder, together with its affiliates, would beneficially own a number of shares above a conversion blocker, which is initially set at 19.99% of the total common stock then issued and outstanding immediately following the conversion of such shares. As of September 30, 2017, BVF owned approximately 18.5% of the Company’s total outstanding shares, and if all of the Series X convertible preferred shares were converted, BVF would own 49.5% of the Company’s total outstanding common shares. As of September 30, 2017, none of the preferred stock has been converted into shares of the Company’s common stock. The designations, preferences, rights and limitations of the convertible preferred shares are set forth in a Certificate of Designation of Preferences, Rights and Limitations of Series X convertible preferred stock filed with the Delaware Secretary of State. Shares of Series X convertible preferred stock will generally have no voting rights, except as required by law and except that the consent of the holders of the outstanding Series X convertible preferred stock will be required to amend the terms of the Series X preferred stock and to approve certain corporate actions. In the event of the Company’s liquidation, dissolution or winding up, holders of Series X convertible preferred stock will participate, on a pro-rata basis, with any distribution of proceeds to holders of common stock. Holders of Series X convertible preferred stock are entitled to receive dividends on shares of Series X convertible preferred stock equal (on an as if converted to common stock basis) to and in the same form as dividends actually paid on the Company’s common stock or other junior securities. The Company evaluated the Series X convertible preferred stock for liability or equity classification under the applicable accounting guidance, and determined that equity treatment was appropriate because the Series X convertible preferred stock did not meet the definition of the liability instruments defined thereunder for convertible instruments. Specifically, the Series X convertible preferred shares are not mandatorily redeemable and do not embody an obligation to buy back the shares outside of the Company’s control in a manner that could require the transfer of assets. Additionally, the Company determined that the Series X convertible preferred stock would be recorded as permanent equity, not temporary equity, based on the relevant guidance given that they are not redeemable for cash or other assets (i) on a fixed or determinable date, (ii) at the option of the holder, and (iii) upon the occurrence of an event that is not solely within control of the Company. The Company has also evaluated the embedded conversion and redemption features within the Series X convertible preferred stock in accordance with the accounting guidance for derivatives. Based on this assessment, the Company determined that the conversion option is clearly and closely related to the equity host, and thus, bifurcation is not required. The contingent redemption feature was determined to not be clearly and closely related to the equity-like host; however, it met the criteria as a scope exception for derivative accounting. Therefore, the contingent redemption feature was also not bifurcated from the Series X convertible preferred stock. The fair value of the common stock into which the Series X convertible preferred stock is convertible exceeded the allocated purchase price of the Series X convertible preferred stock by $5.6 million on the date of issuance, as such the Company recorded a deemed dividend. The Company recognized the resulting beneficial conversion feature as a deemed dividend equal to the number of shares of Series X convertible preferred stock sold on February 16, 2017 multiplied by the difference between the fair value of the common stock and the Series X convertible preferred stock effective conversion price per share on that date. The dividend was reflected as a one-time, non-cash, deemed dividend to the holders of Series X convertible preferred stock on the date of issuance, which is the date the stock first became convertible. ATM Agreements On November 12, 2015, the Company entered into an At Market Issuance Sales Agreement (the “2015 ATM Agreement”) with Cowen and Company, LLC (“Cowen”), under which the Company may offer and sell from time to time at its sole discretion shares of its common stock through Cowen as its sales agent, in an aggregate amount not to exceed $75 million. Cowen may sell the shares by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 of the Securities Act, including without limitation sales made directly on The NASDAQ Global Market, on any other existing trading market for the Company’s common stock or to or through a market maker. Cowen also may sell the shares in privately negotiated transactions, subject to the Company’s prior approval. The Company will pay Cowen a commission equal to 3% of the gross proceeds of the sales price of all shares sold through it as sales agent under the 2015 ATM Agreement. For the nine months ended September 30, 2017, the Company sold a total of 110,252 shares of common stock under the ATM Agreement for aggregate gross proceeds of $0.6 million. Total offering costs of $0.2 million were offset against the proceeds upon sale of common stock. Common Stock Purchase Agreement In August 2017, in connection with the XOMA-052 License Agreement, the Company and Novartis AG entered into a Common Stock Purchase Agreement under which Novartis AG purchased 539,131 shares of the Company’s common stock, at a price per share of $9.2742 for the aggregate purchase price of $5.0 million in cash. The fair market value of the common stock issued to Novartis AG was $4.8 million, based on the closing stock price of $8.93 per share on the effective date of the Common Stock Purchase Agreement, or August 24, 2017. The excess of the purchase price over the fair market value of the common stock represents a premium of $0.2 million which was accounted for as additional consideration to the license agreements (See Note 4 for further discussion). The shares issued to Novartis AG are unregistered securities and the Company agreed to use commercially reasonable efforts to make and keep public information available and timely file all reports and other documents with the SEC as required of the Company under the Securities Exchange Act of 1934, as amended. If, after the six month anniversary of the closing of the Common Stock Purchase Agreement, the shares of common stock continue to be restricted securities for purposes of Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), upon a request by Novartis, the Company will use commercially reasonable efforts to register the shares for resale under the Securities Act on a registration statement on Form S-3, to be filed within 60 days of the written request, and will use commercially reasonable efforts to keep such registration statement continuously effective under the Securities Act until the date all of the shares of common stock covered by such registration statement have been sold or can be sold publicly without restriction or limitation under Rule 144. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 13. Income Taxes The Company’s provision for income taxes for the three and nine months ended September 30, 2017 differs from the amounts computed by multiplying the federal statutory rate by income before taxes primary due to a reduction in the valuation allowance and the use of a tax credit carryforward. The Company is subject to an ownership change pursuant to IRC Section 382 which occurred in February 2017 which significantly limits its ability to further use its net operating loss carryforwards against its 2017 taxable income. Due to ongoing losses, the Company did not record a provision for income taxes for any period in 2016. Accounting standards provide for the recognition of deferred tax assets if realization of such assets is more likely than not. Based upon the weight of available evidence, which includes the Company’s historical operating performance and carry-back potential, the Company has determined that its total deferred tax assets should be fully offset by a valuation allowance as of September 30, 2017 and December 31, 2016. |
