Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Aug. 02, 2019 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | XOMA Corp | |
Trading Symbol | XOMA | |
Entity Central Index Key | 0000791908 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 8,727,617 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q2 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2019 | |
Entity Current Reporting Status | Yes | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Tax Identification Number | 522154066 | |
Entity File Number | 0-14710 | |
Entity Address, Address Line One | 2200 Powell Street | |
Entity Address, Address Line Two | Suite 310 | |
Entity Address, City or Town | Emeryville | |
Entity Address, State or Province | California | |
Entity Address, Postal Zip Code | 94608 | |
City Area Code | (510) | |
Local Phone Number | 204-7200 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 | [1] |
Current assets: | |||
Cash | $ 42,327 | $ 45,780 | |
Trade and other receivables | 2,577 | 1,468 | |
Prepaid expenses and other current assets | 619 | 378 | |
Total current assets | 45,523 | 47,626 | |
Property and equipment, net | 46 | 59 | |
Operating lease right-of-use assets | 6,417 | ||
Long-term royalty receivables | 24,375 | 15,000 | |
Long-term equity securities | 1,138 | 392 | |
Other assets | 835 | 708 | |
Total assets | 78,334 | 63,785 | |
Current liabilities: | |||
Accounts payable | 1,369 | 1,244 | |
Accrued and other liabilities | 615 | 2,382 | |
Contingent consideration under royalty purchase agreements | 3,075 | ||
Operating lease liabilities | 2,297 | ||
Unearned revenue recognized under units-of-revenue method | 851 | 490 | |
Contract liabilities | 798 | 798 | |
Current portion of long-term debt | 2,675 | 789 | |
Total current liabilities | 11,680 | 5,703 | |
Unearned revenue recognized under units-of-revenue method – long-term | 16,214 | 17,017 | |
Long-term debt | 23,348 | 21,690 | |
Long-term operating lease liabilities | 5,806 | ||
Other liabilities – long-term | 294 | 590 | |
Total liabilities | 57,342 | 45,000 | |
Commitments and Contingencies (Note 11) | |||
Stockholders’ equity: | |||
Convertible preferred stock, $0.05 par value, 1,000,000 shares authorized, 6,256 shares issued and outstanding at June 30, 2019 and December 31, 2018 | |||
Common stock, $0.0075 par value, 277,333,332 shares authorized, 8,727,617 and 8,690,723 shares issued and outstanding at June 30, 2019 and December 31, 2018, respectively | 65 | 65 | |
Additional paid-in capital | 1,214,168 | 1,211,122 | |
Accumulated deficit | (1,193,241) | (1,192,402) | |
Total stockholders’ equity | 20,992 | 18,785 | |
Total liabilities and stockholders’ equity | $ 78,334 | $ 63,785 | |
[1] | The condensed consolidated balance sheet as of December 31, 2018 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, 2018. |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) (Parenthetical) - $ / shares | Jun. 30, 2019 | Dec. 31, 2018 |
Statement Of Financial Position [Abstract] | ||
Convertible preferred stock, par value (in dollars per share) | $ 0.05 | $ 0.05 |
Convertible preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Convertible preferred stock, shares issued (in shares) | 6,256 | 6,256 |
Convertible preferred stock, shares outstanding (in shares) | 6,256 | 6,256 |
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) | 8,727,617 | 8,690,723 |
Common stock, shares outstanding (in shares) | 8,727,617 | 8,690,723 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Revenues: | ||||
Revenue from contracts with customers | $ 625 | $ 2,341 | $ 8,651 | $ 2,743 |
Revenue recognized under units-of-revenue method | 337 | (86) | 442 | (25) |
Total revenues | 962 | 2,255 | 9,093 | 2,718 |
Operating expenses: | ||||
Research and development | 724 | 376 | 980 | 808 |
General and administrative | 4,949 | 4,411 | 10,888 | 9,579 |
Restructuring | 459 | 459 | ||
Total operating expenses | 5,673 | 5,246 | 11,868 | 10,846 |
Loss from operations | (4,711) | (2,991) | (2,775) | (8,128) |
Other income (expense), net: | ||||
Interest expense | (423) | (178) | (852) | (348) |
Other income, net | 1,062 | 1,222 | 2,788 | 2,723 |
Net loss and comprehensive loss | $ (4,072) | $ (1,947) | $ (839) | $ (5,753) |
Basic and diluted net loss per share available to common stockholders | $ (0.47) | $ (0.23) | $ (0.10) | $ (0.69) |
Weighted average shares used in computing basic and diluted net loss per share available to common stockholders | 8,725 | 8,362 | 8,716 | 8,338 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (unaudited) - USD ($) shares in Thousands, $ in Thousands | Total | Convertible Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | |
Balance at Dec. 31, 2017 | $ 5,786 | $ 62 | $ 1,184,783 | $ (1,179,059) | ||
Balance (in shares) at Dec. 31, 2017 | 5 | 8,249 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Exercise of stock options | 14 | 14 | ||||
Issuance of common stock related to 401(k) contribution | 20 | 20 | ||||
Issuance of common stock related to 401(k) contribution (in shares) | 1 | |||||
Vesting of restricted stock units (in shares) | 14 | |||||
Stock-based compensation expense | 1,416 | 1,416 | ||||
Issuance of common stock | 2,207 | 2,207 | ||||
Issuance of common stock (in shares) | 68 | |||||
Net income (loss) and comprehensive income (loss) | (3,806) | (3,806) | ||||
Balance at Mar. 31, 2018 | 5,637 | $ 62 | 1,188,440 | (1,182,865) | ||
Balance (in shares) at Mar. 31, 2018 | 5 | 8,332 | ||||
Balance at Dec. 31, 2017 | 5,786 | $ 62 | 1,184,783 | (1,179,059) | ||
Balance (in shares) at Dec. 31, 2017 | 5 | 8,249 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) and comprehensive income (loss) | (5,753) | |||||
Balance at Jun. 30, 2018 | 4,852 | $ 63 | 1,189,601 | (1,184,812) | ||
Balance (in shares) at Jun. 30, 2018 | 5 | 8,379 | ||||
Balance at Mar. 31, 2018 | 5,637 | $ 62 | 1,188,440 | (1,182,865) | ||
Balance (in shares) at Mar. 31, 2018 | 5 | 8,332 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Exercise of stock options | 231 | $ 1 | 230 | |||
Exercise of stock options (in shares) | 44 | |||||
Issuance of common stock related to ESPP | 22 | 22 | ||||
Issuance of common stock related to ESPP (in shares) | 1 | |||||
Vesting of restricted stock units (in shares) | 2 | |||||
Stock-based compensation expense | 770 | 770 | ||||
Issuance of warrants | 139 | 139 | ||||
Net income (loss) and comprehensive income (loss) | (1,947) | (1,947) | ||||
Balance at Jun. 30, 2018 | 4,852 | $ 63 | 1,189,601 | (1,184,812) | ||
Balance (in shares) at Jun. 30, 2018 | 5 | 8,379 | ||||
Balance at Dec. 31, 2018 | 18,785 | [1] | $ 65 | 1,211,122 | (1,192,402) | |
Balance (in shares) at Dec. 31, 2018 | 6 | 8,691 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Exercise of stock options | 115 | 115 | ||||
Exercise of stock options (in shares) | 24 | |||||
Issuance of common stock related to 401(k) contribution | 102 | 102 | ||||
Issuance of common stock related to 401(k) contribution (in shares) | 7 | |||||
Vesting of restricted stock units (in shares) | 2 | |||||
Stock-based compensation expense | 1,728 | 1,728 | ||||
Issuance of warrants | 66 | 66 | ||||
Net income (loss) and comprehensive income (loss) | 3,233 | 3,233 | ||||
Balance at Mar. 31, 2019 | 24,029 | $ 65 | 1,213,133 | (1,189,169) | ||
Balance (in shares) at Mar. 31, 2019 | 6 | 8,724 | ||||
Balance at Dec. 31, 2018 | 18,785 | [1] | $ 65 | 1,211,122 | (1,192,402) | |
Balance (in shares) at Dec. 31, 2018 | 6 | 8,691 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) and comprehensive income (loss) | (839) | |||||
Balance at Jun. 30, 2019 | 20,992 | $ 65 | 1,214,168 | (1,193,241) | ||
Balance (in shares) at Jun. 30, 2019 | 6 | 8,728 | ||||
Balance at Mar. 31, 2019 | 24,029 | $ 65 | 1,213,133 | (1,189,169) | ||
Balance (in shares) at Mar. 31, 2019 | 6 | 8,724 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Exercise of stock options | 8 | 8 | ||||
Exercise of stock options (in shares) | 2 | |||||
Issuance of common stock related to ESPP | 16 | 16 | ||||
Issuance of common stock related to ESPP (in shares) | 2 | |||||
Stock-based compensation expense | 1,011 | 1,011 | ||||
Net income (loss) and comprehensive income (loss) | (4,072) | (4,072) | ||||
Balance at Jun. 30, 2019 | $ 20,992 | $ 65 | $ 1,214,168 | $ (1,193,241) | ||
Balance (in shares) at Jun. 30, 2019 | 6 | 8,728 | ||||
[1] | The condensed consolidated balance sheet as of December 31, 2018 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, 2018. |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | ||
Cash flows from operating activities: | |||
Net loss | $ (839) | $ (5,753) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Fair value of Rezolute common stock shares received as consideration for license agreement | (955) | ||
Stock-based compensation expense | 2,739 | 2,186 | |
Common stock contribution to 401(k) | 102 | 20 | |
Depreciation and amortization | 12 | 15 | |
Amortization of debt issuance costs, debt discount and final payment on debt | 234 | 12 | |
Loss on sublease | 591 | ||
Non-cash lease expense | (97) | ||
Change in fair value of long-term equity securities | (746) | 402 | |
Other | (20) | ||
Changes in assets and liabilities: | |||
Trade and other receivables | (1,151) | (83) | |
Prepaid expenses and other assets | (368) | (193) | |
Accounts payable and accrued liabilities | 193 | (2,421) | |
Unearned revenue recognized under units-of-revenue method | (442) | 25 | |
Income tax payable | (1,637) | ||
Other liabilities | 427 | 623 | |
Net cash provided by (used in) operating activities | 64 | (7,188) | |
Cash flows from investing activities: | |||
Payments related to purchase of royalty rights | (6,300) | ||
Net cash used in investing activities | (6,300) | ||
Cash flows from financing activities: | |||
Proceeds from issuance of common stock, net of issuance costs | 17 | 2,331 | |
Proceeds from exercise of options | 257 | 481 | |
Proceeds from issuance of long-term debt | 3,000 | ||
Payment of preferred and common stock issuance costs | (377) | ||
Debt issuance costs and loan fees | (181) | ||
Principal payments – finance lease | (7) | (7) | |
Taxes paid related to net share settlement of equity awards | (107) | (237) | |
Net cash provided by financing activities | 2,783 | 2,387 | |
Effect of exchange rate changes on cash | 20 | ||
Net decrease in cash | (3,453) | (4,781) | |
Cash at the beginning of the period | 45,780 | [1] | 43,471 |
Cash at the end of the period | 42,327 | 38,690 | |
Supplemental Cash Flow Information: | |||
Cash paid for interest | 217 | ||
Cash paid for taxes | 1,637 | ||
Non-cash investing and financing activities: | |||
Interest added to principal balance on long-term debt | 376 | 281 | |
Prepaid financing cost related to issuance of common stock | 100 | ||
Issuance of common stock warrant under SVB loan | 66 | $ 139 | |
Estimated fair value of contingent consideration under the royalty purchase agreements | $ 3,075 | ||
[1] | The condensed consolidated balance sheet as of December 31, 2018 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, 2018. |
Description of Business
Description of Business | 6 Months Ended |
Jun. 30, 2019 | |
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 therapeutic candidates derived from its unique platform of antibody technologies. Over the Company’s extensive history, it built a pipeline of fully-funded programs discovered by its licensees and partners from direct use of the Company’s proprietary antibody discovery platform and from product candidates it discovered and advanced prior to licensing them to licensees who assumed the responsibilities of subsequent development, regulatory approval and commercialization. Fully-funded programs are those for which the Company’s partners pay the development and commercialization costs. As licensees advance these programs, the Company is eligible for potential milestone and/or royalty payments. As part of the Company’s royalty aggregator business model, the Company will continue to expand its pipeline of fully-funded programs by acquiring potential milestone and royalty revenue streams on additional product candidates. Liquidity and Financial Condition The Company has incurred significant operating losses and negative cash flows from operations since its inception. As of June 30, 2019, the Company had cash of $42.3 million. Based on the Company’s current cash balance and its ability to control discretionary spending, such as royalty acquisitions, the Company has evaluated and concluded there are no conditions or events that raise substantial doubt about its ability to continue as a going concern for a period of one year following the date that these condensed consolidated financial statements are issued. |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2019 | |
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 condensed 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, 2018, filed with the U.S. Securities and Exchange Commission (“SEC”) on March 7, 2019. 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, long-term equity securities, debt amendments, operating lease right-of-use assets, legal contingencies, c ontingent consideration under royalty purchase agreements Actual results may differ significantly from these estimates, such as the Company’s billing under government contracts and amortization of the payments received from HealthCare Royalty Partners II, L.P. (“HCRP”). Under the Company’s contracts with the National Institute of Allergy and Infectious Diseases (“NIAID”), a part of the National Institutes of Health (“NIH”), the Company billed using NIH’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 material. In addition, under the contracts with HCRP, the amortization for the reporting period is calculated based on the payments expected to be made by the licensees to HCRP over the term of the arrangement. Any changes to the estimated payments by the licensees to HCRP can result in a material adjustment to revenue previously reported. Revenue Recognition Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations, and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation based on relative fair values, when (or as) the performance obligation is satisfied. The Company recognizes revenue from its license and collaboration arrangements and royalties. The terms of the arrangements generally include payment to the Company of one or more of the following: non-refundable, upfront license fees, development, regulatory and commercial milestone payments, and royalties on net sales of licensed products. License If the license to the Company’s intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenue from non-refundable, upfront fees allocated to the license when the license is transferred to the customer and the customer is able to use and benefit from the license. For licenses that are bundled with other promises, such as transfer of related materials, process and know-how, the Company utilizes judgement to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time. Under the Company’s license agreements, the nature of the combined performance obligation is the granting of licenses to the customers as the other promises are not separately identifiable in the context of the arrangement. Since the Company grants the license to a customer as it exists at the point of transfer, and is not involved in any future development or commercialization of the products related to the license, the nature of the license is a right to use the Company’s intellectual property as transferred. As such, the Company recognizes revenue related to the combined performance obligation upon completion of the delivery of the related materials, process and know-how (i.e., at a point in time). Milestone payments At the inception of each arrangement that includes development and regulatory milestone payments, the Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price. ASC 606 suggests two alternatives to use when estimating the amount of variable consideration: the expected value method and the most likely amount method. Under the expected value method, an entity considers the sum of probability-weighted amounts in a range of possible consideration amounts. Under the most likely amount method, an entity considers the single most likely amount in a range of possible consideration amounts. The Company expects to use the most likely amount method for development and regulatory milestone payments. If it is probable that a significant cumulative revenue reversal would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the control of the Company or the licensee, such as regulatory approvals, are not considered probable of being achieved until those approvals are received. The transaction price is then allocated to each performance obligation on a relative stand-alone selling price basis. The Company recognizes revenue as or when the performance obligations under the contract are satisfied. At the end of each subsequent reporting period, the Company re-evaluates the probability or achievement of each such milestone and any related constraint, and if necessary, adjusts its estimates of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect revenue and earnings in the period of adjustment. Royalties For arrangements that include sales-based royalties, including milestone payments based on the level of sales, and the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). Upfront payments and fees are recorded as deferred revenue upon receipt or when due, and may require deferral of revenue recognition to a future period until the Company performs its obligations under these arrangements. Amounts payable to the Company are recorded as accounts receivable when the Company’s right to consideration is unconditional. The Company does not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the customer and the transfer of the promised goods or services to the customer will be one year or less. Sale of Future Revenue Streams The Company has sold its rights to receive certain milestones and royalties on product sales. In the circumstance where the Company has sold its rights to future milestones and royalties under a license agreement and also maintains limited continuing involvement in the arrangement (but not significant continuing involvement in the generation of the cash flows that are due to the purchaser), the Company defers recognition of the proceeds it receives for the sale of milestone or royalty streams and recognizes such unearned revenue as revenue under units-of-revenue method over the life of the underlying license agreement. Under the units-of-revenue method, amortization for a reporting period is calculated by computing a ratio of the proceeds received from the purchaser to the total payments expected to be made to the purchaser over the term of the agreement, and then applying that ratio to the period’s cash payment. Estimating the total payments expected to be received by the purchaser over the term of such arrangements requires management to use subjective estimates and assumptions. Changes to the Company’s estimate of the payments expected to be made to the purchaser over the term of such arrangements could have a material effect on the amount of revenues recognized in any particular period. Stock-Based Compensation The Company recognizes compensation expense for all stock-based payment awards made to the Company’s employees, consultants and directors that are expected to vest based on estimated fair values. The valuation of stock option awards is determined at the date of grant using the Black-Scholes 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 forfeitures when they occur. The Company records compensation expense for service-based awards on a straight-line basis over the requisite service period, which is generally the vesting period of the award, or to the date on which retirement eligibility is achieved, if shorter. For awards with performance-based conditions, at the point that it becomes probable that the performance conditions will be met, the Company records a cumulative catch-up of the expense from the grant date to the current date, and then amortizes the remainder of the expense over the remaining service period. 