Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Feb. 28, 2017 | Jun. 30, 2016 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | VICL | ||
Entity Registrant Name | VICAL INC | ||
Entity Central Index Key | 819,050 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Common Stock, Shares Outstanding | 11,093,663 | ||
Entity Public Float | $ 36,468,133 |
Balance Sheets
Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 5,069 | $ 13,450 |
Marketable securities, available-for-sale | 30,552 | 23,258 |
Restricted cash | 3,311 | 3,246 |
Receivables and other assets | 8,935 | 4,544 |
Total current assets | 47,867 | 44,498 |
Long-term investments | 2,046 | 2,052 |
Property and equipment, net | 1,173 | 1,873 |
Intangible assets, net | 810 | 1,300 |
Other assets | 388 | 191 |
Total assets | 52,284 | 49,914 |
Current liabilities: | ||
Accounts payable and accrued expenses | 4,127 | 3,912 |
Deferred revenue | 3,018 | 250 |
Total current liabilities | 7,145 | 4,162 |
Long-term liabilities: | ||
Deferred rent | 0 | 359 |
Commitments and contingencies (Notes 6 and 7) | ||
Stockholders’ equity: | ||
Preferred stock, $0.01 par value, 5,000 shares authorized, none issued and outstanding | 0 | 0 |
Common stock, $0.01 par value, 160,000 shares authorized, 11,052 and 9,154 shares issued and outstanding at December 31, 2016 and 2015, respectively | 111 | 92 |
Additional paid-in capital | 458,881 | 450,166 |
Accumulated deficit | (413,878) | (404,905) |
Accumulated other comprehensive income | 25 | 40 |
Total stockholders’ equity | 45,139 | 45,393 |
Total liabilities and stockholders’ equity | $ 52,284 | $ 49,914 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 160,000,000 | 160,000,000 |
Common stock, shares issued | 11,052,000 | 9,154,000 |
Common stock, shares outstanding | 11,052,000 | 9,154,000 |
Statements of Operations
Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Revenues: | |||
Contract revenue | $ 12,804 | $ 18,860 | $ 13,304 |
License and royalty revenue | 1,727 | 2,090 | 1,913 |
Total revenues | 14,531 | 20,950 | 15,217 |
Operating expenses: | |||
Research and development | 10,355 | 11,061 | 11,467 |
Manufacturing and production | 6,291 | 10,927 | 10,824 |
General and administrative | 7,062 | 8,366 | 9,552 |
Total operating expenses | 23,708 | 30,354 | 31,843 |
Loss from operations | (9,177) | (9,404) | (16,626) |
Other income: | |||
Investment and other income, net | 204 | 166 | 134 |
Net loss | $ (8,973) | $ (9,238) | $ (16,492) |
Basic and diluted net loss per share | $ (0.90) | $ (1.01) | $ (1.86) |
Weighted average shares used in computing basic and diluted net loss per share | 10,019 | 9,175 | 8,879 |
Statements of Comprehensive Los
Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Net loss | $ (8,973) | $ (9,238) | $ (16,492) |
Unrealized (loss) gain on available-for-sale and long-term marketable securities: | |||
Unrealized (loss) gain arising during holding period, net of tax benefit of $0, $32 and $0 for years ended December 31, 2016, 2015 and 2014, respectively | (15) | 52 | (23) |
Other comprehensive (loss) gain | (15) | 52 | (23) |
Total comprehensive loss | $ (8,988) | $ (9,186) | $ (16,515) |
Statements of Comprehensive Lo6
Statements of Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Unrealized (loss) gain arising during holding period, tax benefit | $ 0 | $ 32 | $ 0 |
Statements of Stockholders' Equ
Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income/(loss) [Member] |
Beginning Balance at Dec. 31, 2013 | $ 61,412 | $ 87 | $ 440,489 | $ (379,175) | $ 11 |
Beginning Balance, shares at Dec. 31, 2013 | 8,678 | ||||
Net loss | (16,492) | (16,492) | |||
Other comprehensive income (loss) | (23) | (23) | |||
Issuance of common stock | 3,923 | $ 3 | 3,920 | ||
Issuance of common stock, shares | 329 | ||||
Issuance of common stock underlying restricted stock units net of shares withheld to settle withholding taxes | (57) | $ 1 | (58) | ||
Issuance of common stock underlying restricted stock units net of shares withheld to settle withholding taxes, shares | 26 | ||||
Non-cash compensation expense related to grant of equity based compensation | 3,159 | 3,159 | |||
Ending Balance at Dec. 31, 2014 | 51,922 | $ 91 | 447,510 | (395,667) | (12) |
Ending Balance, shares at Dec. 31, 2014 | 9,033 | ||||
Net loss | (9,238) | (9,238) | |||
Other comprehensive income (loss) | 52 | 52 | |||
Issuance of common stock | 775 | $ 1 | 774 | ||
Issuance of common stock, shares | 86 | ||||
Issuance of common stock underlying restricted stock units net of shares withheld to settle withholding taxes | (20) | (20) | |||
Issuance of common stock underlying restricted stock units net of shares withheld to settle withholding taxes, shares | 35 | ||||
Non-cash compensation expense related to grant of equity based compensation | 1,902 | 1,902 | |||
Ending Balance at Dec. 31, 2015 | $ 45,393 | $ 92 | 450,166 | (404,905) | 40 |
Ending Balance, shares at Dec. 31, 2015 | 9,154 | 9,154 | |||
Net loss | $ (8,973) | (8,973) | |||
Other comprehensive income (loss) | (15) | (15) | |||
Issuance of common stock | 7,753 | $ 18 | 7,735 | ||
Issuance of common stock, shares | 1,841 | ||||
Issuance of common stock underlying restricted stock units net of shares withheld to settle withholding taxes | (9) | $ 1 | (10) | ||
Issuance of common stock underlying restricted stock units net of shares withheld to settle withholding taxes, shares | 57 | ||||
Non-cash compensation expense related to grant of equity based compensation | 990 | 990 | |||
Ending Balance at Dec. 31, 2016 | $ 45,139 | $ 111 | $ 458,881 | $ (413,878) | $ 25 |
Ending Balance, shares at Dec. 31, 2016 | 11,052 | 11,052 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flows from operating activities: | |||
Net loss | $ (8,973) | $ (9,238) | $ (16,492) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 1,117 | 1,159 | 1,663 |
Write-off of abandoned patents and licensed technology | 374 | 230 | 350 |
Gain on sale of property and equipment | 0 | (1) | (15) |
Compensation expense related to stock options and awards | 990 | 1,902 | 3,159 |
Purchase of technology license with common stock | 0 | 775 | 0 |
Changes in operating assets and liabilities: | |||
Receivables and other assets | (4,588) | (178) | 412 |
Accounts payable and accrued expenses | 557 | (1,415) | 1,635 |
Deferred revenue | 2,768 | 250 | (150) |
Deferred rent | (633) | (432) | (368) |
Net cash used in operating activities | (8,388) | (6,948) | (9,806) |
Cash flows from investing activities: | |||
Maturities of marketable securities | 30,652 | 20,183 | 10,556 |
Purchases of marketable securities | (38,134) | (20,114) | (22,643) |
Purchases of property and equipment | (255) | (72) | (85) |
Proceeds from the sale of property and equipment | 0 | 3 | 15 |
Patent and licensed technology expenditures | 0 | (53) | (269) |
Net cash used in investing activities | (7,737) | (53) | (12,426) |
Cash flows from financing activities: | |||
Net proceeds from issuance of common stock | 7,758 | 3 | 3,925 |
Payment of withholding taxes for net settlement of restricted stock units | (14) | (23) | (59) |
Net cash provided by (used in) financing activities | 7,744 | (20) | 3,866 |
Net decrease in cash and cash equivalents | (8,381) | (7,021) | (18,366) |
Cash and cash equivalents at beginning of year | 13,450 | 20,471 | 38,837 |