Basis of Presentation and Sig19
Basis of Presentation and Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
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, 2016, filed with the U.S. Securities and Exchange Commission (“SEC”) on March 16, 2017. 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 ongoing basis, management evaluates its estimates including, but not limited to, those related to revenue recognition, debt amendments, long-lived assets, restructuring liabilities, legal contingencies, and stock-based compensation. The Company bases its estimates on historical experience and on various other market-specific and other relevant assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ significantly from these estimates. 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 NIAID using NIH’s 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 Ology Bioservices, Inc. (“Ology Bioservices”) (formerly known as Nanotherapeutics, Inc.) (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. |
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, 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 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 the Company based solely upon the performance of the partner. For such contingent payments, revenue is recognized upon completion of the milestone event, once confirmation is received from the third party, provided that collection is reasonably assured and the other revenue recognition criteria have been satisfied. Contract and Other Revenues Contract revenue for research and development involved the Company providing research and development services to collaborative parties or others. Cost reimbursement revenue under collaborative agreements was recorded as contract and other revenues and was recognized as the related research and development costs were incurred, as provided for under the terms of these agreements. Revenue for certain contracts was accounted for by a proportional performance, or output-based, method where performance was based on estimated progress toward elements defined in the contract. The amount of contract revenue and related costs recognized in each accounting period were based on management’s estimates of the proportional performance during the period. Adjustments to estimates based on actual performance were recognized on a prospective basis and did not result in reversal of revenue should the estimate to complete be extended. Up-front fees associated with contract revenue were recorded as license and collaborative fees and were recognized in the same manner as the final deliverable, which was generally ratably over the period of the continuing performance obligation. Given the uncertainties of research and development collaborations, significant judgment was 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 the Company’s licensees, historical information and forecasted sales trends. |
Sale of Future Revenue Streams | Sale of Future Revenue Streams The Company has sold its rights to receive certain milestones and royalties on product sales. In the circumstance where the Company has sold its rights to future milestones and royalties under a license agreement and also maintains limited continuing involvement in the arrangement (but not significant continuing involvement in the generation of the cash flows that are due to the purchaser), the Company defers recognition of the proceeds it receives for the sale of milestone or royalty streams and recognizes such deferred revenue as contract and other revenue over the life of the underlying license agreement. The Company recognizes this revenue under the "units-of-revenue" method. Under this method, amortization for a reporting period is calculated by computing a ratio of the proceeds received from the purchaser to the total payments expected to be made to the purchaser over the term of the agreement, and then applying that ratio to the period’s cash payment. Estimating the total payments expected to be received by the purchaser over the term of such arrangements requires management to use subjective estimates and assumptions. Changes to the Company’s estimate of the payments expected to be made to the purchaser over the term of such arrangements could have a material effect on the amount of revenues recognized in any particular period. |
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 up-front fees and milestones paid to collaborative partners for the purchase of rights to in-process research and development. Such amounts are expensed as incurred. |
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 Company records compensation expense for service-based awards over the vesting period of the award on a straight-line basis. For awards with performance-based conditions, the Company records the expense over the remaining service period when management determines that achievement of the milestone is probable. Management evaluates when the achievement of a performance-based condition is probable based on the expected satisfaction of the performance conditions as of the reporting date. The amount of stock-based compensation expense recognized during a period is based on the value of the portion of the awards that are ultimately expected to vest. The valuation of restricted stock units (“RSUs”) is determined at the date of grant using the Company’s closing stock price. In January 2017, the Company adopted Accounting Standards Update (“ASU”) No. 2016-09, Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, |
Restructuring and Impairment Charges | Restructuring and Impairment Charges Restructuring costs are primarily comprised of severance costs related to workforce reductions, contract termination costs and asset impairments. The Company recognizes restructuring charges when the liability has been incurred, except for employee termination benefits that are incurred over time. Generally, employee termination benefits (i.e., severance costs) are accrued at the date management has committed to a plan of termination and employees have been notified of their termination dates and expected severance payments. Key assumptions in determining the restructuring costs include the terms and payments that may be negotiated to terminate certain contractual obligations and the timing of employees leaving the Company. Other costs, including contract termination costs, are recorded when the arrangement is terminated. Asset impairment charges have been, and will be, recognized when management has concluded that the assets have been impaired. |
Warrants | Warrants The Company has issued warrants to purchase shares of its common stock in connection with financing activities. The Company accounted for some of these warrants as a liability at fair value and others as equity at fair value. The fair value of the outstanding warrants was estimated using the Black-Scholes Model. The Black-Scholes Model required inputs such as the expected term of the warrants, expected volatility and risk-free interest rate. These inputs were subjective and required significant analysis and judgment to develop. For the estimate of the expected term, the Company used the full remaining contractual term of the warrant. The Company determined the expected volatility assumption in the Black-Scholes Model based on historical stock price volatility observed on the Company’s underlying stock. The assumptions associated with contingent warrant liabilities were reviewed each reporting period and changes in the estimated fair value of these contingent warrant liabilities were recognized in revaluation of contingent warrant liabilities within the consolidated statements of comprehensive income (loss). |