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. Equity Securities The Company received shares of common stock from Rezolute, Inc. (“Rezolute”) in April 2018 (Note 4). Equity investments in Rezolute are classified in the condensed consolidated balance sheets as long-term equity securities. The equity securities are measured at fair value, with changes in fair value recorded in the other income (expense), net line item of the condensed consolidated statement of operations and comprehensive income (loss) at each reporting period. The Company remeasures its equity investments at each reporting period until such time that the investment is sold or disposed of. If the Company sells an investment, any realized gains and losses on the sale of the securities will be recognized in the condensed consolidated statement of operations and comprehensive income (loss) in the period of sale. Purchase of Rights to Future Milestones and Royalties The Company has purchased rights to receive a portion of certain future developmental, regulatory and commercial sales milestones, royalties and option fees on sales of products currently in clinical development. The Company has accounted for the purchased rights as a financial asset in accordance with ASC 310, Receivables The Company accounts for milestone and royalty rights related to developmental pipeline products on a non-accrual basis using the cost recovery method. These developmental pipeline products are non-commercialized, non-approved products that require Food and Drug Administration (“FDA”) or other regulatory approval, and thus have uncertain cash flows. The Company is not yet able to reliably forecast future cash flows given their pre-commercial stages of development. The related receivable balance is classified as noncurrent since no payments are probable to be received in the near term. Under the cost recovery method, any milestone or royalty received is recorded as a direct reduction of the recorded receivable balance. When the recorded receivable balance has been fully collected, any additional amounts collected are recognized as revenue. The Company reviews any impairment indicators and changes in expected recoverability of the long-term royalty receivable asset regularly. If expected future cash flows discounted to the current period are less than the carrying value of the asset, the Company will record impairment. The impairment will be recognized by reducing the financial asset to an amount that represents the present value of the most recent estimate of cash flows. Leases The Company has entered into lease agreements for its corporate office facility in Emeryville, California and for additional office and laboratory facilities in Berkeley, California. Effective January 1, 2019, the Company adopted ASC Topic 842, Leases The Company determines the initial classification and measurement of its right-of-use assets and lease liabilities at the lease commencement date and thereafter if modified. The lease term includes any renewal options and termination options that the Company is reasonably assured to exercise. The present value of lease payments is determined by using the interest rate implicit in the lease, if that rate is readily determinable; otherwise, the Company uses its incremental borrowing rate. The incremental borrowing rate is determined by using the rate of interest that the Company would pay to borrow on a collateralized basis an amount equal to the lease payments for a similar term and in a similar economic environment. Rent expense for operating leases is recognized on a straight-line basis, unless the right-of-use asset has been impaired, over the reasonably assured lease term based on the total lease payments and is included in operating expenses in the condensed consolidated statements of operations and comprehensive income (loss). For operating leases that reflect impairment, the Company will recognize the amortization of the right-of-use asset on a straight-line basis over the remaining lease term with rent expense still included in operating expenses in the condensed consolidated statements of operations and comprehensive income (loss). For all leases, rent payments that are based on a fixed index or rate at the lease commencement date are included in the measurement of lease assets and lease liabilities at the lease commencement date. The Company has elected the practical expedient to not separate lease and non-lease components. The Company’s non-lease components are primarily related to property maintenance and insurance, which varies based on future outcomes, and thus is recognized in rent expense when incurred. 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. During periods of income, the Company allocates participating securities a proportional share of net income 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. For the three and six months ended June 30, 2019 and 2018, the Company did not declare any dividends. 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, and the exercise of 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 any outstanding options, RSUs or warrants and the presumed exercise of such securities are dilutive to earnings (loss) per share available to common stockholders for the period. Adjustments to the denominator are required to reflect the related dilutive shares. Concentration of Risk Cash and receivables are financial instruments which potentially subject the Company to concentrations of credit risk, as well as liquidity risk for certain cash equivalents. The Company has not experienced any significant credit losses and does not generally require collateral on receivables. For the three months ended June 30, 2019, three partners represented 52%, 35%, and 10% of total revenues. For the six months ended June 30, 2019, one partner represented 88% Recent Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 replaced the incurred loss impairment methodology under current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 requires use of a forward-looking expected credit loss model for accounts receivables, loans, and other financial instruments. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, with early adoption permitted. Adoption of the standard requires using a modified retrospective approach through a cumulative-effect adjustment to retained earnings as of the effective date to align existing credit loss methodology with the new standard. The Company will adopt ASU 2016-13 effective January 1, 2020. The Company is currently evaluating the impact of this standard on its consolidated financial statements, including accounting policies, processes, and systems, but does not expect the standard will have a material impact on its consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) (“ASU 2018-13”), which modifies, removes and adds certain disclosure requirements on fair value measurements based on the FASB Concepts Statement, Conceptual Framework for Financial Reporting—Chapter 8: Notes to Financial Statements. The ASU is effective for the Company’s interim and annual reporting periods during the year ending December 31, 2020, and all annual and interim reporting period thereafter. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. Early adoption is permitted upon issuance of ASU 2018-13. An entity is permitted to early adopt any removed or modified disclosures upon issuance of ASU 2018-13 and delay adoption of the additional disclosures until their effective date. The Company early adopted the guidance related to removal of disclosures upon issuance of this ASU and will delay adoption of additional disclosures as permitted under the ASU. The Company does not believe adoption of the guidance will have a significant impact on its condensed consolidated financial statements. In November 2018, the FASB issued ASU 2018-18, Collaborative Arrangements (Topic 808) “Clarifying the Interaction between Topic 808 and Topic 606,” which requires transactions in collaborative arrangements to be accounted for under ASC 606 if the counterparty is a customer for a good or service that is a distinct unit of account. The new standard also precludes an entity from presenting consideration from transactions with a collaborator that is not a customer together with revenue recognized from contracts with customers. The ASU is effective for the Company’s interim and annual reporting periods during the year ending December 31, 2020, and all annual and interim reporting period thereafter. Early adoption is permitted, but no earlier than an entity’s adoption date of Topic 606. This ASU requires retrospective adoption to the date the Company adopted ASC 606, January 1, 2018, by recognizing a cumulative-effect adjustment to the opening balance of retained earnings of the earliest annual period presented. The Company may elect to apply the ASU retrospectively either to all contracts or only to contracts that are not completed at the date it initially applied ASC 606. The Company is in the process of accessing the impact of ASU 2018-18 on its condensed consolidated financial statements. |
Condensed Consolidated Financia
Condensed Consolidated Financial Statements Detail | 6 Months Ended |
Jun. 30, 2019 | |
Condensed Consolidated Financial Statements Detail [Abstract] | |
Condensed Consolidated Financial Statements Detail | 3. Condensed Consolidated Financial Statements Details Long-term Equity Securities As of June 30, 2019 and December 31, 2018, long-term equity securities consisted of an investment in Rezolute’s common stock of $1.1 million and $0.4 million, respectively (see Note 4). The Company recognized gains of $31,000 and $0.7 million due to the change in fair value of its investment in Rezolute’s common stock in the other income (expense), net line item of the condensed consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2019, respectively, and $0.4 million for the three and six months ended June 30, 2018. Accrued and Other Liabilities Accrued and other liabilities consisted of the following (in thousands): June 30, December 31, 2019 2018 Accrued legal and accounting fees $ 169 $ 396 Accrued restructuring — 1,361 Accrued incentive compensation 162 152 Accrued payroll and other benefits 107 155 Other 177 318 Total $ 615 $ 2,382 Net Loss Per Share Available to Common Stockholders Potentially dilutive securities are excluded from the calculation of diluted net loss per share available to common stockholders if their inclusion is anti-dilutive. The following table shows the weighted-average outstanding securities considered anti-dilutive and therefore excluded from the computation of diluted net loss per share available to common stockholders (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Convertible preferred stock 6,256 5,003 6,256 5,003 Common stock options and RSUs 1,934 1,625 1,861 1,635 Warrants for common stock 28 21 27 19 Total 8,218 6,649 8,144 6,657 |
Licensing and Other Arrangement
Licensing and Other Arrangements | 6 Months Ended |
Jun. 30, 2019 | |
Licensing And Other Arrangements [Abstract] | |
Licensing and Other Arrangements | 4. Licensing and Other Arrangements Novartis – Gevokizumab (VPM087) and IL-1 Beta On August 24, 2017, the Company and Novartis Pharma AG (“Novartis”) entered into a license agreement (the “XOMA-052 License Agreement”) under which the Company granted to Novartis an exclusive, worldwide, royalty-bearing license to gevokizumab (“VPM087”), a novel anti-Interleukin-1 (“IL-1”) beta allosteric monoclonal antibody and related know-how and patents (altogether, the “XOMA IP”). Under the terms of the XOMA-052 License Agreement, Novartis will be solely responsible for the development and commercialization of VPM087 and products containing VPM087. On August 24, 2017, pursuant to a separate agreement (the “IL-1 Target License Agreement”), the Company granted to Novartis non-exclusive licenses to its intellectual property covering the use of IL-1 beta targeting antibodies in the treatment and prevention of cardiovascular disease and other diseases and conditions, and an option to obtain an exclusive license (the “Exclusivity Option”) to such intellectual property for the treatment and prevention of cardiovascular disease. Under the XOMA-052 License Agreement, the Company received total consideration of $30.0 million for the license and rights granted to Novartis. Of the total consideration, $15.7 million was paid in cash and $14.3 million (equal to €12.0 million) was paid by Novartis Institutes for BioMedical Research, Inc. (“NIBR”), on behalf of the Company, to settle the Company’s outstanding debt with Les Laboratories Servier (“Servier”) (the “Servier Loan”). In addition, NIBR extended the maturity date on the Company’s debt to Novartis. The Company also received $5.0 million cash related to the sale of 539,131 shares of the Company’s common stock, at a purchase price of $9.2742 per share. The fair market value of the common stock issued to Novartis was $4.8 million, based on the closing stock price of $8.93 per share on August 24, 2017, resulting in a $0.2 million premium paid to the Company. Based on the achievement of pre-specified criteria, the Company is eligible to receive up to $438.0 million in development, regulatory and commercial milestones under the XOMA-052 License Agreement. The Company is also eligible to receive royalties on sales of licensed products, which are tiered based on sales levels and range from the high single digits to mid-teens. Under the IL-1 Target License Agreement, the Company received an upfront cash payment of $10.0 million and is eligible to receive low single-digit royalties on canakinumab sales in cardiovascular indications covered by the Company’s patents. Should Novartis exercise the Exclusivity Option, the royalties on canakinumab sales will increase to the mid-single digits. Unless terminated earlier, the XOMA-052 License Agreement and IL-1 Target License Agreement will remain in effect, on a country-by-country and product-by-product basis, until Novartis’ royalty obligations end. The two agreements contain customary termination rights relating to material breach by either party. Novartis also has a unilateral right to terminate the XOMA-052 License Agreement on a product-by-product and country-by-country basis or in its entirety on six months’ prior written notice to the Company. Under the IL-1 Target License Agreement, Novartis has a unilateral right to terminate the agreement on a product-by-product and country-by-country basis or in its entirety upon a prior written notice. The XOMA-052 License Agreement and IL-1 Target License Agreement were accounted for as one arrangement because they were entered into at the same time in contemplation of each other. The Company concluded that there are multiple promised goods and services under the combined arrangement, including the transfer of license to IL-1 beta targeting antibodies, and the transfer of license, know-how, process, materials and inventory related to the VPM087 antibody, which were determined to represent two distinct performance obligations. The Company determined that the Exclusivity Option is not an option with material right because the upfront payments to the Company were not negotiated to provide an incremental discount for the future additional royalties upon exercise of the Exclusivity Option. Therefore, the Company concluded that the Exclusivity Option is not a performance obligation. The additional royalties will be recognized as revenue when, and if, Novartis exercises its option because the Company has no further performance obligations at that point. At the inception of the arrangement, the Company determined that the transaction price under the arrangement was $40.2 million, which consisted of the $25.7 million upfront cash payments, the $14.3 million Servier Loan payoff and the $0.2 million premium on the sale of the common stock. The transaction price was allocated to the two performance obligations based on their standalone selling prices. The Company determined that the nature of the two performance obligations is the right to use the licenses as they exist at the point of transfer, which occurred when the transfer of materials, process and know-how, and filings to regulatory authority were completed. During the year ended December 31, 2017, the Company recognized the entire transaction price of $40.2 million as revenue upon completion of the delivery of the licenses and related materials, process and know-how and filings to regulatory authority. The Company concluded that the development and regulatory milestone payments are solely dependent on Novartis’ performance and achievement of specified events. The Company determined that it is not probable that a significant cumulative revenue reversal will not occur in future periods for these future payments. Therefore, the development and regulatory milestones are fully constrained and excluded from the transaction price as of June 30, 2019. Any consideration related to commercial milestones (including royalties) will be recognized when the related sales occur as they were determined to relate predominantly to the licenses granted to Novartis and therefore, have also been excluded from the transaction price. At the end of each reporting period, the Company will update its assessment of whether an estimate of variable consideration is constrained and update the estimated transaction price accordingly. As of June 30, 2019 and December 31, 2018, there were no contract assets or contract liabilities related to this arrangement. None of the costs to obtain or fulfill the contract were capitalized. In addition, the Company did not recognize any revenue related to this arrangement during the three and six months ended June 30, 2019 and 2018. Novartis International – Anti-TGFβ Antibody (NIS793) On September 30, 2015, the Company and Novartis International Pharmaceutical Ltd. (“Novartis International”) entered into a license agreement (the “License Agreement”) under which the Company granted Novartis International an exclusive, world-wide, royalty-bearing license to the Company’s anti-transforming growth factor beta (TGFβ) antibody program (now “NIS793”). Under the terms of the License Agreement, Novartis International has worldwide rights to NIS793 and is responsible for the development and commercialization of antibodies and products containing antibodies arising from NIS793. Unless terminated earlier, the License Agreement will remain in effect, on a country-by-country and product-by-product basis, until Novartis International’s royalty obligations end. The License Agreement contains customary termination rights relating to material breach by either party. Novartis International also has a unilateral right to terminate the License Agreement on an antibody-by-antibody and country-by-country basis or in its entirety on one hundred eighty days’ notice. The Company concluded that there are multiple promised goods and services under the License Agreement, including the transfer of license, regulatory services and transfer of materials, process and know-how, which were determined to represent one combined performance obligation. The Company recognized the entire upfront payment of $37.0 million as revenue in the consolidated statement of comprehensive loss in 2015 as it had completed its performance obligations as of December 31, 2015. During the year ended December 31, 2017, Novartis International 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 fees in the consolidated statement of operations and comprehensive income. As of June 30, 2019, the Company is eligible to receive up to a total of $470.0 million in development, regulatory and commercial milestones under the anti-TGFB anti-body agreement. The Company concluded that the development and regulatory milestone payments are solely dependent on Novartis’ performance and achievement of the specified events. The Company determined that it is not probable that a significant cumulative revenue reversal will not occur in future periods for these future payments. Therefore, the remaining development and regulatory milestones are fully constrained and excluded from the transaction price as of June 30, 2019. Any consideration related to commercial milestones (including royalties) will be recognized when the related sales occur as they were determined to relate predominantly to the licenses granted to Novartis and therefore, have also been excluded from the transaction price. At the end of each reporting period, the Company will update its assessment of whether an estimate of variable consideration is constrained and update the estimated transaction price accordingly. The Company is also eligible to receive royalties on sales of licensed products, which are tiered based on sales levels and range from a mid-single digit percentage rate to up to a low double-digit percentage rate. Novartis International’s obligation to pay royalties with respect to a particular product and country will continue for the longer of the date of expiration of the last valid patent claim covering the product in that country, or ten years from the date of the first commercial sale of the product in that country. As of June 30, 2019 and December 31, 2018, there were no contract assets or contract liabilities related to this arrangement. None of the costs to obtain or fulfill the contract were capitalized. Rezolute On December 6, 2017, the Company entered into a license agreement with Rezolute pursuant to which the Company granted an exclusive global license to Rezolute to develop and commercialize X358 (now “RZ358”) for all indications. The Company and Rezolute also entered into a common stock purchase agreement pursuant to which Rezolute agreed to issue to the Company, as consideration for receiving the license for RZ358, a certain number of its common stock related to its future financing activities. Under the terms of the license agreement, Rezolute is responsible for all development, regulatory, manufacturing and commercialization activities associated with RZ358 and is required to make certain development, regulatory and commercial milestone payments to the Company of up to $232.0 million in the aggregate based on the achievement of pre-specified criteria. Under the license agreement, the Company is also eligible to receive royalties ranging from the high single digits to the mid-teens based upon annual net sales of any commercial product incorporating RZ358. Rezolute is obligated to take customary steps to advance RZ358, including using diligent efforts to commence the next clinical study for RZ358 by a certain deadline and to meet certain spending requirements on an annual basis for the program until a marketing approval application for RZ358 is accepted by the FDA. Rezolute’s obligation to pay royalties with respect to a particular RZ358 product and country will continue for the longer of the date of expiration of the last valid patent claim covering the product in that country, or twelve years from the date of the first commercial sale of the product in that country. Under the terms of the license agreement, the Company is eligible to receive a low single digit royalty on sales of Rezolute’s other products from its current programs. Rezolute’s obligation to pay royalties with respect to a particular Rezolute product and country will continue for the longer of twelve years from the date of the first commercial sale of the product in that country or for so long as