Cash and cash equivalents at end of year | $ 5,069 | $ 13,450 | $ 20,471 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Organization and Summary of Significant Accounting Policies | 1. Organization and Summary of Significant Accounting Policies Organization and Business Activity Vical Incorporated, or the Company, a Delaware corporation, was incorporated in April 1987 and has devoted substantially all of its resources since that time to its research and development programs. The Company researches and develops biopharmaceutical products, including those based on its patented DNA delivery technologies for the prevention and treatment of serious or life-threatening diseases. All of the Company’s potential products are in research and development phases. No revenues have been generated from the sale of any such products, nor are any such revenues expected for at least the next several years. The Company earns revenue from research and development agreements with pharmaceutical collaborators and from contract manufacturing agreements. Most of the Company’s product candidates will require significant additional research and development efforts, including extensive preclinical and clinical testing. All product candidates that advance to clinical testing will require regulatory approval prior to commercial use, and will require significant costs for commercialization. There can be no assurance that the Company’s research and development efforts, or those of its collaborators, will be successful. The Company expects to continue to incur substantial losses and not generate positive cash flows from operations for at least the next several years. No assurance can be given that the Company can generate sufficient product revenue to become profitable or generate positive cash flows from operations. Basis of Presentation These financial statements are prepared in conformity with accounting principles generally accepted in the United States of America. On May 25, 2016, the Company amended its certificate of incorporation to effect a one-for-ten (1:10) reverse stock split. This reverse stock split became effective as of the close of business on May 26, 2016. The reverse stock split had no effect on the par value of its common stock and did not reduce the number of authorized shares of common stock but reduced the number of outstanding shares of common stock by the one-for-ten ratio. Accordingly, the outstanding shares, stock award disclosures, net loss per share, and other per share disclosures for all periods presented have been retrospectively adjusted to reflect the impact of this reverse stock split. The reverse stock split resulted in a proportionate adjustment to the per share exercise price and the number of shares of common stock issuable upon the exercise of outstanding stock options, the number of shares of common stock issuable upon the vesting of restricted stock units, or RSUs, and the number of shares of common stock eligible for issuance under the Company’s stock incentive plan. No fractional shares were issued in connection with the reverse stock split. Each stockholder’s percentage ownership and proportional voting power generally remained unchanged as a result of the reverse stock split. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make informed estimates and assumptions that affect the amounts reported in the financial statements and disclosures made in the accompanying notes. Actual results could differ materially from those estimates. Cash, Cash Equivalents and Marketable Securities Cash and cash equivalents consist of cash and highly liquid securities with original maturities at the date of acquisition of ninety days or less and can be liquidated without prior notice or penalty. Investments with an original maturity of more than ninety days are considered marketable securities and have been classified by management as available-for-sale. These investments are classified as current assets, even though the stated maturity date may be one year or more beyond the current balance sheet date which reflects management’s intention to use the proceeds from sales of these securities to fund its operations, as necessary. Such investments are carried at fair value, with unrealized gains and losses included as a separate component of stockholders’ equity. Realized gains and losses from the sale of available-for-sale securities or the amounts, net of tax, reclassified out of accumulated other comprehensive income (loss), if any, are determined on a specific identification basis. Restricted Cash The Company is required to maintain a letter of credit securing an amount equal to twelve months of the current monthly installment of base rent for the original term of the lease for its facilities, which ends on August 31, 2017. At December 31, 2016 and 2015, restricted cash of $3.3 million and $3.2 million, respectively, was pledged as collateral for the letter of credit. In July 2016, the term of the lease was extended for 16 months through December 2018. During the extended term the Company is required to maintain a letter of credit securing an amount equal to $0.2 million. Concentrations of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash equivalents, marketable securities and receivables. The Company invests its excess cash in debt instruments of financial institutions and of corporations with above average credit ratings, in U.S. government obligations, and in money market funds and certificates of deposits at financial institutions. Property and Equipment Property and equipment is recorded at cost and depreciation is computed using the straight-line method over the estimated useful lives of the assets. Assets acquired pursuant to capital lease arrangements and leasehold improvements are amortized using the straight-line method over the shorter of the life of the remaining lease term or the remaining useful life of the asset. Manufacturing equipment has estimated useful lives of 5 to 10 years. All other property and equipment have estimated useful lives of 3 to 5 years. Maintenance and repairs of property and equipment are expensed as incurred. Intangible Assets Intangible assets include certain costs related to patent applications. The Company capitalizes license fees paid to acquire access to proprietary technology if the technology is expected to have alternative future use in multiple research and development projects. The cost of licensed technology rights is amortized using the straight-line method over the estimated useful life of the technology. Certain costs related to patent applications are amortized over the estimated economic lives of the patents, which is generally 20 years and typically commences at the time the patent application is filed. As of December 31, 2016, the weighted average amortization period of capitalized patent costs is approximately 8 years. Amortization expense for licensed technology and capitalized patent cost is included in research and development expenses. Impairment of Long-lived Assets The Company reviews long-lived assets for impairment at least annually, quarterly for intangible assets, and whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Should an impairment exist, the impairment loss would be measured based on the excess of the carrying amount of the asset over the asset’s estimated fair value and the loss recognized in current earnings. The Company recognized research and development expense of approximately $0.4 