Income Taxes | Income Taxes The Company accounts for income taxes using the liability method under which deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amount which is more likely than not to be realizable. The recognition, derecognition and measurement of a tax position is based on management’s best judgment given the facts, circumstances and information available at each reporting date. The Company’s policy is to recognize interest and penalties related to the underpayment of income taxes as a component of income tax expense. To date, there have been no interest or penalties charged in relation to the unrecognized tax benefits. |
Net Income (Loss) per Share Available to Common Stockholders | Net Income (Loss) per Share Available to Common Stockholders Basic net income (loss) per share available to common stockholders is based on the weighted average number of shares of common stock outstanding during the period. Net income (loss) available to common stockholders consists of net income (loss), as adjusted for the convertible preferred stock deemed dividends related to the beneficial conversion feature on this instrument at issuance. During periods of income, the Company allocates participating securities a proportional share of net income, after deduction of any deemed dividends on preferred stock, determined by dividing total weighted average participating securities by the sum of the total weighted average number of common stock and participating securities (the “two-class method”). The Company’s convertible preferred stock participates in any dividends declared by the Company on its common stock and are therefore considered to be participating securities. During periods of loss, the Company allocates no loss to participating securities because they have no contractual obligation to share in the losses of the Company. Diluted net income (loss) per share available to common stockholders is based on the weighted average number of shares outstanding during the period, adjusted to include the assumed conversion of preferred stock, certain stock options, RSUs, and warrants for common stock. The calculation of diluted income (loss) per share available to common stockholders requires that, to the extent the average market price of the underlying shares for the reporting period exceeds the exercise price of the warrants and the presumed exercise of such securities are dilutive to earnings (loss) per share available to common stockholders for the period, adjustments to net income (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 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 2017. The Company has not experienced any significant credit losses and does not generally require collateral on receivables. For the three months ended September 30, 2017, one customer represented 98% of total revenues. For the nine months ended September 30, 2017, one customer represented 96% of total revenues. For the three months ended September 30, 2016, three customers represented 51%, 37% and 12% of total revenues, respectively. For the nine months ended September 30, 2016, four customers represented 30%, 21%, 18%, and 10% of total revenues, respectively. As of September 30, 2017, two customers represented 55% |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued guidance codified in Accounting Standards Codification (“ASC”) 606, Revenue Recognition — Revenue from Contracts with Customers Revenue Recognition In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) |
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 Financ20
Condensed Consolidated Financial Statements Detail (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Condensed Consolidated Financial Statements Detail [Abstract] | |
Trade and Other Receivables | Trade and other receivables consisted of the following (in thousands): September 30, December 31, 2017 2016 Trade receivables, net $ 913 $ 474 Other receivables 113 92 Trade and other receivables, net $ 1,026 $ 566 |
Property and Equipment, Net | Property and equipment, net consisted of the following (in thousands): September 30, December 31, 2017 2016 Equipment and furniture $ 722 $ 14,023 Leasehold improvements 334 554 1,056 14,577 Less: Accumulated depreciation and amortization (959 ) (13,541 ) Property and equipment, net $ 97 $ 1,036 |
Accrued and Other Liabilities | Accrued and other liabilities consisted of the following (in thousands): September 30, December 31, 2017 2016 Accrued payroll and other benefits $ 151 $ 1,582 Accrued clinical trial costs — 458 Accrued incentive compensation 396 — Accrued legal and accounting fees 231 385 Deferred rent 746 707 Other 77 1,083 Total $ 1,601 $ 4,215 |
Reconciliation of Numerator and Denominator Used in Calculation of Basic and Diluted Net Income (Loss) Per Share Available to Common Stockholders | The following is a reconciliation of the numerator (net income or loss) and the denominator (number of shares) used in the calculation of basic and diluted net income (loss) per share available to common stockholders (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Numerator Net income (loss) $ 26,344 $ (12,525 ) $ 15,915 $ (36,050 ) Less: Deemed dividend on convertible preferred stock — — (5,603 ) — Less: Allocation of undistributed earnings to participating securities (10,306 ) — (3,703 ) — Net income (loss) available to common stockholders, basic $ 16,038 $ (12,525 ) $ 6,609 $ (36,050 ) Adjustments to undistributed earnings allocated to participating securities 380 — 60 — Net income (loss) available to common stockholders, diluted $ 16,418 $ (12,525 ) $ 6,669 $ (36,050 ) Denominator Weighted average shares outstanding used for basic net income (loss) per share available to common stockholders 7,786 6,029 7,424 6,010 Effect of dilutive stock options 489 — 193 — Weighted average shares outstanding used for diluted net income (loss) per share available to common stockholders 8,275 6,029 7,617 6,010 |
Outstanding Securities Considered Anti-Dilutive | Potentially dilutive securities are excluded from the calculation of diluted net income (loss) per share available to common stockholders if their inclusion is anti-dilutive. The following table shows the weighted-average outstanding securities considered anti-dilutive and therefore excluded from the computation of diluted net income (loss) per share available to common stockholders (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Convertible preferred stock (as converted) — — 4,160 — Common stock options and RSUs 313 558 753 549 Warrants for common stock 19 917 139 915 Total 332 1,475 5,052 1,464 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Financial Assets and Liabilities Carried at Fair Value on Recurring Basis | The following tables set forth the Company’s fair value hierarchy for its financial assets and liabilities measured at fair value on a recurring basis as follows (in thousands): Fair Value Measurements at September 30, 2017 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) $ 39,811 $ — $ — $ 39,811 Fair Value Measurements at December 31, 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) $ 4,161 $ — $ — $ 4,161 (1) Included in cash and cash equivalents |
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 September 30, 2017, and December 31, 2016, are as follows (in thousands): September 30, 2017 December 31, 2016 Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value Hercules term loan $ — $ — $ 16,850 $ 16,453 Novartis note 14,322 14,018 14,086 13,836 Servier loan — — 12,231 12,242 Total $ 14,322 $ 14,018 $ 43,167 $ 42,531 |
Restructuring Charges (Tables)
Restructuring Charges (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Restructuring And Related Activities [Abstract] | |