Rezolute or its licensee is selling such product in such country, provided that such royalty will terminate upon the termination of the licensee’s obligation to make payments to Rezolute based on sales of such product in such country. Rezolute had an option through June 1, 2019 to obtain an exclusive license for their choice of one of the Company’s preclinical monoclonal antibody fragments, including X129 The license agreement contains customary termination rights relating to material breach by either party. Rezolute also has a unilateral right to terminate the license agreement in its entirety on ninety days’ notice at any time. The Company has the right to terminate the license agreement if Rezolute challenges the licensed patents. Under the license agreement and common stock purchase agreement, no consideration was exchanged upon execution of the arrangement. In consideration for receiving the license for RZ358, Rezolute agreed to issue shares of its common stock and pay cash to the Company upon the occurrence of Rezolute’s financing activities and the amounts to be paid will be based on the timing of those activities. In March 2018, the Company and Rezolute amended the license agreement and common stock purchase agreement. Pursuant to the as-amended terms of the license agreement and common stock purchase agreement, the Company is eligible to receive $6.0 million in cash, $8.5 million of Rezolute’s common stock, and 7,000,000 shares of Rezolute’s common stock, contingent on the completion of Rezolute’s financing activities. Further, in the event that Rezolute does not complete a financing that raises at least $20.0 million in aggregate gross proceeds (“Qualified Financing”) by March 31, 2019 (the “2019 Closing”), the Company will receive an additional number of shares of Rezolute’s common stock equal to $8.5 million divided by the weighted average of the closing bid and ask prices or the average closing prices of Rezolute’s common stock on the ten-day trading period prior to March 31, 2019. Finally, in the event that Rezolute is unable to complete a Qualified Financing by March 31, 2020, the Company is eligible to receive $15.0 million in cash in order for Rezolute to maintain the license. Under the common stock purchase agreement, Rezolute granted the Company the right and option to sell the greater of (i) 5,000,000 shares of common stock or (ii) one third of the aggregate shares held by the Company upon failure by Rezolute to list its shares of its common stock on the Nasdaq Stock Market or a similar national exchange on or prior to December 31, 2018. During the three months ended March 31, 2018, the Company completed the delivery of the license and related materials, product data/filing, process and know-how to Rezolute. However, the Company determined that it is not probable that the Company will collect substantially all of the consideration to which it was entitled in exchange for the goods or services transferred to Rezolute. Therefore, the Company determined no contract existed as of March 31, 2018 and no revenue was recognized during the three months ended March 31, 2018 under the arrangement. Rezolute completed the Interim Financing Closing and the Initial Closing financing activities, as defined in the common stock purchase agreement, during the first and second quarter of 2018, respectively. As a result, XOMA received 8,093,010 shares of Rezolute’s common stock and cash of $0.5 million in April 2018. Under the license agreement, XOMA was also entitled to receive $0.3 million of reimbursable technology transfer expenses from Rezolute. The Company concluded that the payment associated with the Initial Closing represents substantially all consideration for the delivered license and technology to Rezolute. Therefore, the Company determined that a contract exists between Rezolute and XOMA under ASC 606 on April 3, 2018. The license agreement and common stock purchase agreement were accounted for as one arrangement because they were entered into at the same time in contemplation of each other. The Company concluded that there are multiple promised goods and services under the combined arrangement, including the license to RZ358, the transfer of RZ358 materials and product data/filing, and the transfer of process and know-how related to RZ358, which were determined to represent one combined performance obligation. The Company determined that the Additional Product Option was not an option with material right because there was no upfront consideration to the Company that would result to an incremental discount for the future opt in payments. Therefore, the Company concluded that the Additional Product Option was not a performance obligation. On June 1, 2019, Rezolute’s right to the Additional Product Option expired unexercised. On April 3, 2018, the Company determined that the transaction price under the arrangement was $1.8 million, which consisted of the 8,093,010 shares of Rezolute’s common stock valued at $1.0 million, $0.5 million in cash, and reimbursable technology transfer expenses of $0.3 million. During the year ended December 31, 2018, the Company recognized the entire transaction price of $1.8 million as revenue upon completion of the delivery of the licenses and related materials, product data/filing, process and know-how. The change in fair value of Rezolute’s common stock after the contract inception date was due to the form of the consideration and therefore, not included in the transaction price pursuant to the accounting guidance. The Company accounts for the change in the fair value of its investment in Rezolute’s common stock in the other income (expense), net line item of the condensed consolidated statement of operations and comprehensive income (loss). The Company concluded that the development and regulatory milestone payments are solely dependent on Rezolute’s performance and achievement of the specified events. The Company determined that it is not probable that a significant cumulative revenue reversal will not occur in future periods for these future payments. Therefore, the development and regulatory milestones are fully constrained and excluded from the transaction price as of June 30, 2019 and December 31, 2018. Any consideration related to commercial milestones (including royalties) will be recognized when the related sales occur as they were determined to relate predominantly to the licenses granted to Rezolute and therefore, have also been excluded from the transaction price. At the end of each reporting period, the Company will update its assessment of whether the estimate of variable consideration is constrained and update the estimated transaction price accordingly. On January 7, 2019, the Company and Rezolute further amended the license agreement and common stock purchase agreement. The parties agreed to replace the issuance of common stock valued at $8.5 million to XOMA upon the closing of the Qualified Financing with a requirement that Rezolute make five future cash payments to XOMA totaling $8.5 million through September 2020 (the “Future Cash Payments”). The amendment also provides for early payment of the Future Cash Payments (only until the $8.5 million is reached) by making cash payments to XOMA equal to 15% of the net proceeds of each future financing following the closing of the Qualified Financing, with such payments to be credited against any remaining unpaid Future Cash Payments in reverse order of their future payment date. In addition, the license agreement amendment revised the amount Rezolute is required to expend on development of RZ358 and related licensed products, revised provisions with respect to Rezolute’s diligence efforts in conducting clinical studies and eliminated XOMA’s right to appoint a member to Rezolute’s board of directors. The common stock purchase agreement was amended to remove certain provisions related to the issuance of equity to XOMA in accordance with the new provisions regarding the Future Cash Payments in the license agreement. Lastly, the common stock purchase agreement was amended to provide the Company the right and option to sell up to 5,000,000 shares of Rezolute’s common stock currently held by XOMA back to Rezolute upon failure by Rezolute to list its shares of its common stock on the Nasdaq Stock Market or a similar national exchange on or prior to December 31, 2019. Only 2,500,000 shares may be sold back to Rezolute during calendar year 2020. On January 30, 2019, Rezolute closed a preferred stock financing for gross proceeds of $25.0 million, which triggered the Qualified Financing event defined under the amended common stock purchase agreement resulting in consideration due to XOMA consisting of $5.5 million in cash. In addition, the Company received from Rezolute the reimbursable technology transfer expense of $0.3 million. The cash consideration and technology reimbursement were received in February 2019. As of March 31, 2019, Rezolute completed all financing activities, as defined in the license agreement and common stock purchase agreement, and the Company is eligible to receive $8.5 million in future cash payments through September 2020 (in addition to any clinical, regulatory and annual net sales milestone payments and royalties). NIAID Prior to the sale of the Company’s biodefense business discussed in Note 7, the Company performed services under a $64.8 million multiple-year contract funded with federal funds from NIAID (Contract No. HHSN272200800028C), for development of anti-botulinum antibody product candidates. The contract work was being performed on a cost plus fixed fee basis over a three-year period. The Company recognized revenue under the arrangement as the services were performed on a proportional performance basis. Consistent with the Company’s other contracts with the U.S. government, invoices were provisional until finalized. The Company operated under provisional rates from 2010 through 2014, subject to adjustment based on actual rates upon agreement with the government. In 2014, upon completion of NIAID’s review of hours and external expenses, XOMA agreed to exclude certain hours and external expenses resulting in a $0.4 million receivable and $0.8 million deferred revenue balances. As of December 31, 2017, the Company wrote off the $0.4 million receivable from NIAID as the likelihood of collection is remote. The Company classified $0.8 million as contract liabilities on the condensed consolidated balance sheets as of June 30, 2019 and December 31, 2018. Sale of Future Revenue Streams On December 21, 2016, the Company entered into two Royalty Interest Acquisition Agreements (together, the “Acquisition Agreements”) with 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. Based on actual sales, both the 2017 and 2018 sales milestones were not achieved. The Company remains eligible to receive $2.0 million if the specified net sales milestone is achieved in 2019. Under the second Acquisition Agreement entered into in December 2016, 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 unearned revenue, to be recognized as revenue under units-of-revenue method 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 unearned revenue recognized under units-of-revenue method. 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 unearned revenue is being recognized as 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. During the third quarter of 2018, the Shire product underlying the Dyax Corp. license agreement was approved, and the Company began recognizing revenue under the units-of-revenue method due to sales of the approved product. The Company recognized $0.3 million and $0.4 million as revenue under units-of-revenue method under these arrangements during the three and six months ended June 30, 2019, respectively. During the three and six months ended June 30, 2018, the Company recognized $43,000 and $0.2 million, respectively, of revenue under the units-of-revenue method. Due to lower than projected product sales, the Company reversed revenue recognized in prior periods under the |
Royalty Purchase Agreements
Royalty Purchase Agreements | 6 Months Ended |
Jun. 30, 2019 | |
Royalty Purchase Agreement [Abstract] | |
Royalty Purchase Agreements | 5. Royalty Purchase Agreements Agenus Royalty Purchase Agreement On September 20, 2018, the Company entered into a Royalty Purchase Agreement (the “Agenus Royalty Purchase Agreement”) with Agenus, Inc., and certain affiliates (collectively, “Agenus”). Under the Agenus Royalty Purchase Agreement, the Company purchased from Agenus the right to receive 33% of the future royalties on six Incyte immuno-oncology assets, currently in development, due to Agenus from Incyte Europe Sarl (“Incyte”) (net of certain royalties payable by Agenus to a third party) and 10% of all future developmental, regulatory and commercial milestones related to these assets. However, the Company did not have a right to the expected near-term milestone associated with the entry of INCAGN2390 (anti-TIM-3) into its Phase 1 clinical trial. The future royalties due to Agenus from Incyte are based on low-single to mid-teen digit percentage of applicable net sales. In addition, the Company purchased from Agenus the right to receive 33% of the future royalties on an undisclosed Merck immuno-oncology product currently in clinical development due to Agenus from Merck Sharp & Dohme Corp. (“Merck”) and 10% of all future developmental, regulatory and commercial milestones related to this asset. The future royalties due to Agenus from Merck are based on low single digit percentage of applicable net sales. Pursuant to the Agenus Royalty Purchase Agreement, the Company’s share in future potential development, regulatory and commercial milestones is up to $59.5 million. There is no limit on the amount of future royalties on sales that the Company may receive under the agreements. Under the terms of the Agenus Royalty Purchase Agreement, the Company paid Agenus $15.0 million. The Company financed $7.5 million of the purchase price with a term loan under its Loan and Security Agreement with Silicon Valley Bank (“SVB”) (see Note 9). As of June 30, 2019 and December 31, 2018, there were no changes to the previously recorded $15.0 million long-term royalty receivables in the No impairment was recorded as of June 30, 2019 and December 31, 2018. Bioasis Royalty Purchase Agreement On February 25, 2019, the Company entered into a Royalty Purchase Agreement (the “Bioasis Royalty Purchase Agreement”) with Bioasis Technologies Inc. and certain affiliates (collectively “Bioasis”). Under the Bioasis Royalty Purchase Agreement, the Company purchased potential future milestone and royalty rights from Bioasis for product candidates that are being developed pursuant to a license agreement between Bioasis and Prothena Biosciences Limited. In addition, the Company was granted options to purchase a 1% royalty right on the next two license agreements entered into between Bioasis and third-party licensees subject to certain payments and conditions as well as a right of first negotiation on subsequent Bioasis license agreements with third parties. Under the terms of the Bioasis Royalty Purchase Agreement, the Company paid $0.3 million and will make contingent future cash payments of up to $0.2 million to Bioasis as the licensed product candidates reach certain development milestones (the “Bioasis Contingent Consideration”). At the inception of the agreement, the Company recorded $0.4 million as long-term royalty receivables in its condensed consolidated balance sheet, including the estimated fair value of the Bioasis Contingent Consideration of $0.1 million. Future changes in the estimated fair value of the contingent consideration will be recognized in the other income (expense), net line item of the condensed consolidated statement of operations and comprehensive loss. As of June 30, 2019, there was no change in the fair value of the contingent consideration from its initial value and no amounts were paid during the three months ended June 30, 2019. Under the cost recovery method, the Company does not expect to recognize any income related to milestones and royalties received until the investment has been fully collected. Royalty Purchase Agreement with Aronora, Inc. On April 7, 2019, the Company entered into a Royalty Purchase Agreement (the “Aronora Royalty Purchase Agreement”) with Aronora, Inc. (“Aronora”), which closed on June 26, 2019. Under the Aronora Royalty Purchase Agreement, the Company purchased from Aronora the right to receive future royalties and a portion of upfront, milestone, and option payments (the “Non-Royalties”) related to five anti-thrombotic hematology drug candidates. Three candidates are subject to Aronora’s collaboration with Bayer Pharma AG (“Bayer”) (the “Bayer Products”), including one which is subject to an exclusive license option by Bayer. The Company will receive 100% of future royalties and 10% of future Non-Royalties from these Bayer Products. The other two candidates are unpartnered (the “non-Bayer Products”) for which the Company will receive low-single digit percentage of net sales Under the terms of the Aronora Royalty Purchase Agreement, the Company paid Aronora a $6.0 million upfront payment at the close of the transaction. The Company financed $3.0 million of the upfront payment with a term loan under its Loan and Security Agreement with SVB (see Note 9). The Company will make a contingent future cash payment of $1.0 million for each of the three Bayer Products that are active on September 1, 2019 (up to a total of $3.0 million, the “Aronora Contingent Consideration”). Pursuant to the Aronora Royalty Purchase Agreement, if the Company were to receive $250.0 million in cumulative royalties on net sales per product, the Company would be required to pay associated tiered milestone payments to Aronora in an aggregate amount of up to $85.0 million per product (the “Royalty Milestones”). The Royalty Milestones are paid based upon various royalty tiers prior to reaching $250.0 million in cumulative royalties on net sales per product. Royalties per product in excess of $250.0 million are retained by the Company. At the inception of the agreement, the Company recorded $9.0 million as long-term royalty receivables in its condensed consolidated balance sheet, including the estimated fair value of the contingent consideration of $3.0 million for the Aronora Contingent Consideration. Future changes in the estimated fair value of the Aronora Contingent Consideration will be recognized in the other income (expense), net line item of the condensed consolidated statement of operations and comprehensive loss Under the cost recovery method, the Company does not expect to recognize any income related to milestones and royalties received until the investment has been fully collected. No impairment was recorded as of June 30, 2019. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 6. Fair Value Measurements The Company records its financial assets and liabilities at fair value. The carrying amounts of certain of the Company’s financial instruments, including cash, trade receivables and accounts payable, approximate their fair value due to their short maturities. Fair value is defined as the exchange price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The accounting guidance for fair value establishes a framework for measuring fair value and a fair value hierarchy that prioritizes the inputs used in valuation techniques. The accounting standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value, which are the following: Level 1 – Observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 – Observable inputs, either directly or indirectly, other than quoted prices in active markets for identical assets or liabilities, such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities; therefore, requiring an entity to develop its own valuation techniques and assumptions. The following tables set forth the Company’s fair value hierarchy for its financial assets and liabilities measured at fair value on a recurring basis as follows (in thousands): Fair Value Measurements at June 30, 2019 Using Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs (Level 1) (Level 2) (Level 3) Total Assets: Long-term equity securities $ — $ — $ 1,138 $ 1,138 Liabilities: Contingent consideration $ — $ — $ 3,075 $ 3,075 Fair Value Measurements at December 31, 2018 Using Quoted Prices in Active Markets for Identical Assets Significant Observable Inputs Significant Unobservable Inputs (Level 1) (Level 2) (Level 3) Total Assets: Long-term equity securities $ — $ — $ 392 $ 392 During the three-month period ended June 30, 2019, there were no transfers between Level 1, Level 2, or Level 3 assets reported at fair value on a recurring basis. Long-Term Equity Securities The following table provides a summary of changes in the estimated fair value of the Company’s Level 3 financial assets for the six months ended June 30, 2019 (in thousands): Balance at December 31, 2018 $ 392 Change in fair value 746 Balance at June 30, 2019 $ 1,138 The equity securities consisted of an investment in Rezolute’s common stock and are classified as long-term assets on the condensed consolidated balance sheets as of June 30, 2019 and December 31, 2018. The changes in fair value during the periods are recorded in the other income (expense), net line item of the condensed consolidated statement of operations and comprehensive loss. As of June 30, 2019, the Company and its valuation specialist valued the equity securities using the closing price for Rezolute’s common stock traded on the over-the-counter exchange and adjusted for an illiquidity discount. The inputs used to calculate the illiquidity discount are based on observable and unobservable estimates and judgments The estimated fair value of the equity securities was calculated based on the following assumptions as of June 30, 2019: Closing common stock price on the Over-the-counter (OTC) exchange $ 0.20 Tranche 1: Discount for lack of marketability 20 % Estimated time to liquidity of shares 0.75 Tranche 2: Discount for lack of marketability 33 % Estimated time to liquidity of shares 1.75 As of December 31, 2018, the Company and its valuation specialist used a probability-weighted expected return model to measure the fair value of the securities. This valuation methodology is based on unobservable estimates and judgements, and therefore is classified as a Level 3 fair value measurement. Scenarios and probabilities were based on Company management estimates and were incorporated into the determination of the fair value of the equity securities. The estimated fair value of the equity securities was calculated based on the following assumptions as of December 31, 2018: Discount for lack of marketability 35 % Estimated time to liquidity of shares 1.45 years Scenario probabilities Liquidation 20 % Near-term sale 5 % Near-term financing 75 % Changes in any of the assumptions related to the unobservable inputs identified above may change the fair value of the long-term equity securities. Contingent Consideration The estimated fair value of the contingent consideration liability at the inception of the Bioasis Royalty Purchase Agreement represents the future consideration that is contingent upon the achievement of specified development milestones for a product candidate. The fair value measurement is based on significant Level 3 inputs such as anticipated timelines and probability of achieving development milestones of each licensed product candidate. Changes in the fair value of the liability for contingent consideration will be recorded in the other income (expense), net line item of the condensed consolidated statements of operations and comprehensive income (loss) until settlement. As of June 30, 2019, there were no changes in the estimated fair value of the contingent consideration from its initial value of $0.1 million. The estimated fair value of the contingent consideration liability at the inception of the Aronora Royalty Purchase Agreement represents the future consideration that is contingent upon the active status of Bayer Product programs on September 1, 2019. The fair value measurement for the contingent consideration is based on significant Level 3 inputs such as management’s expectation for the success and development of each of the products. Changes in the fair value of the liability for contingent consideration will be recorded in the other income (expense), net line item of the condensed consolidated statements of operations and comprehensive income (loss) until settlement. As of June 30, 2019, there were no changes in the estimated fair value of the contingent consideration from its initial value of $3.0 million. Debt The estimated fair value of the Company’s outstanding debt is estimated using the net present value of the payments, discounted at an interest rate that is consistent with market interest rates, which is a Level 2 input. The carrying amount and the estimated fair value of the Company’s outstanding long-term debt at June 30, 2019, and December 31, 2018, are as follows (in thousands): June 30, 2019 December 31, 2018 Carrying Amount Fair Value Carrying Amount Fair Value Novartis note $ 15,569 $ 15,384 $ 15,193 $ 14,825 SVB Loans 10,454 10,454 7,286 7,281 Total $ 26,023 $ 25,838 $ 22,479 $ 22,106 |
Dispositions
Dispositions | 6 Months Ended |
Jun. 30, 2019 | |
Dispositions [Abstract] | |
Dispositions | 7. Dispositions On November 4, 2015, XOMA and Ology Bioservices, Inc. (“Ology Bioservices”) entered into an asset purchase agreement under which Ology Bioservices agreed to acquire XOMA’s biodefense business and related assets (including 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. 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. In February 2017, the Company executed an Amendment and Restatement to both the asset purchase agreement and Ology Bioservices License Agreement. Based on the payment terms pursuant to the amended Ology Bioservices License Agreement, the Company was entitled to receive cash consideration in aggregate of $4.6 million, all of which was received as of December 31, 2018. No further payments remain under the agreement, but the Company is still eligible to receive royalties in the future. The Company received $1.0 million and $0.2 million during the three and six months ended June 30, 2018, respectively, which was recognized as other income, net in the condensed consolidated statements of operations and comprehensive loss. |
Restructuring Charges
Restructuring Charges | 6 Months Ended |
Jun. 30, 2019 | |
Restructuring And Related Activities [Abstract] | |
Restructuring Charges | 8. Restructuring Charges On December 19, 2016, the Board of Directors approved a restructuring of its business based on its decision to focus the Company’s efforts on clinical development, with an initial focus on the X358 clinical programs In early 2017, the Company further revised its strategy to prioritize out-licensing activities and further curtail research and development spending. Prior to 2017, the Company’s operations were located in two buildings in Berkeley, California. Due to the restructuring activity and reduction in headcount, the Company determined that it did not need the building space in Berkeley, California and consolidated all of its personnel in a new office facility in Emeryville, California. During the year ended December 31, 2018, the Company completely vacated both of its leased facilities in Berkeley, California and subleased the space to subtenants. In connection with vacating this space, the Company recorded a discounted lease-related restructuring liability, which was calculated as the present value of the estimated future facility costs for which the Company would obtain no future economic benefit over the term of the lease, net of estimated future sublease income, and adjusted for the remaining balance of deferred rent. This resulted in the Company recording a credit to restructuring costs of $0.1 million in its condensed consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2018. In addition, in connection with the sublease agreement executed in April 2018, the Company recognized a loss on the sublease of $0.6 million, which was recorded in the restructuring charges line item of the condensed consolidated statement of operations and comprehensive loss during the three months ended June 30, 2018 (see Note 11). As of December 31, 2018, the Company classified the current portion of the combined lease-related liabilities of $1.4 million within accrued and other liabilities and the non-current portion of $0.3 million within long-term other liabilities in its consolidated balance sheet . Upon adoption of ASC 842, the Company consolidated all its lease-related liabilities in the condensed as of January 1, 2019 and reported as operating lease liabilities (see Note 2). During the three and six months ended June 30, 2019, no lease-related restructuring charges were recognized in the condensed consolidated statements of operations and comprehensive loss. During the three and six months ended June 30, 2018, the Company recorded $0.5 million of restructuring costs in its condensed consolidated statements of operations and comprehensive loss. |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 9. Long-Term Debt Silicon Valley Bank Loan Agreement On May 7, 2018 (the “Effective Date”), the Company executed a Loan and Security Agreement (the “Loan Agreement”) with SVB. Under the Loan Agreement, upon the Company’s request, SVB may make advances (each, a “Term Loan Advance”) available to the Company up to $20.0 million (the “Term Loan”). The available fund may be increased up to $40.0 million upon the Company’s request and approval by the bank subject to the Company’s compliance with certain internal and credit requirements. The Company may borrow advances under the Term Loan from the Effective Date until the earlier of March 31, 2019 or an event of default (the “Draw Period”). Payments under the Loan Agreement are interest only until the first anniversary of the funding date of each Term Loan Advance. The interest-only period will be followed by equal monthly payments of principal and interest over 24 months. Each Term Loan Advance will mature at the earlier of (i) the 23 months following the applicable term loan amortization date for each such Term Loan Advance (ii) March 1, 2023, or (iii) 30 days prior to the earliest maturity of any portion of the Company’s loan with Novartis (the “Loan Maturity Date”). After repayment, no Term Loan Advance (or any portion thereof) may be reborrowed. The entire principal balance, including a final payment fee equal to 8.5% of the principal, will be due and payable on the Loan Maturity Date. If the Company prepays the Term Loan Advance prior to the Loan Maturity Date, it will pay SVB a prepayment premium, based on a prepayment fee equal to 3.00% of the amount prepaid, if the prepayment occurs on or before the first anniversary of the Effective Date, 2.00% of the amount prepaid, if the prepayment occurs after the first anniversary of the Effective Date but prior to the second anniversary of the Effective Date, and 1.00% of the amount prepaid if the prepayment occurs after the second anniversary of the Effective Date. In the event of a default, a default interest rate of an additional 4% may be applied to the outstanding payments due to SVB, and SVB may declare all outstanding obligations immediately due and payable and take such other actions as set forth in the Loan Agreement. The Company’s obligations under the Loan Agreement are secured by a security interest in substantially all of its assets, other than its intellectual property. The Loan Agreement includes customary affirmative and restrictive covenants, but does not include any financial maintenance covenants, and also includes standard events of default, including payment defaults. In connection with the Loan Agreement, the Company issued a warrant to SVB which is exercisable in whole or in part for up to an aggregate of 6,332 shares of common stock with an exercise price of $23.69 per share. The fair value of the warrant issued to SVB was determined using the Black-Scholes Model and was estimated to be $0.1 million. In addition, the Company incurred debt issuance costs of $0.2 million in connection with the Loan Agreement. On March 4, 2019, the Loan Agreement was amended to extend the Draw Period from March 31, 2019 to March 31, 2020. In connection with the amendment, the Company issued a second warrant to SVB which is exercisable in whole or in part for up to an aggregate of 4,845 shares of common stock with an exercise price of $14.71 per share. The fair value of the second warrant issued to SVB was determined using the Black-Scholes Model and was estimated to be $0.1 million. As of June 30, 2019, both warrants are outstanding. In addition, both warrants may be exercised on a cashless basis and are exercisable within 10 years from the date of issuance or upon the consummation of certain acquisitions of the Company. In September 2018, the first Term Loan Advance was drawn, and the Company borrowed advances of $7.5 million under the Loan Agreement in connection with the Agenus Royalty Purchase Agreement (see Note 5). The Company recorded a discount of $0.3 million against the debt, which is being amortized to interest expense over the term of the Term Loan Advance using the effective interest method. In June 2019, a second Term Loan Advance was drawn, and the Company borrowed advances of $3.0 million under the Loan Agreement in connection with the Aronora Royalty Purchase Agreement (see Note 5). The Company recorded a discount of $45,000 against the debt, which is being amortized to interest expense over the term of the Term Loan Advance using the effective interest method. The Company recorded $0.1 million and $0.2 million of non-cash interest expense resulting from the amortization of the discount and accretion of the final payment for the three and six months ended June 30, As of June 30 Novartis Note In May 2005, the Company executed a secured note agreement (the “Note Agreement”) with Novartis. Under the Note Agreement, the Company borrowed semi-annually to fund up to 75% of the Company’s research and development and commercialization costs under its collaboration arrangement with Novartis, not to exceed $50.0 million in aggregate principal amount. Interest on the principal amount of the loan accrued at six-month LIBOR plus 2%, which was equal to 4.22% at June 30, 2019 is payable semi-annually in June and December of each year. Additionally, the interest rate resets in June and December of each year. At the Company’s election, the semi-annual interest payments could be added to the outstanding principal amount, in lieu of a cash payment, as long as the aggregate principal amount did not exceed $50.0 million. The Company made this election for all interest payments. Loans under the Note Agreement were secured by the Company’s interest in its collaboration with Novartis, including any payments owed to it thereunder. On September 30, 2015, concurrent with the execution of a license agreement with Novartis International as discussed in Note 4, XOMA and NIBR, who assumed the rights to the note from Novartis Vaccines Diagnostics, Inc. executed an amendment to the Note Agreement (the “Secured Note Amendment”) to extend the maturity date of the note from September 30, 2015 to September 30, 2020, and to eliminate the mandatory prepayment previously required to be made with certain proceeds of pre-tax profits and royalties. In addition, upon achievement of a specified development and regulatory milestone, the then-outstanding principal amount of the note will be reduced by $7.3 million rather than the Company receiving such amount as a cash payment. On September 22, 2017, in connection with the XOMA-052 License Agreement with Novartis, the Company and NIBR executed an amendment to the Secured Note Amendment to further extend the maturity date of the Secured Note Amendment from September 30, 2020 to September 30, 2022. As of June 30, 2019 and December 31, 2018, the outstanding principal balance under the Secured Note Amendment was $15.6 million and $15.2 million, respectively, and was included in long-term debt in the accompanying condensed consolidated balance sheets. Interest Expense Amortization of debt issuance costs and discounts are included in interest expense. Interest expense in the condensed consolidated statements of operations and comprehensive loss relates to the following debt instruments (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 SVB loans $ 236 $ 12 $ 477 $ 12 Novartis note 186 144 372 283 Other 1 22 3 53 Total interest expense $ 423 $ 178 $ 852 $ 348 |
Common Stock Warrants
Common Stock Warrants | 6 Months Ended |
Jun. 30, 2019 | |
Warrants And Rights Note Disclosure [Abstract] | |
Common Stock Warrants | 10. Common Stock Warrants As of June 30, 2019 and December 31, 2018, the following common stock warrants were outstanding: Exercise Price June 30, December 31, Issuance Date Expiration Date Balance Sheet Classification per Share 2019 2018 February 2015 February 2020 Stockholders' equity $ 66.20 9,063 9,063 February 2016 February 2021 Stockholders' equity $ 15.40 8,249 8,249 May 2018 May 2028 Stockholders' equity $ 23.69 6,332 6,332 March 2019 March 2029 Stockholders' equity $ 14.71 4,845 — 28,489 23,644 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. 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 $7.5 million have not been recorded on the accompanying condensed consolidated balance sheets. The Company is unable to determine precisely when and if payment obligations under the agreements will become due as these obligations are based on milestone events, the achievement of which is subject to a significant number of risks and uncertainties. Contingent Consideration Pursuant to the Company’s royalty purchase agreements with Bioasis and Aronora, the Company has committed to pay the Bioasis Contingent Consideration, the Aronora Contingent Consideration and Lease Agreements The Company leases two facilities in Berkeley, California under operating leases that have a remaining lease term ranging from two to four years. The Company also leases one facility in Emeryville, California under an operating lease that expires in February 2023. The Emeryville lease contains both an option to early terminate the lease and an option to extend the lease for an additional term, however, the Company is not reasonably assured to exercise either option. During 2018, the Company completely vacated both of its leased facilities in Berkeley, California and consolidated all of its personnel in the office facility in Emeryville, California. The Company subleased the leased space in the vacated buildings to four subtenants as of June 30, 2019. As of January 1, 2019, the Company recognized right-of-use assets and lease liabilities for all three operating leases. The maturity of the Company’s operating lease liabilities as of June 30, 2019 is as follows (in thousands): Operating Undiscounted lease payments Leases 2019 (excluding the six months ended June 30, 2019) $ 1,321 2020 2,736 2021 2,268 2022 1,943 2023 620 Thereafter — Total undiscounted lease payments 8,888 Present value adjustment (785 ) Total net lease liabilities $ 8,103 The Company’s future undiscounted lease payments under operating leases (as defined by prior guidance) as of December 31, 2018 are as follow (in thousands): Year Ending December 31, Rent Payments 2019 $ 4,381 2020 3,923 2021 3,156 2022 2,611 2023 854 Thereafter — Total minimum lease payments $ 14,925 Rent expense recognized for operating leases was $0.6 million and $1.2 million for the three and six months ended June 30, 2019, respectively. Under the terms of the lease agreements, the Company is also responsible for certain variable lease payments that are not included in the measurement of the lease liability. Variable lease payments for operating leases were $0.4 million and $1.0 million for the three and six months ended June 30, 2019, respectively, including non-lease components such as common area maintenance fees. The following information represents supplemental disclosure for the statement of cash flows related to operating leases (in thousands): June 30, 2019 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows under operating leases $ 1,308 The following summarizes additional information related to operating leases (in thousands): June 30, 2019 Weighted-average remaining lease term Operating leases 3.43 years Weighted-average discount rate Operating leases 5.51 % Sublease Agreements On November 21, 2017, the Company entered into a non-cancellable sublease agreement for a portion of one of its three leased facilities. The term of the sublease agreement commenced on December 26, 2017. Under the term of the sublease agreement, the Company will receive $5.1 million in base lease payments plus reimbursement of certain operating expenses over the term of the sublease, which ends at the same time as the original lease in April 2023. Under the sublease agreement, the Company’s future sublease income will be equal to the amount required to be paid to the Company’s landlord. In addition, the sublease provides for a tenant improvement allowance of $0.8 million to the subtenant, which was funded by the Company in January 2018. Upon execution of the sublease agreement, the Company recognized a loss on the sublease equal to the tenant improvement allowance. Under the sublease agreement, the sub-lessee executed a standby letter of credit naming the Company as the beneficiary amounting to $1.0 million as security under the sublease in the event of uncured default by the sub-lessee. As of June 30, 2019, the Company has not drawn any funds from the letter of credit as there was no default by the sub-lessee. During the three and six months ended June 30, 2019, the Company recognized $0.4 million and $0.7 million, respectively, of sublease income under this agreement. During the three and six months ended June 30, 2018, the Company recognized $0.4 million and $0.7 million, respectively, of sublease income under this agreement. On April 14, 2018, the Company entered into a non-cancellable sublease agreement for a portion of one of its three leased facilities. The term of the sublease agreement commenced on May 1, 2018. Under the term of the sublease agreement, the Company will receive $1.1 million in base lease payments plus reimbursement of certain operating expenses over the term of the sublease, which ends at the same time as the original lease in April 2023. Under the sublease agreement, the Company’s future sublease income is less than the amount required to be paid to the Company’s landlord. In Upon execution of the sublease agreement, the Company recognized a loss on the sublease of $0.6 million, which was recorded in the restructuring charges (see Note 8). During the three and six months ended June 30, 2019, the Company recognized $0.1 million and $0.2 million, respectively, of sublease income under this agreement. During the three and six months ended June 30, 2018, the Company recognized $0.1 million of sublease income under this agreement In October 2018, the Company entered into a non-cancellable sublease agreement for a portion of one of its three leased facilities. The term of the sublease agreement commenced on October 24, 2018. Under the term of the sublease agreement, the Company will receive $1.7 million in base lease payments over the term of the sublease, which ends at the same time as the original lease in May 2021. In addition, the sublease provides for payment of broker commissions of $137,000. During the three and six months ended June 30, 2019, the Company recognized $0.2 million and $0.3 million, respectively, of sublease income under this agreement. In January 2019, the Company entered into a non-cancellable sublease agreement for a portion of one of its three leased facilities. The term of the sublease agreement commenced on January 18, 2019. Under the term of the sublease agreement, the Company will receive $1.7 million in base lease payments over the term of the sublease, which ends at the same time as the original lease in April 2023. In addition, the sublease provides for a tenant improvement allowance of $91,000 to the subtenant, and payment of broker commissions of $53,000. During the three and six months ended June 30, 2019, the Company recognized $0.1 million and $0.3 million, respectively, of sublease income under this agreement. The Company’s future cash flows to be received from subleases as of June 30, 2019 and December 31, 2018 is as follows (in thousands): June 30, Sublease income 2019 2019 (excluding the six months ended June 30, 2019) $ 1,115 2020 2,280 2021 1,906 2022 1,644 2023 556 Total minimum lease payments $ 7,501 December 31, Sublease income 2018 (1) 2019 $ 2,249 2020 2,376 2021 2,006 2022 1,746 2023 592 Total minimum lease payments $ 8,969 (1) Sublease income as of December 31, 2018 includes base lease payments and expected reimbursement of certain operating expenses under executed sublease agreements. |