million, $0.2 million and $0.4 million for the years ended December 31, 2016, 2015 and 2014, respectively, related to patents for which the value was deemed to be impaired. Revenue Recognition Revenue is recognized when the four basic criteria of revenue recognition are met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services rendered; (3) the fee is fixed or determinable; and (4) collectability is reasonably assured. Certain of the Company’s revenue is generated through manufacturing contracts and stand-alone license agreements. Contract Manufacturing Revenue Revenue associated with contract manufacturing services is recognized once the service has been rendered and/or upon shipment (or passage of title) of the product to the customer. On occasion, the Company recognizes revenue on a “bill-and-hold” basis. Revenue is recognized for such “bill-and-hold” arrangements in accordance with the authoritative guidance, which requires, among other things, the existence of a valid business purpose for the arrangement, that the “bill-and-hold” arrangement is at the request of the customer, that title and risk of ownership pass to the customer, that the product is complete and ready for shipment, a fixed delivery date that is reasonable and consistent with the customer’s business practices, that the product has been separated from the Company’s inventory, and that no further performance obligations by the Company exist. Multiple-element arrangements The Company has entered into multiple-element arrangements. In order to account for the multiple-element arrangements, the Company identifies the deliverables included within the agreement and evaluates which deliverables represent separate units of accounting. Analyzing the arrangement to identify deliverables requires the use of judgment, and each deliverable may be an obligation to deliver services, a right or license to use an asset, or another performance obligation. The delivered item(s) must have value to the customer on a standalone basis and, if the arrangement includes a general right of return relative to the delivered item, delivery or performance of the undelivered item(s) is considered probable and substantially in the Company’s control. A delivered item is considered a separate unit of accounting when the delivered item has value to the partner on a standalone basis based on the consideration of the relevant facts and circumstances for each arrangement. Factors considered in this determination include the research capabilities of the partner and the availability of research expertise in this field in the general marketplace. Arrangement consideration is allocated at the inception of the agreement to all identified units of accounting based on their relative selling price. The relative selling price for each deliverable is determined using vendor specific objective evidence, or VSOE, of selling price or third-party evidence of selling price if VSOE does not exist. If neither VSOE nor third-party evidence of selling price exists, the Company uses its best estimate of the selling price for the deliverable. The amount of allocable arrangement consideration is limited to amounts that are fixed or determinable. The consideration received is allocated among the separate units of accounting, and the applicable revenue recognition criteria are applied to each of the separate units. Changes in the allocation of the sales price between delivered and undelivered elements can impact revenue recognition but do not change the total revenue recognized under any agreement. If facts and circumstances dictate that the license has standalone value from the undelivered items, which generally include research and development services and the manufacture of drug products, the license is identified as a separate unit of accounting and the amounts allocated to the license are recognized upon the delivery of the license, assuming the other revenue recognition criteria have been met. However, if the amounts allocated to the license through the relative selling price allocation exceed the upfront license fee, the amount recognized upon the delivery of the license is limited to the upfront fee received. If facts and circumstances dictate that the license does not have standalone value, the transaction price, including any upfront license fee payments received, are allocated to the identified separate units of accounting and recognized as those items are delivered. The terms of the Company’s partnership agreements provide for milestone payments upon achievement of certain regulatory and commercial events. Under the Milestone Method, the Company recognizes consideration that is contingent upon the achievement of a milestone in its entirety as revenue in the period in which the milestone is achieved only if the milestone is substantive in its entirety. A milestone is considered substantive when it meets all of the following three criteria: 1) The consideration is commensurate with either the entity’s performance to achieve the milestone or the enhancement of the value of the delivered item(s) as a result of a specific outcome resulting from the entity’s performance to achieve the milestone, 2) The consideration relates solely to past performance, and 3) The consideration is reasonable relative to all of the deliverables and payment terms within the arrangement. A milestone is defined as an event (i) that can only be achieved based in whole or in part on either the entity’s performance or on the occurrence of a specific outcome resulting from the entity’s performance, (ii) for which there is substantive uncertainty at the date the arrangement is entered into that the event will be achieved and (iii) that would result in additional payments being due to the Company. Contract Services, Grant and Royalty Revenue The Company recognizes revenues from contract services and federal government research grants during the period in which the related expenditures are incurred and related payments for those services are received or collection is reasonably assured. Royalties to be received based on sales of licensed products by the Company’s partners incorporating the Company’s licensed technology are recognized when received. Research and Development Costs Research and development costs are expensed as incurred. Research and development costs include salaries and personnel-related costs, supplies and materials, outside services, costs of conducting preclinical and clinical trials, facilities costs and amortization of intangible assets. The Company accounts for its clinical trial costs by estimating the total cost to treat a patient in each clinical trial, and accruing this total cost for the patient over the estimated treatment period, which corresponds with the period over which the services are performed, beginning when the patient enrolls in the clinical trial. This estimated cost includes payments to the site conducting the trial, and patient-related lab and other costs related to the conduct of the trial. Cost per patient varies based on the type of clinical trial, the site of the clinical trial, the method of administration of the treatment, and the number of treatments that a patient receives. Treatment periods vary depending on the clinical trial. The Company makes revisions to the clinical trial cost estimates in the current period, as clinical trials progress. Manufacturing and