Components of Accrued Restructuring Costs | The following table summarizes the accrued restructuring costs on the condensed consolidated balance sheet as of September 30, 2017 (in thousands): Employee Severance and Other Benefits Balance at December 31, 2016 $ 3,594 Restructuring charges, net 3,451 Cash payments (6,601 ) Balance at September 30, 2017 $ 444 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
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 income (loss) relates to the following debt instruments (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Hercules term loan $ — $ 651 $ 311 $ 2,001 Servier loan 76 223 431 674 Novartis note 126 104 362 299 Other — 4 4 17 Total interest expense $ 202 $ 982 $ 1,108 $ 2,991 |
Common Stock Warrants (Tables)
Common Stock Warrants (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Warrants And Rights Note Disclosure [Abstract] | |
Summary of Common Stock Warrants Outstanding | As of September 30, 2017 and December 31, 2016, the following common stock warrants were outstanding: Issuance Date Expiration Date Balance Sheet Classification Exercise Price per Share September 30, 2017 December 31, 2016 March 2012 March 2017 Contingent warrant liability $ 35.20 — 479,277 September 2012 September 2017 Stockholders' equity (deficit) $ 70.80 — 1,967 February 2015 February 2020 Stockholders' equity (deficit) $ 66.20 9,063 9,063 February 2016 February 2021 Stockholders' equity (deficit) $ 15.40 8,249 8,249 17,312 498,556 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Weighted Average Assumptions | The fair value of the stock options granted during the three and nine months ended September 30, 2017 and 2016, was estimated based on the following weighted average assumptions: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Dividend yield 0 % 0 % 0 % 0 % Expected volatility 100 % 102 % 100 % 103 % Risk-free interest rate 1.88 % 1.13 % 1.79 % 1.14 % Expected term 5.6 years 5.6 years 5.6 years 5.6 years |
Stock Option Activity | Stock option activity for the nine months ended September 30, 2017, was as follows: Options Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value (in thousands) Outstanding at January 1, 2017 568,292 $ 77.70 Granted 1,095,722 5.08 Exercised (6,458 ) 4.50 Forfeited, expired or cancelled (189,141 ) 58.28 Outstanding at September 30, 2017 1,468,415 $ 26.33 $ 8.56 $ 17,448 Exercisable at September 30, 2017 399,969 $ 81.48 $ 6.39 $ 2,120 |
RSU Activity | RSU activity for the nine months ended September 30, 2017, is summarized below: Weighted- Number of Average Grant- Shares Date Fair Value Unvested at January 1, 2017 91,228 $ 39.82 Granted 11,799 $ 4.67 Vested (60,886 ) $ 37.12 Forfeited (22,142 ) $ 45.45 Unvested at September 30, 2017 19,999 $ 21.04 |
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 income (loss) (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Research and development $ 102 $ 802 $ 774 $ 2,796 General and administrative 1,936 927 4,119 3,404 Total stock-based compensation expense $ 2,038 $ 1,729 $ 4,893 $ 6,200 |
Description of Business - Addit
Description of Business - Additional Information (Details) - USD ($) $ in Thousands | Sep. 22, 2017 | Aug. 24, 2017 | Sep. 30, 2015 | Aug. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2016 | [1] | Sep. 30, 2016 | Dec. 31, 2015 |
Description Of Business [Line Items] | |||||||||
Accumulated deficit | $ 1,177,740 | $ 1,193,613 | |||||||
Working capital | 34,900 | ||||||||
Carrying value of the loan | 14,300 | ||||||||
Cash and cash equivalents | $ 47,747 | $ 25,742 | $ 20,618 | $ 65,767 | |||||
Secured Note Amendment [Member] | |||||||||
Description Of Business [Line Items] | |||||||||
Maturity date | Sep. 30, 2020 | ||||||||
Secured Note Amendment [Member] | XOMA-052 License Agreement [Member] | |||||||||
Description Of Business [Line Items] | |||||||||
Maturity date | Sep. 30, 2022 | Sep. 30, 2020 | |||||||
Novartis Pharma AG [Member] | |||||||||
Description Of Business [Line Items] | |||||||||
Cash proceeds received | $ 25,700 | ||||||||
Cash proceeds from sale of shares | $ 5,000 | ||||||||
[1] | The condensed consolidated balance sheet as of December 31, 2016 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, 2016. |
Basis of Presentation and Sig27
Basis of Presentation and Significant Accounting Policies - Additional Information (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2017USD ($)Customer | Sep. 30, 2016USD ($)Customer | Sep. 30, 2017USD ($)Customer | Sep. 30, 2016USD ($)Customer | Dec. 31, 2016Customer | |
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||
Unrecognized tax benefits, income tax penalties or interest charged | $ 0 | ||||
Allocation of undistributed earnings to participating securities | $ 10,306,000 | $ 0 | $ 3,703,000 | $ 0 | |
Contractual obligation | $ 0 | $ 0 | |||
Customer Concentration Risk [Member] | Trade Receivables [Member] | |||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||
Number of major customers | Customer | 2 | 1 | |||
Customer Concentration Risk [Member] | Trade Receivables [Member] | Customer 1 [Member] | |||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||
Concentration risk, percentage (in hundredths) | 55.00% | 85.00% | |||
Customer Concentration Risk [Member] | Trade Receivables [Member] | Customer 2 [Member] | |||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||
Concentration risk, percentage (in hundredths) | 45.00% | ||||
Customer Concentration Risk [Member] | Revenues [Member] | |||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||
Number of major customers | Customer | 1 | 3 | 1 | 4 | |
Customer Concentration Risk [Member] | Revenues [Member] | Customer 1 [Member] | |||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||
Concentration risk, percentage (in hundredths) | 98.00% | 51.00% | 96.00% | 30.00% | |
Customer Concentration Risk [Member] | Revenues [Member] | Customer 2 [Member] | |||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||
Concentration risk, percentage (in hundredths) | 37.00% | 21.00% | |||
Customer Concentration Risk [Member] | Revenues [Member] | Customer 3 [Member] | |||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||
Concentration risk, percentage (in hundredths) | 12.00% | 18.00% | |||
Customer Concentration Risk [Member] | Revenues [Member] | Customer 4 [Member] | |||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||
Concentration risk, percentage (in hundredths) | 10.00% |
Condensed Consolidated Financ28
Condensed Consolidated Financial Statements Detail - Additional Information 1 (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2015 | |
Cash and Cash Equivalents [Line Items] | |||||
Cash and cash equivalents | $ 47,747 | $ 25,742 | [1] | $ 20,618 | $ 65,767 |
Money market funds | 39,800 | 4,200 | |||
Demand Deposits [Member] | |||||
Cash and Cash Equivalents [Line Items] | |||||
Cash and cash equivalents | $ 7,900 | $ 21,500 | |||
[1] | The condensed consolidated balance sheet as of December 31, 2016 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, 2016. |
Condensed Consolidated Financ29
Condensed Consolidated Financial Statements Detail - Trade and Other Receivables (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 | |
Receivables [Abstract] | |||
Trade receivables, net | $ 913 | $ 474 | |
Other receivables | 113 | 92 | |
Trade and other receivables, net | $ 1,026 | $ 566 | [1] |
[1] | The condensed consolidated balance sheet as of December 31, 2016 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, 2016. |
Condensed Consolidated Financ30
Condensed Consolidated Financial Statements Detail - Property and Equipment, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 | |
Property Plant And Equipment [Abstract] | |||
Equipment and furniture | $ 722 | $ 14,023 | |
Leasehold improvements | 334 | 554 | |
Property and equipment, gross | 1,056 | 14,577 | |