Stock-based Compensation
Stock-based Compensation | 6 Months Ended |
Jun. 30, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-based Compensation | 12. 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. Stock Options Stock options generally vest monthly over three to four years for employees and one year for directors. Stock options held by employees who qualify for retirement age (defined as employees that are a minimum of 55 years of age and the sum of their age plus years of full-time employment with the Company exceeds 70 years) vest on the earlier of scheduled vest date or the date of retirement. The fair value of the stock options granted during the three and six months ended June 30, 2019 and 2018, was estimated based on the following weighted average assumptions: Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Dividend yield 0 % 0 % 0 % 0 % Expected volatility 102 % 102 % 103 % 101 % Risk-free interest rate 2.21 % 2.98 % 2.51 % 2.71 % Expected term 5.60 years 5.55 years 5.60 years 5.60 years Stock option activity for the six months ended June 30, 2019, was as follows: Number of shares Weighted Average Exercise Price Per Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding at beginning of year 1,624,746 $ 23.09 Granted 390,814 14.38 Exercised (25,861 ) 4.77 Forfeited, expired or cancelled (37,317 ) 60.01 Outstanding at end of period 1,952,382 $ 20.88 7.7 $ 7,856 Exercisable at end of period 1,246,774 $ 23.62 7.1 $ 6,574 The aggregate intrinsic value of stock options exercised during the six months ended June 30, 2019 and 2018 was $0.2 million and $0.9 million, respectively. The weighted-average grant-date fair value per share of the options granted during the six months ended June 30, 2019 and 2018 was $11.37 and $18.78, respectively. As of June 30, 2019 Performance-Based Stock Options Stock-based compensation expense associated with the corporate performance-based stock options is recognized if the performance condition is considered probable of achievement using management’s best estimates. As of June 30, 2019, the Company had 41,250 shares remaining related to outstanding performance-based stock options with a grant date fair value of $0.2 million that will vest based solely on the achievement of fiscal year 2019 corporate goals as set by the Compensation Committee of the Company’s Board of Directors. For the six months ended June 30, 2019, the Company determined that all remaining options were probable of achievement in fiscal year 2019 and therefore the related expense of $56,000 and $0.1 million was recognized during the three and six months ended June 30, 2019, respectively. As of June 30, 2019, there was $0.1 million unrecognized compensation costs related to these outstanding performance-based stock options. In December 2017, the Company granted 130,000 stock options to executives with corporate performance-based vesting conditions. During the three months ended March 31, 2018, the Board of Directors approved a modification of 80,000 of these options from performance-based vesting to service-based vesting. The remaining 50,000 stock options were cancelled in conjunction with an executive’s resignation. 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. For the six months ended June 30, 2019, all remaining RSUs were forfeited and there was no unvested balance as of June 30, 2019. 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 operations and comprehensive loss (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Research and development $ 59 $ 95 $ 108 $ 199 General and administrative 952 675 2,631 1,987 Total stock-based compensation expense $ 1,011 $ 770 $ 2,739 $ 2,186 |
Capital Stock
Capital Stock | 6 Months Ended |
Jun. 30, 2019 | |
Stockholders Equity Note [Abstract] | |
Capital Stock | 13. Capital Stock Convertible Preferred Stock Rights Offering 2018 On November 19, 2018, the Company initiated a rights offering to raise $20.0 million through the distribution of subscription rights to holders of its common stock and Series X preferred stock (the “Rights Offering”). In December 2018, the Company sold a total of 285,689 shares of common stock and 1,252.772 shares of Series Y preferred stock under the Rights Offering for aggregate gross proceeds of $20.0 million. Total offering costs of $0.3 million were offset against the proceeds from the sale of common stock and preferred stock, for total net proceeds of $19.7 million. All Series Y convertible preferred shares were issued to Biotechnology Value Fund, L.P. (“BVF”). One of the Company’s Directors, Matthew Perry, is the President of BVF. Each share of Series Y convertible preferred stock has a stated value of $13,000 per share and is convertible into 1,000 shares of registered common stock based on a conversion price of $13.00 per share of common stock. The total number of shares of common stock issuable upon conversion of all issued Series Y convertible preferred stock would be 1,252,772 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 June 30, 2019, BVF owned approximately 20.59% of the Company’s total outstanding shares of common stock, and if all of the Series X and Series Y convertible preferred shares were converted, BVF would own 53.74% of the Company’s total outstanding shares of common stock. As of June 30, 2019, none of the preferred stock has been converted into shares of the Company’s common stock. Biotechnology Value Fund Financing 2017 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 BVF in a registered direct offering, for aggregate net cash proceeds of $24.8 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 issuable upon conversion of all issued Series X convertible preferred stock would 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. Preferred Stock The Series X and Series Y convertible preferred stock have the following characteristics, which are set forth in Certificates of Designation of Preferences, Rights and Limitations filed with the Delaware Secretary of State. Dividends— Holders of convertible preferred stock are entitled to receive dividends on shares of 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. Liquidation Rights— In the event of the Company’s liquidation, dissolution or winding up, holders of convertible preferred stock will participate, on a pro-rata basis, with any distribution of proceeds to holders of common stock. Conversion— Each share of Series X and Series Y is convertible into 1,000 shares of registered common stock based on a conversion price of $4.03 per share and $13.00 per share of common stock, respectively. Voting Rights— 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 convertible preferred stock will be required to amend the terms and to issue additional shares of the preferred stock. Classification— The Company evaluated the convertible preferred stock for liability or equity classification under the applicable accounting guidance and determined that equity treatment was appropriate because the convertible preferred stock did not meet the definition of the liability instruments defined thereunder for convertible instruments. Specifically, the 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 convertible preferred stock would be recorded as permanent equity, not temporary equity, 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 contingent redemption features within the convertible preferred stock in accordance with the accounting guidance for derivatives and determined that bifurcation is not required for any embedded feature. Beneficial Conversion Feature— 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. There was no beneficial conversion feature associated with the issuance of Series Y convertible preferred stock. 2018 ATM Agreement On December 18, 2018, the Company entered into an At The Market Issuance Sales Agreement (the “2018 ATM Agreement”) with H.C. Wainwright & Co., LLC (“HCW”), under which the Company may offer and sell from time to time at its sole discretion shares of its common stock through HCW as its sales agent, in an aggregate amount not to exceed $30.0 million. HCW may sell the shares by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 of the Securities Act, and will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell the shares up to the amount specified. The Company will pay HCW a commission of 3% of the gross proceeds of any shares of common stock sold under the 2018 ATM Agreement. No shares were sold under the 2018 ATM Agreement during the three and six months ended June 30, 2019. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 14. Income Taxes No provision was made for federal income tax since the Company is forecasting a loss for fiscal year 2019. As the Company continues to maintain a full valuation allowance against its U.S. net deferred tax assets, no income tax benefit is being recorded for any U.S. losses. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | 15. Subsequent Events Rezolute In July 2019, Rezolute raised an additional $20.0 million related to its January 2019 preferred stock financing. As a result, as discussed in Note 4, the Company is entitled to receive 15% of the net proceeds, or $2.9 million, which will be credited against the portion of Future Cash Payments due in 2020. |
Basis of Presentation and Sig_2
Basis of Presentation and Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Liquidity and Financial Condition | Liquidity and Financial Condition The Company has incurred significant operating losses and negative cash flows from operations since its inception. As of June 30, 2019, the Company had cash of $42.3 million. Based on the Company’s current cash balance and its ability to control discretionary spending, such as royalty acquisitions, the Company has evaluated and concluded there are no conditions or events that raise substantial doubt about its ability to continue as a going concern for a period of one year following the date that these condensed consolidated financial statements are issued. |
Basis of Presentation | Basis of Presentation The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions among consolidated entities were eliminated upon consolidation. The unaudited condensed consolidated financial statements were prepared in accordance with generally accepted accounting principles (“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, 2018, filed with the U.S. Securities and Exchange Commission (“SEC”) on March 7, 2019. 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, long-term equity securities, debt amendments, operating lease right-of-use assets, legal contingencies, c ontingent consideration under royalty purchase agreements Actual results may differ significantly from these estimates, such as the Company’s billing under government contracts and amortization of the payments received from HealthCare Royalty Partners II, L.P. (“HCRP”). Under the Company’s contracts with the National Institute of Allergy and Infectious Diseases (“NIAID”), a part of the National Institutes of Health (“NIH”), the Company billed using NIH’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 material. In addition, under the contracts with HCRP, the amortization for the reporting period is calculated based on the payments expected to be made by the licensees to HCRP over the term of the arrangement. Any changes to the estimated payments by the licensees to HCRP can result in a material adjustment to revenue previously reported. |
Revenue Recognition | Revenue Recognition Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations, and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation based on relative fair values, when (or as) the performance obligation is satisfied. The Company recognizes revenue from its license and collaboration arrangements and royalties. The terms of the arrangements generally include payment to the Company of one or more of the following: non-refundable, upfront license fees, development, regulatory and commercial milestone payments, and royalties on net sales of licensed products. License If the license to the Company’s intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenue from non-refundable, upfront fees allocated to the license when the license is transferred to the customer and the customer is able to use and benefit from the license. For licenses that are bundled with other promises, such as transfer of related materials, process and know-how, the Company utilizes judgement to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time. Under the Company’s license agreements, the nature of the combined performance obligation is the granting of licenses to the customers as the other promises are not separately identifiable in the context of the arrangement. Since the Company grants the license to a customer as it exists at the point of transfer, and is not involved in any future development or commercialization of the products related to the license, the nature of the license is a right to use the Company’s intellectual property as transferred. As such, the Company recognizes revenue related to the combined performance obligation upon completion of the delivery of the related materials, process and know-how (i.e., at a point in time). Milestone payments At the inception of each arrangement that includes development and regulatory milestone payments, the Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price. ASC 606 suggests two alternatives to use when estimating the amount of variable consideration: the expected value method and the most likely amount method. Under the expected value method, an entity considers the sum of probability-weighted amounts in a range of possible consideration amounts. Under the most likely amount method, an entity considers the single most likely amount in a range of possible consideration amounts. The Company expects to use the most likely amount method for development and regulatory milestone payments. If it is probable that a significant cumulative revenue reversal would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the control of the Company or the licensee, such as regulatory approvals, are not considered probable of being achieved until those approvals are received. The transaction price is then allocated to each performance obligation on a relative stand-alone selling price basis. The Company recognizes revenue as or when the performance obligations under the contract are satisfied. At the end of each subsequent reporting period, the Company re-evaluates the probability or achievement of each such milestone and any related constraint, and if necessary, adjusts its estimates of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect revenue and earnings in the period of adjustment. Royalties For arrangements that include sales-based royalties, including milestone payments based on the level of sales, and the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). Upfront payments and fees are recorded as deferred revenue upon receipt or when due, and may require deferral of revenue recognition to a future period until the Company performs its obligations under these arrangements. Amounts payable to the Company are recorded as accounts receivable when the Company’s right to consideration is unconditional. The Company does not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the customer and the transfer of the promised goods or services to the customer will be one year or less. |
Sale of Future Revenue Streams | Sale of Future Revenue Streams The Company has sold its rights to receive certain milestones and royalties on product sales. In the circumstance where the Company has sold its rights to future milestones and royalties under a license agreement and also maintains limited continuing involvement in the arrangement (but not significant continuing involvement in the generation of the cash flows that are due to the purchaser), the Company defers recognition of the proceeds it receives for the sale of milestone or royalty streams and recognizes such unearned revenue as revenue under units-of-revenue method over the life of the underlying license agreement. Under the units-of-revenue method, amortization for a reporting period is calculated by computing a ratio of the proceeds received from the purchaser to the total payments expected to be made to the purchaser over the term of the agreement, and then applying that ratio to the period’s cash payment. Estimating the total payments expected to be received by the purchaser over the term of such arrangements requires management to use subjective estimates and assumptions. Changes to the Company’s estimate of the payments expected to be made to the purchaser over the term of such arrangements could have a material effect on the amount of revenues recognized in any particular period. |
Stock-Based Compensation | Stock-Based Compensation The Company recognizes compensation expense for all stock-based payment awards made to the Company’s employees, consultants and directors that are expected to vest based on estimated fair values. The valuation of stock option awards is determined at the date of grant using the Black-Scholes 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 forfeitures when they occur. The Company records compensation expense for service-based awards on a straight-line basis over the requisite service period, which is generally the vesting period of the award, or to the date on which retirement eligibility is achieved, if shorter. For awards with performance-based conditions, at the point that it becomes probable that the performance conditions will be met, the Company records a cumulative catch-up of the expense from the grant date to the current date, and then amortizes the remainder of the expense over the remaining service period. 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. |
Equity Securities | Equity Securities The Company received shares of common stock from Rezolute, Inc. (“Rezolute”) in April 2018 (Note 4). Equity investments in Rezolute are classified in the condensed consolidated balance sheets as long-term equity securities. The equity securities are measured at fair value, with changes in fair value recorded in the other income (expense), net line item of the condensed consolidated statement of operations and comprehensive income (loss) at each reporting period. The Company remeasures its equity investments at each reporting period until such time that the investment is sold or disposed of. If the Company sells an investment, any realized gains and losses on the sale of the securities will be recognized in the condensed consolidated statement of operations and comprehensive income (loss) in the period of sale. |
Purchase of Rights to Future Milestones and Royalties | Purchase of Rights to Future Milestones and Royalties The Company has purchased rights to receive a portion of certain future developmental, regulatory and commercial sales milestones, royalties and option fees on sales of products currently in clinical development. The Company has accounted for the purchased rights as a financial asset in accordance with ASC 310, Receivables The Company accounts for milestone and royalty rights related to developmental pipeline products on a non-accrual basis using the cost recovery method. These developmental pipeline products are non-commercialized, non-approved products that require Food and Drug Administration (“FDA”) or other regulatory approval, and thus have uncertain cash flows. The Company is not yet able to reliably forecast future cash flows given their pre-commercial stages of development. The related receivable balance is classified as noncurrent since no payments are probable to be received in the near term. Under the cost recovery method, any milestone or royalty received is recorded as a direct reduction of the recorded receivable balance. When the recorded receivable balance has been fully collected, any additional amounts collected are recognized as revenue. The Company reviews any impairment indicators and changes in expected recoverability of the long-term royalty receivable asset regularly. If expected future cash flows discounted to the current period are less than the carrying value of the asset, the Company will record impairment. The impairment will be recognized by reducing the financial asset to an amount that represents the present value of the most recent estimate of cash flows. |