Production Costs Manufacturing and production costs include expenses related to manufacturing contracts and expenses for the production of plasmid DNA for use in the Company’s research and development efforts. Manufacturing expenses related to manufacturing contracts are deferred and expensed when the related revenue is recognized. Deferred contract costs at December 31, 2016 and 2015 were $5.5 million and $0.1 million, respectively. Production expenses related to the Company’s research and development efforts are expensed as incurred. Net Loss Per Share Basic and diluted net loss per share has been computed using the weighted-average number of shares of common stock outstanding during the period. The weighted-average number of shares used to compute diluted loss per share excludes any assumed exercise of stock options, and the assumed issuance of common stock under RSUs, as the effect would be antidilutive. Common stock equivalents of 7,350, 33,720 and 46,267 for the years ended December 31, 2016, 2015 and 2014, respectively, were excluded from the calculation because of their antidilutive effect. Fair Value of Financial Instruments The carrying amounts of cash, cash equivalents, restricted cash, marketable securities, receivables, accounts payable and accrued expenses at December 31, 2016 and 2015, are considered to approximate fair value because of the short term nature of those items. Income Taxes The impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. There were no unrecognized tax benefits recorded by the Company as of the date of adoption in 2007. There are no unrecognized tax benefits included in the balance sheets that would, if recognized, affect the effective tax rate. Deferred income taxes result primarily from temporary differences between financial and tax reporting. Deferred tax assets and liabilities are determined based on the difference between the financial statement bases and the tax bases of assets and liabilities using enacted tax rates. A valuation allowance is established to reduce a deferred tax asset to the amount that is expected more likely than not to be realized. Comprehensive Loss Comprehensive loss consists of net loss and certain changes in equity that are excluded from net loss. Comprehensive loss for the years ended December 31, 2016, 2015 and 2014, has been reflected in the accompanying Statements of Comprehensive Loss. Accumulated other comprehensive income (loss), which is included in stockholders’ equity, represents unrealized gains and losses on marketable securities. Business Segments The Company operates in one business segment, which is within the United States, and is dedicated to research and development of DNA delivery technology. Stock-Based Compensation The Company records its compensation expense associated with stock options and other forms of equity compensation based on their fair value at the date of grant using the Black-Scholes-Merton option pricing model. Stock-based compensation includes amortization related to stock option awards based on the estimated grant date fair value. Stock-based compensation expense related to stock options includes an estimate for forfeitures and the portion that is ultimately expected to vest is recognized ratably over the vesting period of the option. In addition, the Company records expense related to RSUs granted based on the fair value of those awards on the grant date. The fair value related to the RSUs is amortized to expense over the vesting term of those awards. Stock-based compensation expense related to RSUs includes an estimate for forfeitures and the portion expected to vest is recognized ratably over the requisite service period. The expected forfeiture rate of all equity based compensation is based on observed historical patterns of the Company’s employees and is estimated to be 8.75% annually for each of the years ended December 31, 2016, 2015 and 2014. The fair value of each option award is estimated on the date of grant using the Black-Scholes-Merton valuation model using the assumptions noted in the following table. The expected life of options is based on the Company’s observed historical exercise patterns. The expected volatility of stock options is based upon the historical volatility of the Company’s stock commensurate with the expected life of the option. The risk-free interest rate is based on the implied yield on a U.S. Treasury zero-coupon issue with a remaining term equal to the expected term of the option. The dividend yield reflects that the Company has not paid any cash dividends since inception and does not intend to pay any cash dividends in the foreseeable future. Year Ended December 31, 2016 2015 2014 Assumptions: Assumed risk-free interest rate 1.44% 1.34% 1.63% Assumed volatility 72% 68% 73% Average expected option life 4.5 years 4.5 years 4.5 years Expected dividend yield — — — Recent Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers” which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The guidance outlines a five-step process for revenue recognition that focuses on transfer of control, as opposed to transfer of risk and rewards, and also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenues and cash flows from contracts with customers. Major provisions include determining which goods and services are distinct and require separate accounting (performance obligations), how variable consideration (which may include change orders and claims) is recognized, whether revenue should be recognized at a point in time or over time and ensuring the time value of money is considered in the transaction price. The guidance allows for either full retrospective or modified retrospective adoption and will become effective for the Company in the first quarter of 2018. In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements—Going Concern.” In connection with preparing financial statements for each annual and interim reporting period, ASU 2014-15 requires management to assess an entity’s ability to continue as a going concern and to provide related footnote disclosure in certain circumstances. ASU 2014-15 is effective for annual reporting periods ending after December 15, 2016 and interim periods thereafter. Early application is permitted. The adoption of this guidance had no impact on the Company’s financial statements and related disclosures. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842).” The new standard requires a lessee to record on the balance sheet the assets and liabilities for the rights and obligations created by leases with lease terms of more than 12 months and will require both lessees and lessors to disclose certain key information about lease transactions. The standard will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is evaluating the effect that the adoption of the new guidance will have on its financial statements. In March 2016, the FASB issued ASU 2016-09, “Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.” The amended guidance simplifies the accounting for share-based payment transactions. The amended guidance is effective for annual periods beginning after December 15, 2016, with early adoption permitted. The Company is evaluating the effect that the adoption of this new guidance will have on its financial statements. |
Short-Term Marketable Securitie
Short-Term Marketable Securities | 12 Months Ended |
Dec. 31, 2016 | |