Less: Accumulated depreciation and amortization | (959) | (13,541) | |
Property and equipment, net | $ 97 | $ 1,036 | [1] |
[1] | The condensed consolidated balance sheet as of December 31, 2016 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, 2016. |
Condensed Consolidated Financ31
Condensed Consolidated Financial Statements Detail - Additional Information 2 (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | |
Property, Plant and Equipment [Line Items] | |||
Total proceeds from sale of equipment and disposal of certain equipment | $ 1,614 | $ 45 | |
Total carrying value of equipment sold and disposed | $ 100 | 500 | |
Other Income (Expense) [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Gain (loss) on sale and disposal of equipment | $ (100) | $ 1,100 |
Condensed Consolidated Financ32
Condensed Consolidated Financial Statements Detail - Accrued and Other Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 | |
Accrued and other liabilities [Abstract] | |||
Accrued payroll and other benefits | $ 151 | $ 1,582 | |
Accrued clinical trial costs | 458 | ||
Accrued incentive compensation | 396 | ||
Accrued legal and accounting fees | 231 | 385 | |
Deferred rent | 746 | 707 | |
Other | 77 | 1,083 | |
Total | $ 1,601 | $ 4,215 | [1] |
[1] | The condensed consolidated balance sheet as of December 31, 2016 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, 2016. |
Condensed Consolidated Financ33
Condensed Consolidated Financial Statements Detail - Reconciliation of Numerator and Denominator Used in Calculation of Basic and Diluted Net Income (Loss) Per Share Available to Common Stockholders (Details) - USD ($) shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Numerator | ||||
Net income (loss) | $ 26,344,000 | $ (12,525,000) | $ 15,915,000 | $ (36,050,000) |
Less: Deemed dividend on convertible preferred stock | (5,603,000) | |||
Less: Allocation of undistributed earnings to participating securities | (10,306,000) | 0 | (3,703,000) | 0 |
Net income (loss) available to common stockholders, basic | 16,038,000 | (12,525,000) | 6,609,000 | (36,050,000) |
Adjustments to undistributed earnings allocated to participating securities | 380,000 | 60,000 | ||
Net income (loss) available to common stockholders, diluted | $ 16,418,000 | $ (12,525,000) | $ 6,669,000 | $ (36,050,000) |
Denominator | ||||
Weighted average shares used in computing basic net income (loss) per share available to common stockholders | 7,786 | 6,029 | 7,424 | 6,010 |
Effect of dilutive stock options | 489 | 193 | ||
Weighted average shares outstanding used for diluted net income (loss) per share available to common stockholders | 8,275 | 6,029 | 7,617 | 6,010 |
Condensed Consolidated Financ34
Condensed Consolidated Financial Statements Detail - Outstanding Securities Considered Anti-Dilutive (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 332 | 1,475 | 5,052 | 1,464 |
Convertible Preferred Stock (as Converted) [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 4,160 | |||
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) | 313 | 558 | 753 | 549 |
Warrants for Common Stock [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 19 | 917 | 139 | 915 |
Collaborative, Licensing and 35
Collaborative, Licensing and Other Arrangements - Novartis - Additional Information (Details) $ / shares in Units, € in Millions | Aug. 24, 2017USD ($)$ / sharesshares | Aug. 24, 2017EUR (€)shares | Sep. 30, 2017USD ($) | Dec. 31, 2015USD ($) | Sep. 30, 2017USD ($) | Dec. 31, 2016USD ($) | [1] |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||
Deferred revenue – current | $ 6,287,000 | $ 6,287,000 | $ 899,000 | ||||
Novartis Pharma AG [Member] | |||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||
Cash received from sale of shares | $ 5,000,000 | ||||||
Number of shares sold | shares | 539,131 | 539,131 | |||||
Common stock aggregate fair value | $ 4,800,000 | ||||||
Common stock closing price | $ / shares | $ 8.93 | ||||||
Common stock premium | $ 200,000 | ||||||
Novartis Pharma AG [Member] | Common Stock [Member] | |||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||
Cash received from sale of shares | $ 5,000,000 | ||||||
Number of shares sold | shares | 539,131 | 539,131 | |||||
Sale of stock price per share | $ / shares | $ 9.2742 | ||||||
Common stock closing price | $ / shares | $ 8.93 | ||||||
Novartis Pharma AG [Member] | Les Laboratories Servier [Member] | |||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||
Repayments of debt | $ 14,300,000 | € 12 | |||||
Collaborative Arrangement [Member] | Novartis [Member] | |||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||
Upfront payment received | $ 37,000,000 | ||||||
Eligible milestone payments receivable upon achievement of development, regulatory and commercial milestones | 480,000,000 | ||||||
Milestone received under the collaboration agreement | 10,000,000 | ||||||
XOMA-052 License Agreement [Member] | Novartis Pharma AG [Member] | |||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||
Upfront payment received | 15,700,000 | ||||||
Eligible milestone payments receivable upon achievement of development, regulatory and commercial milestones | 438,000,000 | ||||||
License agreement consideration received | 30,000,000 | ||||||
Milestone received under license agreement | 0 | ||||||
IL-1 Beta Target Agreement [Member] | Novartis Pharma AG [Member] | |||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||
Upfront payment received | 10,000,000 | ||||||
Revenue recognized under licensing agreement | 31,900,000 | ||||||
XOMA-052 License Agreement and IL-1 Beta Target Agreement [Member] | Novartis Pharma AG [Member] | |||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||
Upfront payment received | 25,700,000 | ||||||
License agreement consideration received | 40,200,000 | ||||||
Common stock premium | 200,000 | ||||||
XOMA-052 License Agreement and IL-1 Beta Target Agreement [Member] | Novartis Pharma AG [Member] | Les Laboratories Servier [Member] | |||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||
Repayments of debt | 14,300,000 | ||||||
Gevokizumab License Agreement [Member] | Novartis Pharma AG [Member] | |||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||
Deferred revenue – current | $ 4,800,000 | $ 4,800,000 | |||||
Amortization of deferred revenue | $ 3,500,000 | ||||||
[1] | The condensed consolidated balance sheet as of December 31, 2016 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, 2016. |
Collaborative, Licensing and 36
Collaborative, Licensing and Other Arrangements - Servier - Additional Information (Details) - Collaborative Arrangement [Member] - Servier [Member] - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Mar. 25, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||
Future initial research and development expenses to be funded by counterparty | $ 50,000,000 | ||||
Deferred revenue recognized | $ 600,000 | ||||
Contract and other revenue | $ 0 | $ 0 | $ 0 | $ 300,000 |
Collaborative, Licensing and 37
Collaborative, Licensing and Other Arrangements - NIAID - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2011 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||
Recognition of revenue | $ 115,000 | $ 205,000 | $ 340,000 | $ 1,844,000 | |
National Institute of Allergy and Infectious Diseases "NIAID" [Member] | Arrangement with Governmental Agency 1 [Member] | |||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||
Total contract amount awarded | $ 28,000,000 | ||||
Contractual term | 5 years | ||||
Recognition of revenue | $ 0 | $ 0 | $ 0 | $ 1,100,000 |
Collaborative, Licensing and 38
Collaborative, Licensing and Other Arrangements - Sale of Future Revenue Streams - Additional Information (Details) $ in Thousands | Dec. 21, 2016USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2017USD ($)Agreement | Dec. 31, 2016USD ($) | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||