Leases | Leases The Company has entered into lease agreements for its corporate office facility in Emeryville, California and for additional office and laboratory facilities in Berkeley, California. Effective January 1, 2019, the Company adopted ASC Topic 842, Leases The Company determines the initial classification and measurement of its right-of-use assets and lease liabilities at the lease commencement date and thereafter if modified. The lease term includes any renewal options and termination options that the Company is reasonably assured to exercise. The present value of lease payments is determined by using the interest rate implicit in the lease, if that rate is readily determinable; otherwise, the Company uses its incremental borrowing rate. The incremental borrowing rate is determined by using the rate of interest that the Company would pay to borrow on a collateralized basis an amount equal to the lease payments for a similar term and in a similar economic environment. Rent expense for operating leases is recognized on a straight-line basis, unless the right-of-use asset has been impaired, over the reasonably assured lease term based on the total lease payments and is included in operating expenses in the condensed consolidated statements of operations and comprehensive income (loss). For operating leases that reflect impairment, the Company will recognize the amortization of the right-of-use asset on a straight-line basis over the remaining lease term with rent expense still included in operating expenses in the condensed consolidated statements of operations and comprehensive income (loss). For all leases, rent payments that are based on a fixed index or rate at the lease commencement date are included in the measurement of lease assets and lease liabilities at the lease commencement date. The Company has elected the practical expedient to not separate lease and non-lease components. The Company’s non-lease components are primarily related to property maintenance and insurance, which varies based on future outcomes, and thus is recognized in rent expense when incurred. |
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. During periods of income, the Company allocates participating securities a proportional share of net income 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. For the three and six months ended June 30, 2019 and 2018, the Company did not declare any dividends. 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, and the exercise of 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 any outstanding options, RSUs or warrants and the presumed exercise of such securities are dilutive to earnings (loss) per share available to common stockholders for the period. Adjustments to the denominator are required to reflect the related dilutive shares. |
Concentration of Risk | Concentration of Risk Cash and receivables are financial instruments which potentially subject the Company to concentrations of credit risk, as well as liquidity risk for certain cash equivalents. The Company has not experienced any significant credit losses and does not generally require collateral on receivables. For the three months ended June 30, 2019, three partners represented 52%, 35%, and 10% of total revenues. For the six months ended June 30, 2019, one partner represented 88% |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 replaced the incurred loss impairment methodology under current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 requires use of a forward-looking expected credit loss model for accounts receivables, loans, and other financial instruments. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, with early adoption permitted. Adoption of the standard requires using a modified retrospective approach through a cumulative-effect adjustment to retained earnings as of the effective date to align existing credit loss methodology with the new standard. The Company will adopt ASU 2016-13 effective January 1, 2020. The Company is currently evaluating the impact of this standard on its consolidated financial statements, including accounting policies, processes, and systems, but does not expect the standard will have a material impact on its consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) (“ASU 2018-13”), which modifies, removes and adds certain disclosure requirements on fair value measurements based on the FASB Concepts Statement, Conceptual Framework for Financial Reporting—Chapter 8: Notes to Financial Statements. The ASU is effective for the Company’s interim and annual reporting periods during the year ending December 31, 2020, and all annual and interim reporting period thereafter. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. Early adoption is permitted upon issuance of ASU 2018-13. An entity is permitted to early adopt any removed or modified disclosures upon issuance of ASU 2018-13 and delay adoption of the additional disclosures until their effective date. The Company early adopted the guidance related to removal of disclosures upon issuance of this ASU and will delay adoption of additional disclosures as permitted under the ASU. The Company does not believe adoption of the guidance will have a significant impact on its condensed consolidated financial statements. In November 2018, the FASB issued ASU 2018-18, Collaborative Arrangements (Topic 808) “Clarifying the Interaction between Topic 808 and Topic 606,” which requires transactions in collaborative arrangements to be accounted for under ASC 606 if the counterparty is a customer for a good or service that is a distinct unit of account. The new standard also precludes an entity from presenting consideration from transactions with a collaborator that is not a customer together with revenue recognized from contracts with customers. The ASU is effective for the Company’s interim and annual reporting periods during the year ending December 31, 2020, and all annual and interim reporting period thereafter. Early adoption is permitted, but no earlier than an entity’s adoption date of Topic 606. This ASU requires retrospective adoption to the date the Company adopted ASC 606, January 1, 2018, by recognizing a cumulative-effect adjustment to the opening balance of retained earnings of the earliest annual period presented. The Company may elect to apply the ASU retrospectively either to all contracts or only to contracts that are not completed at the date it initially applied ASC 606. The Company is in the process of accessing the impact of ASU 2018-18 on its condensed consolidated financial statements. |
Fair Value Measurements | The Company records its financial assets and liabilities at fair value. The carrying amounts of certain of the Company’s financial instruments, including cash, trade receivables 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 Financ_2
Condensed Consolidated Financial Statements Detail (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Condensed Consolidated Financial Statements Detail [Abstract] | |
Accrued and Other Liabilities | Accrued and other liabilities consisted of the following (in thousands): June 30, December 31, 2019 2018 Accrued legal and accounting fees $ 169 $ 396 Accrued restructuring — 1,361 Accrued incentive compensation 162 152 Accrued payroll and other benefits 107 155 Other 177 318 Total $ 615 $ 2,382 |
Outstanding Securities Considered Anti-Dilutive | Potentially dilutive securities are excluded from the calculation of diluted net loss per share available to common stockholders if their inclusion is anti-dilutive. The following table shows the weighted-average outstanding securities considered anti-dilutive and therefore excluded from the computation of diluted net loss per share available to common stockholders (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Convertible preferred stock 6,256 5,003 6,256 5,003 Common stock options and RSUs 1,934 1,625 1,861 1,635 Warrants for common stock 28 21 27 19 Total 8,218 6,649 8,144 6,657 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
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 June 30, 2019 Using Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs (Level 1) (Level 2) (Level 3) Total Assets: Long-term equity securities $ — $ — $ 1,138 $ 1,138 Liabilities: Contingent consideration $ — $ — $ 3,075 $ 3,075 Fair Value Measurements at December 31, 2018 Using Quoted Prices in Active Markets for Identical Assets Significant Observable Inputs Significant Unobservable Inputs (Level 1) (Level 2) (Level 3) Total Assets: Long-term equity securities $ — $ — $ 392 $ 392 |
Summary of Changes in Estimated Fair Value of Level 3 Financial Assets | The following table provides a summary of changes in the estimated fair value of the Company’s Level 3 financial assets for the six months ended June 30, 2019 (in thousands): Balance at December 31, 2018 $ 392 Change in fair value 746 Balance at June 30, 2019 $ 1,138 |
Estimated Fair Value of Equity Securities Assumptions | The estimated fair value of the equity securities was calculated based on the following assumptions as of June 30, 2019: Closing common stock price on the Over-the-counter (OTC) exchange $ 0.20 Tranche 1: Discount for lack of marketability 20 % Estimated time to liquidity of shares 0.75 Tranche 2: Discount for lack of marketability 33 % Estimated time to liquidity of shares 1.75 The estimated fair value of the equity securities was calculated based on the following assumptions as of December 31, 2018: Discount for lack of marketability 35 % Estimated time to liquidity of shares 1.45 years Scenario probabilities Liquidation 20 % Near-term sale 5 % Near-term financing 75 % |
Outstanding Long Term Debt Carrying Amount and Estimated Fair Value | The carrying amount and the estimated fair value of the Company’s outstanding long-term debt at June 30, 2019, and December 31, 2018, are as follows (in thousands): June 30, 2019 December 31, 2018 Carrying Amount Fair Value Carrying Amount Fair Value Novartis note $ 15,569 $ 15,384 $ 15,193 $ 14,825 SVB Loans 10,454 10,454 7,286 7,281 Total $ 26,023 $ 25,838 $ 22,479 $ 22,106 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Interest Expense and Amortization of Debt Issuance Costs and Discounts | Amortization of debt issuance costs and discounts are included in interest expense. Interest expense in the condensed consolidated statements of operations and comprehensive loss relates to the following debt instruments (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 SVB loans $ 236 $ 12 $ 477 $ 12 Novartis note 186 144 372 283 Other 1 22 3 53 Total interest expense $ 423 $ 178 $ 852 $ 348 |
Common Stock Warrants (Tables)
Common Stock Warrants (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Warrants And Rights Note Disclosure [Abstract] | |
Summary of Common Stock Warrants Outstanding | As of June 30, 2019 and December 31, 2018, the following common stock warrants were outstanding: Exercise Price June 30, December 31, Issuance Date Expiration Date Balance Sheet Classification per Share 2019 2018 February 2015 February 2020 Stockholders' equity $ 66.20 9,063 9,063 February 2016 February 2021 Stockholders' equity $ 15.40 8,249 8,249 May 2018 May 2028 Stockholders' equity $ 23.69 6,332 6,332 March 2019 March 2029 Stockholders' equity $ 14.71 4,845 — 28,489 23,644 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Maturity of Company's Operating Lease Liabilities | The maturity of the Company’s operating lease liabilities as of June 30, 2019 is as follows (in thousands): Operating Undiscounted lease payments Leases 2019 (excluding the six months ended June 30, 2019) $ 1,321 2020 2,736 2021 2,268 2022 1,943 2023 620 Thereafter — Total undiscounted lease payments 8,888 Present value adjustment (785 ) Total net lease liabilities $ 8,103 |
Future Undiscounted Lease Payments Under Operating Leases | The Company’s future undiscounted lease payments under operating leases (as defined by prior guidance) as of December 31, 2018 are as follow (in thousands): Year Ending December 31, Rent Payments 2019 $ 4,381 2020 3,923 2021 3,156 2022 2,611 2023 854 Thereafter — Total minimum lease payments $ 14,925 |
Supplemental Disclosure for Statement of Cash Flows and Additional Information Related to Operating Leases | The following information represents supplemental disclosure for the statement of cash flows related to operating leases (in thousands): June 30, 2019 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows under operating leases $ 1,308 The following summarizes additional information related to operating leases (in thousands): June 30, 2019 Weighted-average remaining lease term Operating leases 3.43 years Weighted-average discount rate Operating leases 5.51 % |
Future Cash Flows to be Received from Subleases | The Company’s future cash flows to be received from subleases as of June 30, 2019 and December 31, 2018 is as follows (in thousands): June 30, Sublease income 2019 2019 (excluding the six months ended June 30, 2019) $ 1,115 2020 2,280 2021 1,906 2022 1,644 2023 556 Total minimum lease payments $ 7,501 December 31, Sublease income 2018 (1) 2019 $ 2,249 2020 2,376 2021 2,006 2022 1,746 2023 592 Total minimum lease payments $ 8,969 (1) Sublease income as of December 31, 2018 includes base lease payments and expected reimbursement of certain operating expenses under executed sublease agreements. |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Weighted Average Assumptions | The fair value of the stock options granted during the three and six months ended June 30, 2019 and 2018, was estimated based on the following weighted average assumptions: Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Dividend yield 0 % 0 % 0 % 0 % Expected volatility 102 % 102 % 103 % 101 % Risk-free interest rate 2.21 % 2.98 % 2.51 % 2.71 % Expected term 5.60 years 5.55 years 5.60 years 5.60 years |
Stock Option Activity | Stock option activity for the six months ended June 30, 2019, was as follows: Number of shares Weighted Average Exercise Price Per Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding at beginning of year 1,624,746 $ 23.09 Granted 390,814 14.38 Exercised (25,861 ) 4.77 Forfeited, expired or cancelled (37,317 ) 60.01 Outstanding at end of period 1,952,382 $ 20.88 7.7 $ 7,856 Exercisable at end of period 1,246,774 $ 23.62 7.1 $ 6,574 |
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 operations and comprehensive loss (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Research and development $ 59 $ 95 $ 108 $ 199 General and administrative 952 675 2,631 1,987 Total stock-based compensation expense $ 1,011 $ 770 $ 2,739 $ 2,186 |
Description of Business - Addit
Description of Business - Additional Information (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 | Jun. 30, 2018 | Dec. 31, 2017 | |
Description Of Business [Abstract] | |||||
Cash | $ 42,327 | $ 45,780 | [1] | $ 38,690 | $ 43,471 |
[1] | The condensed consolidated balance sheet as of December 31, 2018 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, 2018. |
Basis of Presentation and Sig_3
Basis of Presentation and Significant Accounting Policies - Additional Information (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2019USD ($)Customer | Jun. 30, 2018USD ($)Customer | Jun. 30, 2019USD ($)Customer | Jun. 30, 2018USD ($)Customer | Dec. 31, 2018USD ($)Customer | Jan. 01, 2019USD ($) | |
Basis Of Presentation And Significant Accounting Policies [Line Items] | ||||||
Operating lease right-of-use assets | $ 6,417,000 | $ 6,417,000 | ||||
Operating lease liabilities | 8,103,000 | 8,103,000 | ||||
Dividends declared | $ 0 | $ 0 | $ 0 | $ 0 | ||
Customer Concentration Risk [Member] | Trade Receivables [Member] | ||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | ||||||
Number of major partners | Customer | 1 | 2 | ||||
Customer Concentration Risk [Member] | Trade Receivables [Member] | Partner 1 [Member] | ||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | ||||||
Concentration risk, percentage (in hundredths) | 100.00% | 67.00% | ||||
Customer Concentration Risk [Member] | Trade Receivables [Member] | Partner 2 [Member] | ||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | ||||||
Concentration risk, percentage (in hundredths) | 28.00% | |||||
Customer Concentration Risk [Member] | Revenues [Member] | ||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | ||||||
Number of major partners | Customer | 3 | 2 | 1 | 2 | ||
Customer Concentration Risk [Member] | Revenues [Member] | Partner 1 [Member] | ||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | ||||||
Concentration risk, percentage (in hundredths) | 52.00% | 80.00% | 88.00% | 66.00% | ||
Customer Concentration Risk [Member] | Revenues [Member] | Partner 2 [Member] | ||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | ||||||
Concentration risk, percentage (in hundredths) | 35.00% | 11.00% | 22.00% | |||
Customer Concentration Risk [Member] | Revenues [Member] | Partner 3 [Member] | ||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | ||||||
Concentration risk, percentage (in hundredths) | 10.00% | |||||
ASC 842 [Member] | ||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | ||||||
Operating lease right-of-use assets | $ 7,400,000 | |||||
Operating lease liabilities | $ 9,200,000 | |||||
ASC 842 [Member] | Lease-related Costs [Member] | ||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | ||||||
Lease-related restructuring liabilities, carrying amount | $ 1,700,000 |
Condensed Consolidated Financ_3
Condensed Consolidated Financial Statements Details - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | ||
Long-term Equity Securities [Line Items] | ||||||
Long-term equity securities | $ 1,138 | $ 1,138 | $ 392 | [1] | ||
Gain recognized due to change in fair value of investment | 746 | $ (402) | ||||
Rezolute [Member] | ||||||
Long-term Equity Securities [Line Items] | ||||||
Long-term equity securities | 1,100 | 1,100 | $ 400 | |||
Gain recognized due to change in fair value of investment | $ 31,000,000 | $ 400 | $ 700 | $ 400 | ||
[1] | The condensed consolidated balance sheet as of December 31, 2018 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, 2018. |
Condensed Consolidated Financ_4
Condensed Consolidated Financial Statements Details - Accrued and Other Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 | |
Accrued and other liabilities [Abstract] | |||
Accrued legal and accounting fees | $ 169 | $ 396 | |
Accrued restructuring | 1,361 | ||
Accrued incentive compensation | 162 | 152 | |
Accrued payroll and other benefits | 107 | 155 | |
Other | 177 | 318 | |
Total | $ 615 | $ 2,382 | [1] |
[1] | The condensed consolidated balance sheet as of December 31, 2018 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, 2018. |
Condensed Consolidated Financ_5
Condensed Consolidated Financial Statements Details - Outstanding Securities Considered Anti-Dilutive (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 8,218 | 6,649 | 8,144 | 6,657 |
Convertible Preferred Stock [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 6,256 | 5,003 | 6,256 | 5,003 |
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) | 1,934 | 1,625 | 1,861 | 1,635 |
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) | 28 | 21 | 27 | 19 |
Licensing and Other Arrangeme_2
Licensing and Other Arrangements - Novartis - Additional Information (Details) $ / shares in Units, € in Millions | Aug. 24, 2017USD ($)AgreementObligation$ / sharesshares | Aug. 24, 2017EUR (€)AgreementObligationshares | Sep. 30, 2015 | Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2018USD ($) |
Novartis Pharma AG [Member] | ||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||
Upfront payment received | $ 25,700,000 | |||||||||
Common stock aggregate fair value | 4,800,000 | |||||||||
Common stock premium | $ 200,000 | |||||||||
Number of license agreements | Agreement | 2 | 2 | ||||||||
Number of performance obligations | Obligation | 2 | 2 | ||||||||
Remaining performance obligations | $ 0 | |||||||||
License agreement transaction price | 40,200,000 | |||||||||
Contract liabilities | $ 0 | $ 0 | $ 0 | |||||||
Contract assets | 0 | 0 | 0 | |||||||
Revenue recognize | 0 | $ 0 | 0 | $ 0 | ||||||
Capitalized contract costs | 0 | 0 | 0 | |||||||
Novartis Pharma AG [Member] | Licenses and Related Materials, Process and Know-How and Filings to Regulatory Authority [Member] | ||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||
Recognized the entire transaction price as revenue upon completion of delivery | $ 40,200,000 | |||||||||
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 | ||||||||
Novartis Pharma AG [Member] | XOMA-052 License Agreement [Member] | ||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||
License agreement consideration received | 30,000,000 | |||||||||
Upfront payment received | 15,700,000 | |||||||||
Eligible milestone payments receivable upon achievement of development, regulatory and commercial milestones | $ 438,000,000 | |||||||||
Agreement termination prior written notice period | 6 months | 6 months | ||||||||
Novartis Pharma AG [Member] | IL-1 Target License Agreement [Member] | ||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||
Upfront payment received | $ 10,000,000 | |||||||||
Novartis International [Member] | License Agreement [Member] | ||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||
Eligible milestone payments receivable upon achievement of development, regulatory and commercial milestones | 470,000,000 | |||||||||
Contract liabilities | 0 | 0 | 0 | |||||||
Contract assets | 0 | 0 | 0 | |||||||
Capitalized contract costs | $ 0 | $ 0 | $ 0 | |||||||
Agreement termination notice period | 180 days | |||||||||
Upfront payment recognized as revenue | $ 37,000,000 | |||||||||
Milestone received under the collaboration agreement | $ 10,000,000 |