Investments Debt And Equity Securities [Abstract] | |
Short-Term Marketable Securities | 2. Short-Term Marketable Securities The following is a summary of short-term marketable securities classified as available-for-sale (in thousands): December 31, 2016 Amortized Cost Unrealized Gain Unrealized Loss Market Value U.S. treasuries $ 23,295 $ — $ 18 $ 23,277 Certificates of deposit 7,275 — — 7,275 $ 30,570 $ — $ 18 $ 30,552 December 31, 2015 Amortized Cost Unrealized Gain Unrealized Loss Market Value U.S. treasuries $ 7,027 $ — $ 8 $ 7,019 Corporate bonds 1,000 — — 1,000 Certificates of deposit 15,239 — — 15,239 $ 23,266 $ — $ 8 $ 23,258 At December 31, 2016, none of these securities were scheduled to mature outside of one year. There were no net realized gains (losses) on sales of available-for-sale securities for the years ended December 31, 2016, 2015 and 2014. None of these investments have been in a continuous unrealized loss position for more than 12 months as of December 31, 2016 and 2015. |
Long-Term Investments
Long-Term Investments | 12 Months Ended |
Dec. 31, 2016 | |
Investments All Other Investments [Abstract] | |
Long-Term Investments | 3. Long-Term Investments As of December 31, 2016, the Company held an auction rate security with a par value of $2.5 million. This auction rate security has not experienced a successful auction since the liquidity issues experienced in the global credit and capital markets in 2008. As a result the security is classified as a long-term investment as it is scheduled to mature in 2038. The security was rated A- by Standard and Poor’s as of December 31, 2016. The security continues to pay interest according to its stated terms. The valuation of the Company’s auction rate security is subject to uncertainties that are difficult to predict. The fair value of the security is estimated utilizing a discounted cash flow analysis. The key drivers of the valuation model include the expected term, collateral underlying the security investment, the creditworthiness of the counterparty, the timing of expected future cash flows, discount rates, liquidity and the expected holding period. The security was also compared, when possible, to other observable market data for securities with similar characteristics. As of December 31, 2016, the inputs used in the Company’s discounted cash flow analysis assumed an interest rate of 1.64%, an estimated redemption period of five years and a discount rate of 1.0%. Based on the valuation of the security, the Company has recognized cumulative losses of $0.5 million as of December 31, 2016, none of which were realized during the year ended December 31, 2016. The losses, when recognized, are included in investment and other income. The market value of the security has partially recovered. Included in other comprehensive (loss) income are unrealized (losses) gains of $(6,000), $48,000 and $(9,000) for the years ended December 31, 2016, 2015 and 2014, respectively. As of December 31, 2016, the Company had recorded cumulative unrealized gains of $0.2 million. The resulting carrying value of the auction rate security at December 31, 2016, was $2.0 million. Any future decline in market value may result in additional losses being recognized. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 4. Fair Value Measurements The Company measures fair value as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. Fair value measurements are based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: • Level 1: Observable inputs such as quoted prices in active markets; • Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and • Level 3: Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions. Cash equivalents, marketable securities and long-term investments measured at fair value are classified in the table below in one of the three categories described above (in thousands): Fair Value Measurements December 31, 2016 Level 1 Level 2 Level 3 Total Certificates of deposit $ 7,275 $ — $ — $ 7,275 Money market funds 1,171 — — 1,171 U.S. treasuries 23,277 — — 23,277 Auction rate securities — — 2,046 2,046 $ 31,723 $ — $ 2,046 $ 33,769 Fair Value Measurements December 31, 2015 Level 1 Level 2 Level 3 Total Certificates of deposit $ 15,239 $ — $ — $ 15,239 U.S. treasuries 7,019 — — 7,019 Corporate bonds — 1,000 — 1,000 Auction rate securities — — 2,052 2,052 $ 22,258 $ 1,000 $ 2,052 $ 25,310 The Company’s investments in U.S. treasury securities, certificates of deposit and money market funds are valued based on publicly available quoted market prices for identical securities as of December 31, 2016. The Company determines the fair value of other government-sponsored enterprise related securities with the aid of valuations provided by third parties using proprietary valuation models and analytical tools. These valuation models and analytical tools use market pricing or similar instruments that are both objective and publicly available, including matrix pricing or reported trades, benchmark yields, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids and/or offers. The Company validates the valuations received from its primary pricing vendors for its level 2 securities by examining the inputs used in that vendor’s pricing process and determines whether they are reasonable and observable. The Company also compares those valuations to recent reported trades for those securities. The Company did not adjust any of the valuations received from these third parties with respect to any of its level 2 securities at December 31, 2016. The valuation of the Company’s investment in auction rate securities is more fully described in Note 3. Activity for assets measured at fair value using significant unobservable inputs (Level 3) is presented in the table below (in thousands): Balance at December 31, 2015 $ 2,052 Total net realized gains included in earnings — Total net unrealized loss included in other comprehensive income (6 ) Net transfers in and/out of Level 3 — Balance at December 31, 2016 $ 2,046 Amount of total losses for the period included in net loss attributable to the change in unrealized gains or losses relating to assets still held at December 31, 2016 $ — Total cumulative unrealized losses of $0.5 million relate to Level 3 assets still held as of December 31, 2016, none of which were recognized during the years ended December 31, 2016, 2015 and 2014. The losses, when recognized, are included in investment and other income. |
Other Balance Sheet Accounts
Other Balance Sheet Accounts | 12 Months Ended |
Dec. 31, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Other Balance Sheet Accounts | 5. Other Balance Sheet Accounts Property and equipment consisted of the following at December 31 (in thousands): 2016 2015 Equipment $ 17,043 $ 17,425 Leasehold improvements 8,144 8,048 25,187 25,473 Less accumulated depreciation and amortization (24,014 ) (23,600 ) $ 1,173 $ 1,873 Depreciation and amortization of equipment and leasehold improvements for the years ended December 31, 2016, 2015 and 2014, was $0.9 million, $0.9 million and $1.4 million, respectively. Intangible assets consisted of the following at December 31 (in thousands): 2016 2015 Patent application costs $ 1,500 $ 2,252 Accumulated amortization patent costs (690 ) (952 ) $ 810 $ 1,300 Amortization of licensed technology rights and patent application costs for the years ended December 31, 2016, 2015 and 2014, was $0.1 million, $0.2 million and $0.2 million, respectively. Estimated annual amortization for these assets is $0.1 million for each of the years in the period from 2017 to 2021, and $0.3 million being recognized thereafter. Accounts payable and accrued expenses consisted of the following at December 31 (in thousands): 2016 2015 Employee compensation $ 2,518 $ 2,220 Clinical trial accruals 446 102 Accounts payable 326 733 Deferred rent 223 496 Other accrued liabilities 614 361 $ 4,127 $ 3,912 |