Deferred revenue – current | $ 6,287 | $ 6,287 | $ 899 | [1] | |
Deferred revenue, non-current | 17,101 | $ 17,101 | 18,000 | [1] | |
HCRP [Member] | |||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||
Number of royalty Interest acquisition agreements | Agreement | 2 | ||||
Deferred revenue | 18,000 | ||||
Contract and other revenue | 100 | $ 300 | |||
Deferred revenue – current | 600 | 600 | |||
Deferred revenue, non-current | $ 17,100 | $ 17,100 | $ 18,000 | ||
HCRP [Member] | First Acquisition Agreement [Member] | |||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||
Upfront cash payment received | $ 6,500 | ||||
Eligible potential additional payments receivable upon achievement of specified net sales milestones in 2017, 2018 and 2019 | 4,000 | ||||
HCRP [Member] | Second Acquisition Agreement [Member] | |||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||
Upfront cash payment received | $ 11,500 | ||||
[1] | The condensed consolidated balance sheet as of December 31, 2016 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, 2016. |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets and Liabilities Carried at Fair Value on Recurring Basis (Details) - Recurring [Member] - Money Market Funds [Member] - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 | |
Assets: | |||
Money market funds | [1] | $ 39,811 | $ 4,161 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | |||
Assets: | |||
Money market funds | [1] | $ 39,811 | $ 4,161 |
[1] | Included in cash and cash equivalents |
Fair Value Measurements - Outst
Fair Value Measurements - Outstanding Debt Carrying Amount and Estimated Fair Value (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Carrying Amount [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Interest-bearing obligations | $ 14,322 | $ 43,167 |
Carrying Amount [Member] | Hercules Term Loan [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Interest-bearing obligations | 16,850 | |
Carrying Amount [Member] | Novartis Note [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Interest-bearing obligations | 14,322 | 14,086 |
Carrying Amount [Member] | Servier Loan [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Interest-bearing obligations | 12,231 | |
Estimated Fair Value [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Interest-bearing obligations | 14,018 | 42,531 |
Estimated Fair Value [Member] | Hercules Term Loan [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Interest-bearing obligations | 16,453 | |
Estimated Fair Value [Member] | Novartis Note [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Interest-bearing obligations | $ 14,018 | 13,836 |
Estimated Fair Value [Member] | Servier Loan [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Interest-bearing obligations | $ 12,242 |
Dispositions - Additional Infor
Dispositions - Additional Information (Details) - USD ($) | Nov. 04, 2015 | Feb. 28, 2017 | Sep. 30, 2017 | Sep. 30, 2017 | Mar. 31, 2017 |
Asset Purchase Agreement and Ology Bioservices License Agreement [Member] | |||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||||
Cash payments from Ology Bioservices | $ 4,500,000 | ||||
Number of shares removed from obligation to issue of common stock | 23,008 | ||||
Contingent upon achieving certain specified future operating objectives | $ 3,000,000 | ||||
Amount entitled to receive | $ 4,600,000 | $ 4,600,000 | $ 1,600,000 | ||
Milestone payment earned | 3,000,000 | ||||
Amount received from sale of discontinued operation | 300,000 | 700,000 | |||
Remaining consideration amount receivable | 3,900,000 | 3,900,000 | |||
Remaining amount receivable in monthly installments | 2,700,000 | 2,700,000 | |||
Remaining amount receivable in quarterly installments | $ 1,200,000 | $ 1,200,000 | |||
Biodefense Business [Member] | |||||
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 | 23,008 | ||||
Royalties receivable percentage on net sales | 15.00% | ||||
Biodefense Business [Member] | Maximum [Member] | |||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||||
Cash payments from Ology Bioservices | $ 4,500,000 |
Restructuring Charges - Additio
Restructuring Charges - Additional Information (Details) | Dec. 19, 2016Employee | Sep. 30, 2017USD ($) | Sep. 30, 2017USD ($)Employee | Sep. 30, 2016USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | [1] |
Restructuring Cost And Reserve [Line Items] | ||||||||
Restructuring (charges) credit | $ 29,000 | $ (3,451,000) | $ (15,000) | |||||
Accrued restructuring expenses | 444,000 | $ 444,000 | $ 3,594,000 | |||||
2016 Restructuring [Member] | ||||||||
Restructuring Cost And Reserve [Line Items] | ||||||||
Number of employees terminated | Employee | 57 | |||||||
2017 Restructuring [Member] | ||||||||
Restructuring Cost And Reserve [Line Items] | ||||||||
Number of employees terminated | Employee | 5 | |||||||
2017 and 2016 Restructuring [Member] | ||||||||
Restructuring Cost And Reserve [Line Items] | ||||||||
Payments for restructuring expenses | $ 6,600,000 | |||||||
Accrued restructuring expenses | 400,000 | 400,000 | ||||||
2017 and 2016 Restructuring [Member] | Severance, Other Termination Benefits and Outplacement Services [Member] | ||||||||
Restructuring Cost And Reserve [Line Items] | ||||||||
Restructuring (charges) credit | $ 29,000 | $ (3,500,000) | ||||||
2017 and 2016 Restructuring [Member] | Forecast [Member] | ||||||||
Restructuring Cost And Reserve [Line Items] | ||||||||
Expected remaining future payments for restructuring | $ 300,000 | |||||||
2017 and 2016 Restructuring [Member] | Forecast [Member] | Executive Severance [Member] | ||||||||
Restructuring Cost And Reserve [Line Items] | ||||||||
Expected remaining future payments for restructuring | $ 100,000 | |||||||
[1] | The condensed consolidated balance sheet as of December 31, 2016 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, 2016. |
Restructuring Charges - Compone
Restructuring Charges - Components of Accrued Restructuring Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | ||
Restructuring Cost And Reserve [Line Items] | ||||
Balance at period start | [1] | $ 3,594 | ||
Restructuring charges, net | $ 29 | (3,451) | $ (15) | |
Balance at period end | 444 | 444 | ||
Employee Severance and Other Benefits [Member] | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Balance at period start | 3,594 | |||
Restructuring charges, net | 3,451 | |||
Cash payments | (6,601) | |||
Balance at period end | $ 444 | $ 444 | ||
[1] | The condensed consolidated balance sheet as of December 31, 2016 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, 2016. |
Long-Term Debt - Novartis Note
Long-Term Debt - Novartis Note - Additional Information (Details) - USD ($) | Sep. 22, 2017 | Sep. 30, 2015 | May 31, 2005 | Sep. 30, 2017 | Dec. 31, 2016 |
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 | 3.44% | ||||
Outstanding principal balance | $ 14,300,000 | $ 14,100,000 | |||
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 | ||||
Secured Note Amendment [Member] | XOMA-052 License Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Maturity date | Sep. 30, 2022 | Sep. 30, 2020 |
Long-Term Debt - Servier Loan A
Long-Term Debt - Servier Loan Agreement - Additional Information (Details) | Aug. 25, 2017USD ($)€ / $ | Jan. 09, 2015USD ($)Tranche | Jan. 31, 2017USD ($) | Jan. 31, 2016EUR (€) | Jan. 31, 2011USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Jan. 31, 2018 | Jul. 31, 2017 | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017EUR (€) | Jan. 31, 2017EUR (€) | Dec. 31, 2016USD ($)€ / $ | Jan. 09, 2015EUR (€)Tranche |
Debt Instrument [Line Items] | |||||||||||||||
Accrued interest paid | $ 518,000 | $ 1,724,000 | |||||||||||||
Carrying value of the loan | $ 14,300,000 | 14,300,000 | |||||||||||||
Loss on extinguishment of debt | 135,000 | $ 650,000 | |||||||||||||
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 | ||||||||||||||