Licensing and Other Arrangeme_3
Licensing and Other Arrangements - Rezolute - Additional Information (Details) - Rezolute [Member] | Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) | Jan. 30, 2019USD ($) | Jan. 07, 2019USD ($)CashPayment | Apr. 03, 2018USD ($)Obligationshares | Dec. 06, 2017USD ($)shares | Feb. 28, 2019USD ($) | Apr. 30, 2018USD ($)shares | Mar. 31, 2018USD ($)shares | Mar. 31, 2018USD ($) | Jun. 30, 2019USD ($) | Dec. 31, 2020shares | Dec. 31, 2018USD ($) | Dec. 31, 2020USD ($) | Jun. 01, 2019USD ($) | Sep. 30, 2020USD ($) |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||||||
Contract revenue | $ 0 | |||||||||||||||
License Agreement [Member] | ||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||||||
Future milestone payments, maximum | $ 232,000,000 | $ 237,000,000 | ||||||||||||||
Upfront option fee | $ 1,000,000 | |||||||||||||||
Agreement termination notice period | 90 days | |||||||||||||||
Reimbursable technology transfer expenses received | $ 300,000 | |||||||||||||||
Common stock value receivable | $ 8,500,000 | |||||||||||||||
Number of future cash payments upon closing of the qualified financing | CashPayment | 5 | |||||||||||||||
Percentage of net proceeds of each future financing upon closing of the qualified financing | 15.00% | |||||||||||||||
License Agreement [Member] | Forecast [Member] | ||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||||||
Future cash payments upon closing of the qualified financing | $ 8,500,000 | |||||||||||||||
License Agreement and Common Stock Purchase Agreement [Member] | ||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||||||
Eligible to receive in cash | $ 6,000,000 | |||||||||||||||
Eligible to receive common stock, financing activities | $ 8,500,000 | |||||||||||||||
Eligible to receive shares of common stock | shares | 7,000,000 | |||||||||||||||
Gross proceeds from qualified financing | $ 20,000,000 | |||||||||||||||
Additional common stock receive for qualified financing | $ 8,500,000 | |||||||||||||||
Common stock, trading period | 10 days | |||||||||||||||
Contract revenue | $ 8,000,000 | |||||||||||||||
Common stock received | shares | 8,093,010 | |||||||||||||||
Cash received | $ 500,000 | |||||||||||||||
Reimbursable technology transfer expenses received | $ 300,000 | |||||||||||||||
Number of performance obligations | Obligation | 1 | |||||||||||||||
Upfront consideration to incremental discount for future payment | $ 0 | |||||||||||||||
Remaining performance obligations | 0 | |||||||||||||||
License agreement transaction price | 1,800,000 | |||||||||||||||
Value of common stock received | $ 1,000,000 | |||||||||||||||
Contract assets | 0 | $ 0 | ||||||||||||||
Contract liabilities | 0 | 0 | ||||||||||||||
Capitalized contract costs | 0 | 0 | ||||||||||||||
Doubtful revenue reversal of future cash payments | 2,500,000 | |||||||||||||||
Consideration due upon qualified financing event | 5,500,000 | |||||||||||||||
Future cash payments of revenue recognized | 2,500,000 | |||||||||||||||
Outstanding receivable | $ 2,500,000 | |||||||||||||||
License Agreement and Common Stock Purchase Agreement [Member] | Licenses and Related Materials, Product Data/Filing, Process and Know-how [Member] | ||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||||||
Recognized the entire transaction price as revenue upon completion of delivery | $ 1,800,000 | |||||||||||||||
License Agreement and Common Stock Purchase Agreement [Member] | Forecast [Member] | ||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||||||
Eligible to receive, in order to maintain license agreement | $ 15,000,000 | |||||||||||||||
Future cash payments upon closing of the qualified financing | $ 2,900,000 | $ 8,500,000 | ||||||||||||||
Common Stock Purchase Agreement [Member] | ||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||||||
Number of shares of common stock held for future issuance | shares | 5,000,000 | |||||||||||||||
Common stock purchase agreement description | Under the common stock purchase agreement, Rezolute granted the Company the right and option to sell the greater of (i) 5,000,000 shares of common stock or (ii) one third of the aggregate shares held by the Company upon failure by Rezolute to list its shares of its common stock on the Nasdaq Stock Market or a similar national exchange on or prior to December 31, 2018. | |||||||||||||||
Percentage of aggregate shares held for future issuance | 33.33% | |||||||||||||||
Cash received | $ 5,500,000 | |||||||||||||||
Reimbursable technology transfer expenses received | $ 300,000 | |||||||||||||||
Gross proceeds from preferred stock financing | $ 25,000,000 | |||||||||||||||
Common Stock Purchase Agreement [Member] | Interim Financing Closing and Initial Closing Financing Activities [Member] | ||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||||||
Common stock received | shares | 8,093,010 | |||||||||||||||
Cash received | $ 500,000 | |||||||||||||||
Common Stock Purchase Agreement [Member] | Forecast [Member] | ||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||||||
Maximum number of shares of common stock sold back | shares | 5,000,000 | |||||||||||||||
Number of shares of common stock sold back | shares | 2,500,000 |
Licensing and Other Arrangeme_4
Licensing and Other Arrangements - NIAID - Additional Information (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2019 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2014 | ||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||
Deferred revenue balance classified as contract liability due to government adjustment | $ 798 | $ 798 | [1] | ||
National Institute of Allergy and Infectious Diseases "NIAID" [Member] | |||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||
Contract liabilities | 800 | $ 800 | |||
National Institute of Allergy and Infectious Diseases "NIAID" [Member] | Arrangement with Governmental Agency 2 [Member] | |||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||
Total contract amount awarded | $ 64,800 | ||||
Contracts revenue wrote off | $ 400 | ||||
National Institute of Allergy and Infectious Diseases "NIAID" [Member] | Arrangement with Governmental Agency 3 [Member] | |||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||
Contractual term | 3 years | ||||
Accounts receivable | $ 400 | ||||
Deferred revenue balance classified as contract liability due to government adjustment | $ 800 | ||||
[1] | The condensed consolidated balance sheet as of December 31, 2018 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, 2018. |
Licensing and Other Arrangeme_5
Licensing and Other Arrangements - Sale of Future Revenue Streams - Additional Information (Details) | Dec. 21, 2016USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2019USD ($)Agreement | Jun. 30, 2018USD ($) | Dec. 31, 2018USD ($) | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||
Unearned revenue recognized under units-of-revenue method | $ 851,000 | $ 851,000 | $ 490,000 | [1] | |||
Unearned revenue recognized under units-of-revenue method, long-term | 16,214,000 | $ 16,214,000 | 17,017,000 | [1] | |||
HCRP [Member] | |||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||
Number of royalty Interest acquisition agreements | Agreement | 2 | ||||||
Unearned revenue recognized under units-of-revenue method | 18,000,000 | $ 18,000,000 | |||||
Revenue recognized under units-of-revenue method | 300,000 | $ 43,000 | 400,000 | $ 200,000 | |||
Reversed revenue recognized under units-of-revenue method | 100,000 | 200,000 | |||||
Decrease in net revenue due to change in estimate of product sales | $ (86,000) | $ (25,000) | |||||
Unearned revenue recognized under units-of-revenue method | 900,000 | 900,000 | 500,000 | ||||
Unearned revenue recognized under units-of-revenue method, long-term | $ 16,200,000 | 16,200,000 | $ 17,000,000 | ||||
HCRP [Member] | First Acquisition Agreement [Member] | |||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||
Upfront cash payment received | $ 6,500,000 | ||||||
Eligible potential additional payments receivable upon achievement of specified net sales milestones in future years | 4,000,000 | $ 2,000,000 | |||||
HCRP [Member] | Second Acquisition Agreement [Member] | |||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||
Upfront cash payment received | $ 11,500,000 | ||||||
[1] | The condensed consolidated balance sheet as of December 31, 2018 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, 2018. |
Royalty Purchase Agreements (De
Royalty Purchase Agreements (Details) | Apr. 07, 2019USD ($) | Feb. 25, 2019USD ($)Agreement | Sep. 20, 2018USD ($)LicensedProduct | Jun. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Dec. 31, 2018USD ($) | |
Royalty Purchase Agreement [Line Items] | |||||||
Long-term royalty receivables | $ 24,375,000 | $ 24,375,000 | $ 15,000,000 | [1] | |||
Changes in estimated fair value of contingent consideration | 0 | ||||||
Payments of contingent consideration | 0 | ||||||
Royalty Purchase Agreement [Member] | |||||||
Royalty Purchase Agreement [Line Items] | |||||||
Long-term royalty receivables | 9,000,000 | 9,000,000 | |||||
Impairment related to long-term royalty receivable | 0 | ||||||
Royalty Purchase Agreement [Member] | Agenus [Member] | |||||||
Royalty Purchase Agreement [Line Items] | |||||||
Payments to acquire milestones and royalties | 15,000,000 | ||||||
Long-term royalty receivables | 15,000,000 | 15,000,000 | 15,000,000 | ||||
Impairment related to long-term royalty receivable | 0 | $ 0 | |||||
Royalty Purchase Agreement [Member] | Agenus [Member] | Silicon Valley Bank [Member] | |||||||
Royalty Purchase Agreement [Line Items] | |||||||
Loan borrowed | 7,500,000 | 7,500,000 | |||||
Royalty Purchase Agreement [Member] | Agenus [Member] | Incyte [Member] | |||||||
Royalty Purchase Agreement [Line Items] | |||||||
Number of licensed products related to milestone and royalties | LicensedProduct | 6 | ||||||
Royalty Purchase Agreement [Member] | Agenus [Member] | Merck [Member] | |||||||
Royalty Purchase Agreement [Line Items] | |||||||
Number of licensed products related to milestone and royalties | LicensedProduct | 1 | ||||||
Royalty Purchase Agreement [Member] | Agenus [Member] | Incyte and Merck [Member] | |||||||
Royalty Purchase Agreement [Line Items] | |||||||
Purchased eligible milestone payments receivable upon achievement of potential development, regulatory and commercial milestones | $ 59,500,000 | ||||||
Royalty Purchase Agreement [Member] | Agenus [Member] | Right to Receive Low-Single Mid-Teen Royalties [Member] | Incyte [Member] | |||||||
Royalty Purchase Agreement [Line Items] | |||||||
Purchased percentage of royalties on net sales of products | 33.00% | ||||||
Purchased percentage of milestones | 10.00% | ||||||
Royalty Purchase Agreement [Member] | Agenus [Member] | Right to Receive Low Single Digit Royalties [Member] | Merck [Member] | |||||||
Royalty Purchase Agreement [Line Items] | |||||||
Purchased percentage of royalties on net sales of products | 33.00% | ||||||
Purchased percentage of milestones | 10.00% | ||||||
Royalty Purchase Agreement [Member] | Bioasis Technologies Inc [Member] | |||||||
Royalty Purchase Agreement [Line Items] | |||||||
Payments to acquire milestones and royalties | 300,000 | ||||||
Long-term royalty receivables | 400,000 | 400,000 | |||||
Impairment related to long-term royalty receivable | 0 | ||||||
Percentage of Option to purchase royalty right on future license agreements | 1.00% | ||||||
Number of license agreements | Agreement | 2 | ||||||
Estimated fair value of contingent consideration | 100,000 | 100,000 | |||||
Royalty Purchase Agreement [Member] | Bioasis Technologies Inc [Member] | Maximum [Member] | |||||||
Royalty Purchase Agreement [Line Items] | |||||||
Potential future cash payments | $ 200,000 | 200,000 | |||||
Royalty Purchase Agreement [Member] | Aronora [Member] | |||||||
Royalty Purchase Agreement [Line Items] | |||||||
Potential future cash payments | $ 3,000,000 | ||||||
Payments of contingent consideration | $ 3,000,000 | ||||||
Expected reduction in purchased percentage of non-royalties on net sales of products | 5.00% | ||||||
Upfront payment | $ 6,000,000 | ||||||
Milestones payments to aggregate amount of per product | 85,000,000 | ||||||
Received cumulative royalties on net sales per product amount | 250,000,000 | ||||||
Royalty Purchase Agreement [Member] | Aronora [Member] | Term Loan [Member] | |||||||
Royalty Purchase Agreement [Line Items] | |||||||
Upfront payment | 3,000,000 | ||||||
Royalty Purchase Agreement [Member] | Aronora [Member] | Maximum [Member] | |||||||
Royalty Purchase Agreement [Line Items] | |||||||
Potential future cash payments | $ 1,000,000 | ||||||
Royalty Purchase Agreement [Member] | Aronora [Member] | Bayer Products [Member] | |||||||
Royalty Purchase Agreement [Line Items] | |||||||
Purchased percentage of royalties on net sales of products | 100.00% | ||||||
Purchased percentage of non-royalties on net sales of products | 10.00% | ||||||
Royalty Purchase Agreement [Member] | Aronora [Member] | Non-Bayer Products [Member] | |||||||
Royalty Purchase Agreement [Line Items] | |||||||
Purchased percentage of non-royalties on net sales of products | 10.00% | ||||||
Royalty Purchase Second License Agreement [Member] | Bioasis Technologies Inc [Member] | Maximum [Member] | |||||||
Royalty Purchase Agreement [Line Items] | |||||||
Obligation upon exercise of options per licensed product | $ 300,000 | ||||||
Royalty Purchase Third License Agreement [Member] | Bioasis Technologies Inc [Member] | Maximum [Member] | |||||||
Royalty Purchase Agreement [Line Items] | |||||||
Obligation upon exercise of options per licensed product | $ 400,000 | ||||||
[1] | The condensed consolidated balance sheet as of December 31, 2018 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, 2018. |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets and Liabilities Carried at Fair Value on Recurring Basis (Details) - Recurring [Member] - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Assets: | ||
Long-term equity securities | $ 1,138 | $ 392 |
Liabilities: | ||
Contingent consideration | 3,075 | |
Significant Unobservable Inputs (Level 3) [Member] | ||
Assets: | ||
Long-term equity securities | 1,138 | $ 392 |
Liabilities: | ||
Contingent consideration | $ 3,075 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Changes In Estimated Fair Value of Level 3 Financial Assets (Details) - Level 3 $ in Thousands | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Balance at December 31, 2018 | $ 392 |
Change in fair value | 746 |
Balance at June 30, 2019 | $ 1,138 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2020 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Changes in estimated fair value of contingent consideration | $ 0 | |
Changes in estimated contingent consideration initial value | 100,000 | |
Aronora Royalty Purchase Agreement[Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Changes in estimated fair value of contingent consideration | 0 | |
Changes in estimated contingent consideration initial value | $ 3,000,000 | |
Rezolute [Member] | Common Stock Purchase Agreement [Member] | Forecast [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Maximum number of shares of common stock sold back | 5,000,000 |
Fair Value Measurements - Estim
Fair Value Measurements - Estimated Fair Value of Equity Securities Assumptions (Details) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019$ / shares | Dec. 31, 2018 | |
Closing Common Stock Price [Member] | OTC exchange [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Valuation assumptions, measurement input, Closing common stock price | $ 0.20 | |
Discount for Lack of Marketability [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Valuation assumptions, measurement input | 35 | |
Discount for Lack of Marketability [Member] | Tranche 1 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Valuation assumptions, measurement input | 20 | |
Discount for Lack of Marketability [Member] | Tranche 2 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Valuation assumptions, measurement input | 33 | |
Liquidity of Shares [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Valuation assumptions, measurement input term | 1 year 5 months 12 days | |
Liquidity of Shares [Member] | Tranche 1 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Valuation assumptions, measurement input term | 9 months | |
Liquidity of Shares [Member] | Tranche 2 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Valuation assumptions, measurement input term | 1 year 9 months | |
Liquidation [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Valuation assumptions, measurement input | 20 | |
Near-term Sale [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Valuation assumptions, measurement input | 5 | |
Near-term Financing [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Valuation assumptions, measurement input | 75 |
Fair Value Measurements - Outst
Fair Value Measurements - Outstanding Long Term Debt Carrying Amount and Estimated Fair Value (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Carrying Amount [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt | $ 26,023 | $ 22,479 |
Carrying Amount [Member] | Novartis Note [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt | 15,569 | 15,193 |
Carrying Amount [Member] | SVB Loans [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt | 10,454 | 7,286 |
Fair Value [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt | 25,838 | 22,106 |
Fair Value [Member] | Novartis Note [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt | 15,384 | 14,825 |
Fair Value [Member] | SVB Loans [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt | $ 10,454 | $ 7,281 |
Dispositions - Additional Infor
Dispositions - Additional Information (Details) - USD ($) $ in Millions | Nov. 04, 2015 | Jun. 30, 2018 | Jun. 30, 2018 | Dec. 31, 2018 |
Asset Purchase Agreement and Ology Bioservices License Agreement [Member] | ||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||
Entitled to receive cash consideration | $ 4.6 | |||
Amount received from sale of discontinued operation | $ 1 | $ 0.2 | ||
Biodefense Business [Member] | ||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||
Royalties receivable percentage on net sales | 15.00% |
Restructuring Charges - Additio
Restructuring Charges - Additional Information (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
Jun. 30, 2019USD ($)Facility | Jun. 30, 2018USD ($) | Jun. 30, 2019USD ($)Facility | Jun. 30, 2018USD ($) | Dec. 31, 2017Employee | Jan. 31, 2019Facility | Dec. 31, 2018USD ($) | Oct. 31, 2018Facility | Apr. 14, 2018Facility | Nov. 21, 2017Facility | Dec. 31, 2016Facility | |
Restructuring Cost And Reserve [Line Items] | |||||||||||
Number of employees terminated | Employee | 62 | ||||||||||
Operating leases, number of leased facilities | Facility | 3 | 3 | 3 | 3 | |||||||
Restructuring charges (credit) | $ 500,000 | $ 500,000 | |||||||||
Lease-related Costs [Member] | |||||||||||
Restructuring Cost And Reserve [Line Items] | |||||||||||
Restructuring charges (credit) | $ 0 | (100,000) | $ 0 | $ (100,000) | |||||||
Lease-related Costs [Member] | Accrued and Other Liabilities [Member] | |||||||||||
Restructuring Cost And Reserve [Line Items] | |||||||||||
Combined lease-related liabilities, current portion | $ 1,400,000 | ||||||||||
Lease-related Costs [Member] | Long-Term Other Liabilities [Member] | |||||||||||
Restructuring Cost And Reserve [Line Items] | |||||||||||
Combined lease-related liabilities, non-current portion | $ 300,000 | ||||||||||
Sublease Agreement Commenced on May 1,2018 [Member] | Restructuring Charges [Member] | |||||||||||
Restructuring Cost And Reserve [Line Items] | |||||||||||
Sublease loss | $ 600,000 | ||||||||||
Berkeley, California [Member] | |||||||||||
Restructuring Cost And Reserve [Line Items] | |||||||||||
Operating leases, number of leased facilities | Facility | 2 | 2 | 2 |
Long-Term Debt - Silicon Valley
Long-Term Debt - Silicon Valley Bank Loan Agreement - Additional Information (Details) - USD ($) | Jun. 30, 2019 | Mar. 04, 2019 | May 07, 2018 | Jun. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | |
Debt Instrument [Line Items] | |||||||
Current portion of long-term debt | $ 2,675,000 | $ 2,675,000 | $ 2,675,000 | $ 789,000 | [1] | ||
Long-term debt | $ 23,348,000 | 23,348,000 | 23,348,000 | 21,690,000 | [1] | ||
Loan and Security Agreement [Member] | Silicon Valley Bank [Member] | Warrants for Common Stock [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate number of shares of common stock called by warrants | 4,845 | 6,332 | |||||
Exercise price of per share | $ 14.71 | $ 23.69 | |||||
Fair value of warrant | $ 100,000 | $ 100,000 | |||||
Exercisable period of warrants | 10 years | ||||||
Loan and Security Agreement [Member] | Term Loan [Member] | Silicon Valley Bank [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowing capacity under loan agreement | 20,000,000 | ||||||
Increase borrowing capacity under loan agreement | $ 40,000,000 | ||||||
End of the draw period of the term loan | Mar. 31, 2019 | ||||||
Basis spread on variable rate | 4.75% | ||||||
Variable rate basis | The interest-only period will be followed by equal monthly payments of principal and interest over 24 months. Each Term Loan Advance will mature at the earlier of (i) the 23 months following the applicable term loan amortization date for each such Term Loan Advance (ii) March 1, 2023, or (iii) 30 days prior to the earliest maturity of any portion of the Company’s loan with Novartis (the “Loan Maturity Date”). After repayment, no Term Loan Advance (or any portion thereof) may be reborrowed. | ||||||
Period of monthly payments of principal and interest | 24 months | ||||||
Repayment of term loan | $ 0 | ||||||