Significant Contract, License a
Significant Contract, License and Royalty Agreements | 12 Months Ended |
Dec. 31, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Significant Contract, License and Royalty Agreements | 6. Significant Contract, License and Royalty Agreements Contracts IPPOX In April 2015, the Company entered into a $4.1 million contract with the IPPOX Foundation to manufacture HIV-antigen plasmid DNA as a component of vaccine regimens to be evaluated in clinical trials for the prevention of HIV infection. IPPOX is a Swiss non-profit foundation that participates in the conduct of HIV vaccine clinical trials under the auspices of the Pox-Protein Public-Private Partnership, or P5, funded by the Astellas In July 2011, the Company entered into license agreements with Astellas, granting Astellas exclusive, worldwide, royalty-bearing licenses under certain of the Company’s know-how and intellectual property to develop and commercialize certain products containing plasmids encoding certain forms of glycoprotein B and/or phosphoprotein 65, including ASP0113 but excluding CyMVectin™. Under the agreements, Astellas is responsible for the worldwide development and commercialization of products in the licensed field, at its expense, and has agreed to use commercially reasonable efforts to develop, obtain regulatory approval for and commercialize at least one licensed product for use in certain immunocompromised patients in the licensed field in the United States and certain other major markets. Under the terms of the license agreements, Astellas paid a nonrefundable upfront license fee of $25.0 million. In 2012, the Company received a $10.0 million milestone payment upon finalization of the trial design for a Phase 3 registration trial of ASP0113 in hematopoietic stem cell transplant recipients. The Company is also entitled to receive additional cash payments potentially totaling $65.0 million for achievement of certain milestones through commercial launch and to receive double-digit royalties on net sales of products. In addition, the Company has an option to co-promote ASP0113 in the United States. Under the terms of a supply and services agreement entered into by the Company and Astellas on the same date, the Company agreed to perform certain development and regulatory activities, at Astellas’ expense, and to supply licensed products to Astellas, at Astellas’ expense, for use in development and initial commercialization activities in the licensed field. In August 2012, the Company amended its license and supply agreements with Astellas to, among other things, extend the time period that the Company is obligated to supply licensed products for commercial use to Astellas, at Astellas’ expense, modify the allocation of $65.0 million of milestone payments among certain milestones through commercial launch and modify the structure of the royalties on net sales from a fixed double digit royalty to tiered double digit royalties. The Company identified the deliverables at the inception of the agreements. The Company has determined that the license and related know-how, the development and regulatory services and the drug product supply individually represent separate units of accounting, because each deliverable has standalone value. The best estimated selling prices for these units of accounting was determined based on market conditions, the terms of comparable collaborative arrangements for similar technology in the pharmaceutical and biotechnology industry and entity-specific factors, such as the terms of the Company’s previous collaborative agreements, the Company’s pricing practices and pricing objectives and the nature of the research and development services to be performed for the partner. The arrangement consideration was allocated to the deliverables based on the relative selling price method. The amount of allocable arrangement consideration is limited to amounts that are fixed or determinable; therefore, the amount allocated to the licenses was limited to the extent of cash received. As a result, during the years ended December 31, 2016, 2015 and 2014, the Company recognized $1.5 million, $1.8 million and $1.6 million, respectively, related to the license fee and know-how. The Company will recognize the amounts allocated to research and development services as revenues under the agreements as the related services are delivered and as reimbursements are received. During the years ended December 31, 2016, 2015 and 2014, the Company recognized $10.1 million, $8.7 million and $7.8 million, respectively, of revenue related to contract services delivered. The Company will recognize as revenue the amounts allocated to the sales of drug product when the sale of that drug product has met all required specifications and the related title and risk of loss and damages have passed to Astellas. During the years ended December 31, 2016, 2015 and 2014, the Company recognized $2.4 million, $6.0 million and $5.5 million, respectively, of revenue related to drug product delivered. The Company is eligible to receive additional cash payments upon the achievement of specified regulatory and commercial milestones. The Company has determined that each of the regulatory and commercial milestones meets the definition of a milestone and that each milestone is substantive in accordance with the milestone method of revenue recognition. Accordingly, the Company expects to recognize such regulatory and commercial milestone payments as revenues under the agreements upon achievement of each milestone. In-licensing Agreements Astellas In March 2015, the Company entered into a license agreement with Astellas which grants to the Company exclusive worldwide license to develop and commercialize a novel antifungal, VL-2397. As consideration for the rights under the license, the Company issued 86,121 shares of our common stock to Astellas and made an up-front payment of $250,000 in cash. The License Agreement provides for potential development, regulatory and sales milestone payments totaling up to $99.0 million, the vast majority of which are payable upon achievement of commercial and sales milestones, and single-digit royalties on net sales of commercial products. The Company is responsible for the worldwide development, manufacturing and commercialization of licensed products, at the Company’s cost, and we are required to use commercially reasonable efforts with respect to such development and commercialization activities. The license agreement, unless terminated earlier, will continue until expiration of Vical’s royalty obligations with respect to licensed products. Either party may terminate the license agreement earlier if the other party materially breaches the agreement and does not cure the breach within a specified notice period, or upon the other party’s insolvency. Astellas may terminate the license agreement earlier if