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 | $ 400,000 | 500,000 | |||||||||||
Carrying value of the loan | $ 12,200,000 | ||||||||||||||
Unrealized foreign exchange gains (loss) related to re-measurement of loan discount | 4,000 | 6,000 | 25,000 | 26,000 | |||||||||||
Outstanding principal balance | $ 12,600,000 | ||||||||||||||
Euro to US Dollar exchange rates | € / $ | 1.1932 | 1.052 | |||||||||||||
Unrealized foreign exchange gains (losses) related to re-measurement of loan | (600,000) | $ (100,000) | (1,700,000) | $ (400,000) | |||||||||||
Payment of debt through cash by NIBR | $ 14,300,000 | ||||||||||||||
Loss on extinguishment of debt | $ 100,000 | $ 100,000 | |||||||||||||
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-January 2017 Through Mid-July 2017 [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Period of interest resetting | 6 months | ||||||||||||||
Interest rate during period | 1.77% | ||||||||||||||
Servier Loan [Member] | Amendment No.3 [Member] | Tranche Two [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Maturity date | Jul. 15, 2017 | ||||||||||||||
Principal payment amount | € | € 5,000,000 | ||||||||||||||
Unamortized discount on debt | $ 400,000 | ||||||||||||||
Servier Loan [Member] | Forecast [Member] | Mid-July 2017 Through Mid-January 2018 [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Period of interest resetting | 6 months | ||||||||||||||
Interest rate during period | 1.73% |
Long-Term Debt - Hercules Term
Long-Term Debt - Hercules Term Loan - Additional Information (Details) - USD ($) | Feb. 27, 2015 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||||||
Carrying value of the loan | $ 14,300,000 | $ 14,300,000 | ||||
Loss on extinguishment of debt | (135,000) | $ (650,000) | ||||
Hercules Term Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Maturity date | Sep. 1, 2018 | |||||
Variable rate basis | The Hercules Term Loan had a variable interest rate that was 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 | |||||
Additional interest rate in case of default | 5.00% | |||||
Debt issuance costs | $ 500,000 | |||||
Final payment fee | $ 1,200,000 | |||||
Amortization of debt discount | $ 0 | $ 200,000 | $ 200,000 | $ 500,000 | ||
Outstanding principal balance | $ 17,500,000 | |||||
Carrying value of the loan | $ 16,900,000 | |||||
Prepayment charge not required to pay | 1.00% | |||||
Loss on extinguishment of debt | $ 500,000 | |||||
Aggregate number of unregistered shares of common stock called by warrants (in shares) | 9,063 | |||||
Exercise price of warrants (in dollars per share) | $ 66.20 | |||||
Estimated fair value of warrants | $ 500,000 | |||||
Exercisable period of warrants | 5 years | |||||
Warrants expiration period | 2020-02 | |||||
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 - Interest Expen
Long-Term Debt - Interest Expense and Amortization of Debt Issuance Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Interest expense and amortization of debt issuance costs [Abstract] | ||||
Interest expense | $ 202 | $ 982 | $ 1,108 | $ 2,991 |
Hercules Term Loan [Member] | ||||
Interest expense and amortization of debt issuance costs [Abstract] | ||||
Interest expense | 651 | 311 | 2,001 | |
Servier Loan [Member] | ||||
Interest expense and amortization of debt issuance costs [Abstract] | ||||
Interest expense | 76 | 223 | 431 | 674 |
Novartis Note [Member] | ||||
Interest expense and amortization of debt issuance costs [Abstract] | ||||
Interest expense | $ 126 | 104 | 362 | 299 |
Other [Member] | ||||
Interest expense and amortization of debt issuance costs [Abstract] | ||||
Interest expense | $ 4 | $ 4 | $ 17 |
Common Stock Warrants - Summary
Common Stock Warrants - Summary of Common Stock Warrants Outstanding (Details) - $ / shares | 9 Months Ended | ||
Sep. 30, 2017 | Dec. 31, 2016 | Mar. 31, 2012 | |
Class Of Warrant Or Right [Line Items] | |||
Warrant outstanding (in shares) | 17,312 | 498,556 | |
Five Year Warrants Issued in March 2012 [Member] | |||
Class Of Warrant Or Right [Line Items] | |||
Exercise price of warrants (in dollars per share) | $ 35.20 | ||
Five Year Warrants Issued in March 2012 [Member] | Contingent Warrant Liability [Member] | |||
Class Of Warrant Or Right [Line Items] | |||
Issuance Date | 2012-03 | ||
Expiration Date | 2017-03 | ||
Exercise price of warrants (in dollars per share) | $ 35.20 | ||
Warrant outstanding (in shares) | 479,277 | ||
Five Year Warrants Issued in September 2012 [Member] | Stockholders' Equity (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) | $ 70.80 | ||
Warrant outstanding (in shares) | 1,967 | ||
Five Year Warrants Issued in February 2015 [Member] | Stockholders' Equity (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) | $ 66.20 | ||
Warrant outstanding (in shares) | 9,063 | 9,063 | |
Five Year Warrants Issued in February 2016 [Member] | Stockholders' Equity (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) | $ 15.40 | ||
Warrant outstanding (in shares) | 8,249 | 8,249 |
Common Stock Warrants - Additio
Common Stock Warrants - Additional Information (Details) - Five Year Warrants Issued in March 2012 [Member] | 1 Months Ended |
Mar. 31, 2012$ / sharesshares | |
Class Of Warrant Or Right [Line Items] | |
Aggregate number of unregistered shares of common stock called by warrants (in shares) | shares | 741,729 |
Exercise price of warrants (in dollars per share) | $ / shares | $ 35.20 |
Warrants expiration period | 2017-03 |
Legal Proceedings, Commitment50
Legal Proceedings, Commitments and Contingencies - Additional Information (Details) $ in Millions | 1 Months Ended | 9 Months Ended |
Sep. 30, 2017USD ($)RenewalOption | Sep. 30, 2017USD ($)RenewalOption | |
Commitments And Contingencies Disclosure [Abstract] | ||
Estimate of milestone payments | $ 15.5 | $ 15.5 |
Operating leases, expiry date | 2023-04 | |
Operating leases, number of successive renewal options | RenewalOption | 2 | 2 |
Operating leases, extended lease term | 5 years | |
Lease agreement term | 63 months | |
Lease commencement date | Oct. 1, 2017 | |
Total lease payments | $ 1.3 | $ 1.3 |
Lease payments term | 2022-11 |
Stock-based Compensation - Addi
Stock-based Compensation - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
May 31, 2017 | Feb. 28, 2017 | Sep. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Apr. 30, 2017 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock-based compensation expense | $ 4,893 | $ 6,200 | ||||
Stock Options [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of stock options granted to members of board of directors, executives, and non-executive employees | 1,095,722 | |||||
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 | |||||
Stock Options [Member] | Non Executive Employee [Member] | Minimum [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Vesting period | 3 years | |||||
Stock Options [Member] | Non Executive Employee [Member] | Maximum [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Vesting period | 4 years | |||||
Stock Options [Member] | Directors [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Vesting period | 1 year | |||||
Performance Shares [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock-based compensation expense | $ 0 | |||||
Additional disclosures [Abstract] | ||||||
Options granted | 412,500 | |||||
Grant date fair value | $ 700 | $ 700 | ||||
Restricted Stock Units (RSUs) [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] | Non Executive Employee [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Vesting period | 3 years | |||||
Restricted Stock Units (RSUs) [Member] | Directors [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Vesting period | 1 year | |||||
2010 Plan [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of stock options granted to members of board of directors, executives, and non-executive employees | 998,000 | 1,018,000 | ||||