Loan borrowed | $ 0 | ||||||
Percentage of final payment fee of Loan | 8.50% | ||||||
Percentage of prepayment fee | 3.00% | ||||||
Additional interest rate of outstanding payments due | 4.00% | ||||||
Debt issuance costs | $ 200,000 | ||||||
Extended end of the draw period of the term loan | Mar. 31, 2020 | ||||||
Loan and Security Agreement [Member] | Term Loan [Member] | Silicon Valley Bank [Member] | Agenus [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Carrying value of debt | $ 10,500,000 | 10,500,000 | 10,500,000 | 7,300,000 | |||
Current portion of long-term debt | 2,700,000 | 2,700,000 | 2,700,000 | 800,000 | |||
Long-term debt | 7,800,000 | 7,800,000 | 7,800,000 | $ 6,500,000 | |||
Loan and Security Agreement [Member] | Term Loan [Member] | Silicon Valley Bank [Member] | First Anniversary [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Percentage of prepayment fee | 2.00% | ||||||
Loan and Security Agreement [Member] | Term Loan [Member] | Silicon Valley Bank [Member] | Second Anniversary [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Percentage of prepayment fee | 1.00% | ||||||
Loan and Security Agreement [Member] | Term Loan [Member] | Prime Rate [Member] | Silicon Valley Bank [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 0.25% | ||||||
Loan and Security Agreement [Member] | Novartis [Member] | Silicon Valley Bank [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maturity date | Mar. 1, 2023 | ||||||
Days of interest, period | 30 days | ||||||
Earliest maturity of loan | 30 days | ||||||
Loan and Security Agreement [Member] | First Term Loan [Member] | Silicon Valley Bank [Member] | Agenus [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Loan borrowed | 7,500,000 | 7,500,000 | 7,500,000 | ||||
Discount against debt | 300,000 | 300,000 | 300,000 | ||||
Non-cash interest expense resulting from amortization of discount and accretion of final payment | 100,000 | 200,000 | |||||
Loan and Security Agreement [Member] | Second Term Loan [Member] | Silicon Valley Bank [Member] | Aronora [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Loan borrowed | 3,000,000 | 3,000,000 | 3,000,000 | ||||
Discount against debt | $ 45,000 | $ 45,000 | $ 45,000 | ||||
[1] | The condensed consolidated balance sheet as of December 31, 2018 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, 2018. |
Long-Term Debt - Novartis Note
Long-Term Debt - Novartis Note - Additional Information (Details) - USD ($) | Sep. 22, 2017 | Sep. 30, 2015 | May 31, 2005 | Jun. 30, 2019 | Dec. 31, 2018 |
Novartis Note [Member] | |||||
Debt Instrument [Line Items] | |||||
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 | 4.22% | ||||
Long-term Debt, Gross | $ 15,600,000 | $ 15,200,000 | |||
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, 2022 | Sep. 30, 2020 | |||
Reduction in outstanding principal amount | $ 7,300,000 |
Long-Term Debt - Interest Expen
Long-Term Debt - Interest Expense and Amortization of Debt Issuance Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Interest expense and amortization of debt issuance costs [Abstract] | ||||
Interest expense | $ 423 | $ 178 | $ 852 | $ 348 |
SVB Loans [Member] | ||||
Interest expense and amortization of debt issuance costs [Abstract] | ||||
Interest expense | 236 | 12 | 477 | 12 |
Novartis Note [Member] | ||||
Interest expense and amortization of debt issuance costs [Abstract] | ||||
Interest expense | 186 | 144 | 372 | 283 |
Other [Member] | ||||
Interest expense and amortization of debt issuance costs [Abstract] | ||||
Interest expense | $ 1 | $ 22 | $ 3 | $ 53 |
Common Stock Warrants - Summary
Common Stock Warrants - Summary of Common Stock Warrants Outstanding (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2019 | Dec. 31, 2018 | |
Class Of Warrant Or Right [Line Items] | ||
Warrant outstanding (in shares) | 28,489 | 23,644 |
Five Year Warrants Issued in February 2015 [Member] | Stockholders' Equity [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 [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 |
Five Year Warrants Issued in May 2018 [Member] | Stockholders' Equity [Member] | ||
Class Of Warrant Or Right [Line Items] | ||
Issuance Date | 2018-05 | |
Expiration Date | 2028-05 | |
Exercise price of warrants (in dollars per share) | $ 23.69 | |
Warrant outstanding (in shares) | 6,332 | 6,332 |
Five Year Warrants Issued in March 2019 [Member] | Stockholders' Equity [Member] | ||
Class Of Warrant Or Right [Line Items] | ||
Issuance Date | 2019-03 | |
Expiration Date | 2029-03 | |
Exercise price of warrants (in dollars per share) | $ 14.71 | |
Warrant outstanding (in shares) | 4,845 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | Jun. 30, 2019USD ($)FacilitySubtenant | Apr. 14, 2018USD ($)Facility | Nov. 21, 2017USD ($)Facility | Jan. 31, 2019USD ($)Facility | Oct. 31, 2018USD ($)Facility | Jun. 30, 2019USD ($)FacilitySubtenant | Jun. 30, 2018USD ($) | Jun. 30, 2019USD ($)FacilitySubtenant | Jun. 30, 2018USD ($) | Jan. 01, 2019Lease | Dec. 31, 2016Facility |
Commitments And Contingencies [Line Items] | |||||||||||
Estimate of milestone payments | $ 7,500,000 | $ 7,500,000 | $ 7,500,000 | ||||||||
Operating leases, number of leased facilities | Facility | 3 | 3 | 3 | 3 | |||||||
Number of operating leases right of use assets and lease liability recognized | Lease | 3 | ||||||||||
Rent expense recognized for operating leases | 600,000 | 1,200,000 | |||||||||
Variable lease payments | 400,000 | 1,000,000 | |||||||||
Operating leases, number of portions of leased facilities | Facility | 1 | 1 | 1 | 1 | |||||||
Operating leases, sublease commencement date | May 1, 2018 | Dec. 26, 2017 | Jan. 18, 2019 | Oct. 24, 2018 | |||||||
Operating leases sublease income plus reimbursement of operating expenses receivable | $ 1,100,000 | $ 5,100,000 | |||||||||
Operating leases sublease expiry date | 2023-04 | 2023-04 | 2023-04 | 2021-05 | |||||||
Sublease tenant improvement allowance | $ 65,000 | $ 800,000 | $ 91,000 | ||||||||
Operating leases sublease income receivable | 1,700,000 | $ 1,700,000 | |||||||||
Sublease Agreement Commenced on December 26, 2017 [Member] | |||||||||||
Commitments And Contingencies [Line Items] | |||||||||||
Sublease loss | 800,000 | ||||||||||
Sublease income | 400,000 | $ 400,000 | 700,000 | $ 700,000 | |||||||
Sublease Agreement Commenced on December 26, 2017 [Member] | Standby Letter of Credit [Member] | |||||||||||
Commitments And Contingencies [Line Items] | |||||||||||
Letter of credit amount | $ 1,000,000 | ||||||||||
Funds drawn from letter of credit | $ 0 | ||||||||||
Sublease Agreement Commenced on May 1,2018 [Member] | |||||||||||
Commitments And Contingencies [Line Items] | |||||||||||
Sublease income | 100,000 | 100,000 | 200,000 | $ 100,000 | |||||||
Sublease broker commissions | $ 89,000 | ||||||||||
Sublease Agreement Commenced on May 1,2018 [Member] | Restructuring Charges [Member] | |||||||||||
Commitments And Contingencies [Line Items] | |||||||||||
Sublease loss | $ 600,000 | ||||||||||
Sublease Agreement Commenced on October 24,2018 [Member] | |||||||||||
Commitments And Contingencies [Line Items] | |||||||||||
Sublease income | 200,000 | 300,000 | |||||||||
Sublease broker commissions | $ 137,000 | ||||||||||
Sublease Agreement Commenced on January 18, 2019 [Member] | |||||||||||
Commitments And Contingencies [Line Items] | |||||||||||
Sublease income | $ 100,000 | $ 300,000 | |||||||||
Sublease broker commissions | $ 53,000 | ||||||||||
Berkeley, California [Member] | |||||||||||
Commitments And Contingencies [Line Items] | |||||||||||
Operating leases, number of leased facilities | Facility | 2 | 2 | 2 | 2 | |||||||
Operating leases, number of subtenants | Subtenant | 4 | 4 | 4 | ||||||||
Emeryville, California [Member] | |||||||||||
Commitments And Contingencies [Line Items] | |||||||||||
Operating leases, number of leased facilities | Facility | 1 | 1 | 1 | ||||||||
Operating leases, description | The Emeryville lease contains both an option to early terminate the lease and an option to extend the lease for an additional term, however, the Company is not reasonably assured to exercise either option. | ||||||||||
Operating leases, option to extend, description | option to extend the lease | ||||||||||
Operating leases, option to extend | true | ||||||||||
Operating leases, option to terminate, description | option to early terminate the lease | ||||||||||
Operating leases, option to terminate | true | ||||||||||
Operating leases, expiry date | 2023-02 | ||||||||||
Maximum [Member] | Berkeley, California [Member] | |||||||||||
Commitments And Contingencies [Line Items] | |||||||||||
Operating leases, remaining lease term | 4 years | ||||||||||
Minimum [Member] | Berkeley, California [Member] | |||||||||||
Commitments And Contingencies [Line Items] | |||||||||||
Operating leases, remaining lease term | 2 years | ||||||||||
Royalty Purchase Agreement [Member] | Aronora [Member] | |||||||||||
Commitments And Contingencies [Line Items] | |||||||||||
Contingent consideration liability per product | $ 100,000 | $ 100,000 | $ 100,000 | ||||||||
Estimated fair value of contingent consideration | 3,000,000 | 3,000,000 | 3,000,000 | ||||||||
Royalty Purchase Agreement [Member] | Bioasis Technologies Inc [Member] | |||||||||||
Commitments And Contingencies [Line Items] | |||||||||||
Estimated fair value of contingent consideration | 100,000 | 100,000 | 100,000 | ||||||||
Royalty Purchase Agreement [Member] | Bioasis Technologies Inc [Member] | Maximum [Member] | |||||||||||
Commitments And Contingencies [Line Items] | |||||||||||
Contingent consideration liability | 3,000,000 | 3,000,000 | 3,000,000 | ||||||||
Royalty Purchase Agreement [Member] | Bioasis Technologies Inc [Member] | Contingent Consideration [Member] | |||||||||||
Commitments And Contingencies [Line Items] | |||||||||||
Estimated fair value of contingent consideration | $ 100,000 | $ 100,000 | $ 100,000 |
Commitments and Contingencies_2
Commitments and Contingencies - Maturity of Company's Operating Lease Liabilities (Details) $ in Thousands | Jun. 30, 2019USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2019 (excluding the six months ended June 30, 2019) | $ 1,321 |
2020 | 2,736 |
2021 | 2,268 |
2022 | 1,943 |
2023 | 620 |
Total undiscounted lease payments | 8,888 |
Present value adjustment | (785) |
Operating lease liabilities | $ 8,103 |
Commitments and Contingencies_3
Commitments and Contingencies - Future Undiscounted Lease Payments Under Operating Leases (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Estimated future minimum rent payments [Abstract] | |
2019 | $ 4,381 |
2020 | 3,923 |
2021 | 3,156 |
2022 | 2,611 |
2023 | 854 |
Total minimum lease payments | $ 14,925 |
Commitments and Contingencies_4
Commitments and Contingencies - Supplemental Disclosure for Statement of Cash Flows Related to Operating Leases (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Cash paid for amounts included in the measurement of lease liabilities | |
Operating cash flows under operating leases | $ 1,308 |
Commitments and Contingencies_5
Commitments and Contingencies - Summary of Additional Information Related to Operating Leases (Details) | Jun. 30, 2019 |
Weighted-average remaining lease term | |
Operating leases | 3 years 5 months 4 days |
Weighted-average discount rate | |
Operating leases | 5.51% |
Commitments and Contingencies_6
Commitments and Contingencies - Future Cash Flows to be Received from Subleases (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 | |
Estimated future minimum sublease income [Abstract] | |||
2019 (excluding the six months ended June 30, 2019) | $ 1,115 | ||
2020 | 2,280 | ||
2021 | 1,906 | ||
2022 | 1,644 | ||
2023 | 556 | ||
Total minimum lease payments | $ 7,501 | ||
Estimated future minimum sublease income [Abstract] | |||
2019 | [1] | $ 2,249 | |
2020 | [1] | 2,376 | |
2021 | [1] | 2,006 | |
2022 | [1] | 1,746 | |
2023 | [1] | 592 | |
Total minimum lease payments | [1] | $ 8,969 | |
[1] | Sublease income as of December 31, 2018 includes base lease payments and expected reimbursement of certain operating expenses under executed sublease agreements. |
Stock-based Compensation - Addi
Stock-based Compensation - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2017 | Jun. 30, 2019 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ 2,739,000 | $ 2,186,000 | |||
Number of shares, Unvested | 0 | 0 | |||
Stock Options [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Minimum age required for employees to qualify for immediate vesting of RSUs | 55 years | ||||
Threshold years required for retirement age | 70 years | ||||
Options exercised, aggregate intrinsic value | $ 200,000 | $ 900,000 | |||
Weighted-average grant-date fair value | $ 11.37 | $ 18.78 | |||
Unrecognized compensation expense related to stock options | $ 6,800,000 | $ 6,800,000 | |||
Weighted average period of unrecognized compensation expense expected to be recognized | 1 year 10 months 24 days | ||||
Options granted | 390,814 | ||||
Performance Shares [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Unrecognized compensation expense related to stock options | $ 100,000 | $ 100,000 | |||
Number of options outstanding, non-vested options | 41,250 | 41,250 | |||
Stock-based compensation expense | $ 56,000 | $ 100,000 | |||
Grant date fair value | $ 200,000 | $ 200,000 | |||
Restricted Stock Units (RSUs) [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Minimum age required for employees to qualify for immediate vesting of RSUs | 55 years | ||||
Threshold years required for retirement age | 70 years | ||||
Non Executive Employee [Member] | Minimum [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Vesting period | 3 years | ||||
Non Executive Employee [Member] | Maximum [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Vesting period | 4 years | ||||
Non Executive Employee [Member] | Restricted Stock Units (RSUs) [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Vesting period | 3 years | ||||
Directors [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Vesting period | 1 year | ||||
Directors [Member] | Restricted Stock Units (RSUs) [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Vesting period | 1 year | ||||
Executives [Member] | Performance Shares [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Options granted | 130,000 | ||||
Stock options cancelled | 50,000 | ||||
Executives [Member] | Service-Based Stock Options [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Options granted | 80,000 | ||||
2015 ESPP [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Percentage related to employees to purchase shares at the lower fair market value at offering period | 85.00% |
Stock-based Compensation - Weig
Stock-based Compensation - Weighted Average Assumptions (Details) - Stock Options [Member] | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Stock-based awards weighted average assumptions [Abstract] | ||||
Dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Expected volatility | 102.00% | 102.00% | 103.00% | 101.00% |
Risk-free interest rate | 2.21% | 2.98% | 2.51% | 2.71% |
Expected term | 5 years 7 months 6 days | 5 years 6 months 18 days | 5 years 7 months 6 days | 5 years 7 months 6 days |
Stock-based Compensation - Stoc
Stock-based Compensation - Stock Option Activity (Details) - Stock Options [Member] - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended |
Jun. 30, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of shares, Outstanding at beginning of year | 1,624,746 |
Number of shares, Granted | 390,814 |
Number of shares, Exercised | (25,861) |
Number of shares, Forfeited, expired or cancelled | (37,317) |
Number of shares, Outstanding at end of year | 1,952,382 |
Number of shares, Exercisable at end of period | 1,246,774 |
Weighted Average Exercise Price Per Share, Outstanding at January 1, 2019 | $ 23.09 |
Weighted Average Exercise Price Per Share, Granted | 14.38 |
Weighted Average Exercise Price Per Share, Exercised | 4.77 |
Weighted Average Exercise Price Per Share, Forfeited, expired or cancelled | 60.01 |
Weighted Average Exercise Price Per Share, Outstanding at March 31, 2019 | 20.88 |
Weighted Average Exercise Price Per Share, Exercisable at March 31, 2019 | $ 23.62 |
Weighted Average Remaining Contractual Term (in years), Outstanding at June 30, 2019 | 7 years 8 months 12 days |
Weighted Average Remaining Contractual Term (in years), Exercisable at June 30, 2019 | 7 years 1 month 6 days |
Aggregate Intrinsic Value, Outstanding at June 30, 2019 | $ 7,856 |
Aggregate Intrinsic Value, Exercisable at June 30, 2019 | $ 6,574 |
Stock-based Compensation - St_2
Stock-based Compensation - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | $ 1,011 | $ 770 | $ 2,739 | $ 2,186 |
Research and Development [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | 59 | 95 | 108 | 199 |
General and Administrative [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | $ 952 | $ 675 | $ 2,631 | $ 1,987 |
Capital Stock - Rights Offerrin
Capital Stock - Rights Offerring 2018 - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2018 | Feb. 28, 2017 | Mar. 31, 2018 | Jun. 30, 2019 | Nov. 19, 2018 | |
Class Of Warrant Or Right [Line Items] | |||||
Aggregate gross proceeds from issuance of common stock and preferred stock | $ 20 | ||||
Offering costs offset against proceeds sale of common stock and preferred stock | 0.3 | ||||
Net proceeds from issuance of common stock and preferred stock | $ 19.7 | ||||
Preferred stock, stated value | $ 0.05 | $ 0.05 | |||
BVF [Member] | |||||
Class Of Warrant Or Right [Line Items] | |||||
Ownership percentage on outstanding shares | 20.59% | ||||
Ownership percentage on outstanding shares | 53.74% | ||||
Series Y Preferred Stock [Member] | |||||
Class Of Warrant Or Right [Line Items] | |||||
Total number of shares issued | 1,252.772 | ||||
Series Y Convertible Preferred Stock [Member] | |||||
Class Of Warrant Or Right [Line Items] | |||||
Preferred stock, stated value | $ 13,000 | ||||
Conversion of preferred stock into registered common stock | 1,000 | ||||
Preferred stock conversion price per share | $ 13 | ||||
Total number of shares of common stock issuable upon conversion | 1,252,772 | ||||
Percentage of convertible preferred stock conversion blocker provision | 19.99% | ||||
Series X and Series Y Convertible Preferred Stock [Member] | |||||
Class Of Warrant Or Right [Line Items] | |||||
Conversion of preferred stock into registered common stock | 1,000 | ||||
Preferred shares converted | 0 | ||||
Common Stock [Member] | |||||
Class Of Warrant Or Right [Line Items] | |||||
Total number of shares issued | 285,689 | 1,200,000 | 68,000 | ||
Common Stock [Member] | Series X Preferred Stock [Member] | |||||
Class Of Warrant Or Right [Line Items] | |||||
Rights offering amount | $ 20 |
Capital Stock - Biotechnology V
Capital Stock - Biotechnology Value Fund Financing 2017 - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | ||
Dec. 31, 2018 | Feb. 28, 2017 | Mar. 31, 2018 | Jun. 30, 2019 | |
Class Of Warrant Or Right [Line Items] | ||||
Cash proceeds from issuance of common stock and convertible preferred stock | $ 19.7 | |||
Preferred stock, stated value | $ 0.05 | $ 0.05 | ||
BVF [Member] | ||||
Class Of Warrant Or Right [Line Items] | ||||
Cash proceeds from issuance of common stock and convertible preferred stock | $ 24.8 | |||
Series X Convertible Preferred Stock [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 | $ 4.03 | ||
Total number of shares of common stock issuable upon conversion | 5,003,000 | |||
Percentage of convertible preferred stock conversion blocker provision | 19.99% | |||
Fair value of common stock amount exceeded purchase price of convertible preferred stock | $ 5.6 | |||
Series X and Series Y Convertible Preferred Stock [Member] | ||||
Class Of Warrant Or Right [Line Items] | ||||
Conversion of preferred stock into registered common stock | 1,000 | |||
Series Y Convertible Preferred Stock [Member] | ||||
Class Of Warrant Or Right [Line Items] | ||||
Preferred stock, stated value | $ 13,000 | |||
Conversion of preferred stock into registered common stock | 1,000 | |||
Preferred stock conversion price per share | $ 13 | |||
Total number of shares of common stock issuable upon conversion | 1,252,772 | |||
Percentage of convertible preferred stock conversion blocker provision | 19.99% | |||
Common Stock [Member] | ||||
Class Of Warrant Or Right [Line Items] | ||||
Sale of shares | 285,689 | 1,200,000 | 68,000 | |
Common stock share price | $ 4.03 |
Capital Stock - ATM Agreements
Capital Stock - ATM Agreements - Additional Information (Details) - USD ($) | Dec. 18, 2018 | Dec. 31, 2018 | Feb. 28, 2017 | Jun. 30, 2019 | Mar. 31, 2018 | Jun. 30, 2019 |
Common Stock [Member] | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Sale of shares | 285,689 | 1,200,000 | 68,000 | |||
2018 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 | $ 30,000,000 | |||||
2018 ATM Agreement [Member] | Common Stock [Member] | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Sale of shares | 0 | 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Income Tax Disclosure [Abstract] | |
Provision for federal income tax | $ 0 |
Income tax benefit | $ 0 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - Rezolute [Member] - License Agreement and Common Stock Purchase Agreement [Member] - USD ($) $ in Millions | 1 Months Ended | 18 Months Ended | 21 Months Ended |
Jul. 31, 2019 | Dec. 31, 2020 | Sep. 30, 2020 | |
Forecast [Member] | |||
Subsequent Event [Line Items] | |||
Future cash payments upon closing of the qualified financing | $ 2.9 | $ 8.5 | |
Subsequent Events [Member] | |||
Subsequent Event [Line Items] | |||
Gross proceeds from preferred stock financing | $ 20 | ||
Percentage of net proceeds of each future financing upon closing of the qualified financing | 15.00% |