Vical or any of its affiliates or sublicensees oppose or challenge any of the licensed patents. Vical may terminate the license agreement on a country-by-country basis for reasonable scientific, regulatory, commercial, financial, ethical or other reasons. City of Hope In 2003, the Company licensed from the City of Hope on an exclusive basis various U.S. patents that provide protection for CMV-related polynucleotide based vaccines, including TransVax TM TM CytRx In 2001, the Company entered into an exclusive agreement with CytRx which grants to the Company the rights to use or sublicense CytRx’s poloxamer technology to enhance viral or non-viral delivery of polynucleotides in all preventive and therapeutic human and animal health applications, including CMV. The agreement excludes applications for four infectious disease vaccine targets that had been licensed to Merck and prostate-specific membrane antigen. In addition, the agreement permits the Company’s use of CytRx’s technology to enhance the delivery of proteins in prime-boost vaccine applications that involve the use of polynucleotides. As part of the agreement, the Company made a $3.8 million up-front payment and agreed to make potential future milestone and royalty payments. The license fee is fully amortized as of December 31, 2013. The Company paid CytRx $0.1 million under the agreement for each of the years ended December 31, 2016, 2015 and 2014. Milestone Payments The Company may be required to make future payments to its licensors based on the achievement of milestones set forth in various in-licensing agreements. In most cases, these milestone payments are based on the achievement of development or regulatory milestones, including the exercise of options to obtain licenses related to specific disease targets, commencement of various phases of clinical trials, filing of product license applications, approval of product licenses from the FDA or a foreign regulatory agency, and the first commercial sale of a related product. Payment for the achievement of milestones under the Company’s in-license agreements is highly speculative and subject to a number of contingencies. The aggregate amount of additional milestone payments that the Company could be required to pay under its active in-license agreements in place at December 31, 2016, is approximately $106.0 million. These amounts assume that all remaining milestones associated with the milestone payments are met. In the event that product license approval for any of the related products is obtained, the Company may be required to make royalty payments in addition to these milestone payments. Although the Company believes that some of the milestones contained in its in-license agreements may be achieved, it is highly unlikely that a significant number of them will be achieved. Because the milestones are contingent the Company is not in a position to reasonably estimate how much, if any, of the potential milestone payments will ultimately be paid. Additionally, under the in-license agreements, many of the milestone events are related to progress in clinical trials which the Company estimates will take several years to achieve. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 7. Commitments and Contingencies Facility Leases The Company is currently leasing its facility which has approximately 68,400 square feet of manufacturing, research laboratory and office space. In July 2016, the term of the lease was extended for 16 months through December 2018. The Company has the option to renew the lease for three additional five-year periods beyond its expiration. The lease related to the facility is treated as an operating lease. The minimum annual rent on the facility is subject to increases specified in the lease. The Company is also required to pay taxes, insurance and operating costs under the facility lease. The Company recognizes level monthly rent for its facility lease over the entire lease period. The monthly rent is calculated by adding the total rent payments over the entire lease period and then dividing the result by the total term of the lease. The $0.2 million difference between the base rent paid and the rent expensed through December 31, 2016 is recorded as deferred rent in the balance sheet. Rent expense for the years ended December 31, 2016, 2015 and 2014 was $2.6 million, $2.8 million, and $2.8 million, respectively. At December 31, 2016, future minimum rental payments due under the Company’s facilities lease were as follows (in thousands): Year ending December 31, 2017 $ 3,377 2018 2,835 2019 — 2020 — 2021 — Thereafter — Total lease payments $ 6,212 Other Contingencies In late October and early November 2013, following the Company’s announcement of the results of its Phase 3 trial of Allovectin ® ® In the ordinary course of business, the Company may become a party to additional lawsuits involving various matters. The Company is unaware of any such lawsuits presently pending against it which, individually or in the aggregate, are deemed to be material to the Company’s financial condition or results of operations. The Company prosecutes its intellectual property vigorously to obtain the broadest valid scope for its patents. Due to uncertainty of the ultimate outcome of these matters, the impact on future operating results or the Company’s financial condition is not subject to reasonable estimates. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Stockholders' Equity | 8. Stockholders’ Equity As of the date of this filing the Company has on file a shelf registration statement that allows it to raise up to an additional $100.0 million from the sale of common stock, preferred stock, debt securities and/or warrants. Specific terms of any offering under the shelf registration statements and the securities involved would be established at the time of sale. In October 2016, the Company entered into an At-The-Market Issuance Sales Agreement, or the ATM Agreement, with IFS Securities, Inc. (doing business as Brinson Patrick, a division of IFS Securities, Inc.), or BP, under which the Company may issue and sell up to $10.0 million of shares of its common stock from time to time. Under the ATM Agreement, the Company may deliver placement notices that will set the parameters for the sale of shares, including the number of shares to be issued, the time period during which sales are requested to be made, any limitation on the number of shares that may be sold in any one trading day and any minimum price below which sales may not be made. Subject to the terms and conditions of the ATM Agreement, BP may sell the shares only by methods deemed to be an “at the market” offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, including without limitation sales made directly through the Nasdaq Capital Market, on any other existing trading market for our common stock or to or through a market maker. BP will use commercially reasonable efforts consistent with its normal trading and sales practices to sell the shares in accordance with the terms of the ATM Agreement and any applicable placement notice. The ATM Agreement may be terminated by the Company upon prior notice to BP or by BP upon prior notice to us, or at any time under certain circumstances, including but not limited to the occurrence of a material adverse effect on the Company. The Company has no obligation to sell any shares under the ATM