Vesting period | 3 years | |||||
2010 Plan [Member] | Options and Stock Appreciation Rights [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Increase in shares per person award limits | 2,000,000 | |||||
2010 Plan [Member] | Other Types of Stock Awards [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Increase in shares per person award limits | 2,000,000 | |||||
2010 Plan [Member] | Stock Options [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock-based compensation expense | $ 500 | $ 700 | ||||
2010 Plan [Member] | Common Stock [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Increase in aggregate number of shares authorized for issuance | 1,470,502 | |||||
Shares authorized for issuance | 2,579,062 | |||||
2010 Plan [Member] | Common Stock [Member] | Incentive Stock Options [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Increase in aggregate number of shares authorized for issuance | 2,004,087 | |||||
Shares authorized for issuance | 2,579,062 | |||||
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% | |||||
2015 ESPP [Member] | Common Stock [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Increase in aggregate number of shares authorized for issuance | 250,000 | |||||
Shares authorized for issuance | 265,000 | 15,000 | ||||
Increase in shares per person award limits | 2,500 |
Stock-based Compensation - Weig
Stock-based Compensation - Weighted Average Assumptions (Details) - Stock Options [Member] | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Stock-based awards weighted average assumptions [Abstract] | ||||
Dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Expected volatility | 100.00% | 102.00% | 100.00% | 103.00% |
Risk-free interest rate | 1.88% | 1.13% | 1.79% | 1.14% |
Expected term | 5 years 7 months 7 days | 5 years 7 months 7 days | 5 years 7 months 7 days | 5 years 7 months 7 days |
Stock-based Compensation - Stoc
Stock-based Compensation - Stock Option Activity (Details) - Stock Options [Member] $ / shares in Units, $ in Thousands | 9 Months Ended |
Sep. 30, 2017USD ($)$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Options, Outstanding at January 1, 2017 | shares | 568,292 |
Options, Granted | shares | 1,095,722 |
Options, Exercised | shares | (6,458) |
Options, Forfeited, expired or cancelled | shares | (189,141) |
Options, Outstanding at September 30, 2017 | shares | 1,468,415 |
Options, Exercisable at September 30, 2017 | shares | 399,969 |
Weighted Average Exercise Price Per Share, Outstanding at January 1, 2017 | $ / shares | $ 77.70 |
Weighted Average Exercise Price Per Share, Granted | $ / shares | 5.08 |
Weighted Average Exercise Price Per Share, Exercised | $ / shares | 4.50 |
Weighted Average Exercise Price Per Share, Forfeited, expired or cancelled | $ / shares | 58.28 |
Weighted Average Exercise Price Per Share, Outstanding at September 30, 2017 | $ / shares | 26.33 |
Weighted Average Exercise Price Per Share, Exercisable at September 30, 2017 | $ / shares | $ 81.48 |
Weighted Average Remaining Contractual Life (in years), Outstanding at September 30, 2017 | 8 years 6 months 21 days |
Weighted Average Remaining Contractual Life (in years), Exercisable at September 30, 2017 | 6 years 4 months 20 days |
Aggregate Intrinsic Value, Outstanding at September 30, 2017 | $ | $ 17,448 |
Aggregate Intrinsic Value, Exercisable at September 30, 2017 | $ | $ 2,120 |
Stock-based Compensation - RSU
Stock-based Compensation - RSU Activity (Details) - Restricted Stock Units (RSUs) [Member] | 9 Months Ended |
Sep. 30, 2017$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Shares, Unvested at January 1, 2017 | shares | 91,228 |
Number of Shares, Granted | shares | 11,799 |
Number of Shares, Vested | shares | (60,886) |
Number of Shares, Forfeited | shares | (22,142) |
Number of Shares, Unvested at September 30, 2017 | shares | 19,999 |
Weighted-Average Grant-Date Fair Value, Unvested at January 1, 2017 | $ / shares | $ 39.82 |
Weighted-Average Grant-Date Fair Value, Granted | $ / shares | 4.67 |
Weighted-Average Grant-Date Fair Value, Vested | $ / shares | 37.12 |
Weighted-Average Grant-Date Fair Value, Forfeited | $ / shares | 45.45 |
Weighted-Average Grant-Date Fair Value, Unvested at September 30, 2017 | $ / shares | $ 21.04 |
Stock-based Compensation - St55
Stock-based Compensation - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | $ 2,038 | $ 1,729 | $ 4,893 | $ 6,200 |
Research and Development [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | 102 | 802 | 774 | 2,796 |
General and Administrative [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | $ 1,936 | $ 927 | $ 4,119 | $ 3,404 |
Capital Stock - Biotechnology V
Capital Stock - Biotechnology Value Fund Financing - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 9 Months Ended | ||
Feb. 28, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Class Of Warrant Or Right [Line Items] | ||||
Cash proceeds from issuance of common stock and convertible preferred stock | $ 24,900 | $ 29,959 | $ 45 | |
Preferred stock, stated value | $ 0.05 | $ 0.05 | ||
Ownership percentage on outstanding shares | 18.50% | |||
Convertible Preferred Stock (as Converted) [Member] | ||||
Class Of Warrant Or Right [Line Items] | ||||
Sale of shares | 5,003 | |||
Preferred stock, stated value | $ 4,030 | |||
Conversion of preferred stock into registered common stock | 1,000 | |||
Preferred stock conversion price per share | $ 4.03 | |||
Total number of shares of common stock issued upon conversion | 5,003,000 | |||
Percentage of convertible preferred stock conversion blocker provision | 19.99% | |||
Convertible preferred stock voting rights description | Shares of Series X convertible preferred stock will generally have no voting rights, except as required by law and except that the consent of the holders of the outstanding Series X convertible preferred stock will be required to amend the terms of the Series X preferred stock and to approve certain corporate actions. | |||
Ownership percentage on outstanding shares upon conversion | 49.50% | |||
Preferred shares converted | 0 | |||
Fair value of common stock amount exceeded purchase price of convertible preferred stock | $ 5,600 | |||
Common Stock [Member] | ||||
Class Of Warrant Or Right [Line Items] | ||||
Sale of shares | 1,200,000 | |||
Common stock share price | $ 4.03 |
Capital Stock - ATM Agreements
Capital Stock - ATM Agreements - Additional Information (Details) - USD ($) | 1 Months Ended | 9 Months Ended | |
Feb. 28, 2017 | Sep. 30, 2017 | Nov. 12, 2015 | |
Common Stock [Member] | |||
Class Of Warrant Or Right [Line Items] | |||
Sale of shares | 1,200,000 | ||
2015 ATM Agreement [Member] | |||
Class Of Warrant Or Right [Line Items] | |||
Sales commission paid per transaction (in hundredths) | 3.00% | ||
Maximum amount of shares can be issued | $ 75,000,000 | ||
Proceeds from issuance of common stock | $ 600,000 | ||
Offering costs offset against proceeds upon sale of common stock | $ 200,000 | ||
2015 ATM Agreement [Member] | Common Stock [Member] | |||
Class Of Warrant Or Right [Line Items] | |||
Sale of shares | 110,252 |
Capital Stock - Common Stock Pu
Capital Stock - Common Stock Purchase Agreement - Additional Information (Details) - Novartis AG [Member] $ / shares in Units, $ in Millions | Aug. 24, 2017USD ($)$ / sharesshares |
Class Of Warrant Or Right [Line Items] | |
Number of common stock agreed to issue and sell | shares | 539,131 |
Common stock sale price | $ / shares | $ 9.2742 |
Aggregate purchase price of common stock agreed to issue and sell | $ 5 |
Common stock aggregate fair value | $ 4.8 |
Common stock closing price | $ / shares | $ 8.93 |
Common stock purchase agreement date | Aug. 24, 2017 |
Common stock premium | $ 0.2 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Sep. 30, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
Provision for income taxes | $ 1,706,000 | $ 1,706,000 | $ 0 |