Agreement, and both the Company and BP may at any time suspend the sale of shares under the ATM Agreement. To date the Company has not sold any shares of its common stock under the ATM Agreement. On August 1, 2016, the Company entered into a stock purchase agreement with AnGes MG, Inc., or AnGes, an existing stockholder, to purchase 1,841,420 shares of the Company’s common stock in a private placement. The shares were sold at a price of $4.24 per share. Gross proceeds totaled approximately $7.8 million. The private placement closed on August 2, 2016. The shares are subject to a two-year lock-up period during which they may not be sold and AnGes has agreed to not increase its ownership position beyond 19.9% and to refrain from taking certain other actions with respect to the Company’s stock, subject to certain conditions. AnGes is entitled to have a representative attend meetings of the Company’s Board of Directors in a non-voting capacity and may in the future be entitled to have a representative appointed to the Company’s Board of Directors, subject to certain conditions. AnGes has also agreed to vote its shares in accordance with the recommendations of the Company’s Board of Directors for so long as it continues to hold a specified percentage of the Company’s outstanding common stock. The Company also agreed under certain circumstances in the future to register the private placement shares for resale by AnGes. In March 2015, the Company entered into license and stock purchase agreements with Astellas, granting the Company an exclusive worldwide license to develop and commercialize a novel antifungal, VL-2397, formally known as ASP2397. VL-2397 is a potential therapeutic for invasive fungal infections, including invasive aspergillosis. Astellas received 86,121 shares of unregistered Company common stock and $250,000 in cash. The $250,000 cash payment and the fair value of the common stock issued of $775,094 were included in research and development expenses during the year ended December 31, 2015. In April 2014, the Company entered into an At-the-Market Issuance Sales Agreement, or the Sales Agreement, with Meyers Associates, L.P. (doing business as Brinson Patrick, a division of Meyers Associates, L.P.), or Brinson Patrick, under which the Company could issue and sell up to $25.0 million of shares of its common stock from time to time. During the year ended December 31, 2014, the Company sold 329,152 shares under the Sales Agreement and received gross proceeds of $4,067,751. There were no shares sold during the year ended December 31, 2015. This agreement expired in May 2015. |
Stock Based Compensation
Stock Based Compensation | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock Based Compensation | 9. Stock Based Compensation The Company has a stock-based compensation plan which is described below. Total stock-based compensation expense of $1.0 million, $1.9 million and $3.2 million was recognized for the years ended December 31, 2016, 2015 and 2014, respectively. Total stock-based compensation expense was allocated to research and development, manufacturing and production and general and administrative expense as follows (in thousands): Year Ended December 31, 2016 2015 2014 Research and development $ 290 $ 392 $ 785 Manufacturing and production 111 159 229 General and administrative 589 1,351 2,145 Total stock-based compensation expense $ 990 $ 1,902 $ 3,159 Cash received from RSU grants and options exercised $ 1 $ 3 $ 2 Stock Incentive Plan The Company has a stock incentive plan, under which 2,370,000 shares of common stock, subject to adjustment as provided in the plan, are reserved for issuance to employees, non-employee directors and consultants of the Company. As of December 31, 2016 there were 1,988,797 shares reserved for future issuance under the plan. The plan provides for the grant of incentive and nonstatutory stock options and the direct award or sale of shares, including restricted stock. The exercise price of stock options must equal at least the fair market value of the underlying common stock on the date of grant. The maximum term of options granted under the plan is ten years. Except for annual grants to non-employee directors which vest at the next annual meeting, options generally vest 25% on the first anniversary of the date of grant, with the balance vesting quarterly over the remaining three years. The plan also limits the number of options that may be granted to any plan participant in a single calendar year to 1,300,000 shares. The Company has granted RSUs to executive officers, other executives, and employees under the stock incentive plan. In 2015 and 2014 the Company granted RSUs covering an aggregate of 78,843, and 82,800 shares of common stock, respectively. There were no RSUs granted in 2016. These RSUs generally vest 25% on the first anniversary date of the grant, with the remaining rights vesting quarterly over the remaining three years and, once vested, allow the participants to acquire the underlying shares of common stock at par value. The participants are not entitled to sell or transfer any unvested RSUs and are not entitled to vote or receive dividends on any shares of common stock covered by the RSUs prior to the acquisition of such shares. Granted but unvested RSUs are forfeited at termination of employment. Compensation expense related to the RSUs for the years ended December 31, 2016, 2015, and 2014 was approximately $0.3 million, $0.8 million and $1.1 million, respectively. The following table summarizes stock option transactions under the Company’s stock incentive plans for the years ended December 31, 2016, 2015 and 2014: Shares Weighted Exercise Price Outstanding December 31, 2013 840,419 $ 31.50 Granted 188,961 $ 13.99 Exercised — $ — Forfeited (169,937 ) $ 36.91 Outstanding December 31, 2014 859,443 $ 26.58 Granted 235,675 $ 10.06 Exercised — $ — Forfeited (149,534 ) $ 21.51 Outstanding December 31, 2015 945,584 $ 23.27 Granted 339,975 $ 3.51 Exercised — $ — Forfeited (82,758 ) $ 24.37 Outstanding December 31, 2016 1,202,801 $ 17.61 Vested and unvested options expected to vest as of December 31, 2016 1,166,012 $ 18.00 The number of underlying shares and weighted average exercise price of options exercisable at December 31, 2016, 2015 and 2014, were 808,639 shares at $23.43, 688,468 shares at $26.81, and 603,717 shares at $28.94, respectively. The weighted average remaining contractual term of options outstanding and options exercisable at December 31, 2016, was 6.5 years and 5.4 years, respectively. The weighted average remaining contractual term of vested and unvested options expected to vest at December 31, 2016, was 6.4 years. The aggregate intrinsic value of options outstanding and options exercisable at December 31, 2016 was $0.0 million and $0.0 million, respectively. As of December 31, 2016, the total unrecognized compensation cost related to unvested options was $0.5 million, which is expected to be recognized over a weighted-average period of 1.39 years. The weighted average grant-date fair value of options granted during the years ended December 31, 2016, 2015 and 2014, was $1.85, $5.08 and $7.28 per share, respectively. There were no options exercised during the years ended December 31, 2016, 2015 or 2014. At December 31, 2016, there were 689,012 shares available for grant under the Company’s stock incentive plans. A summary of the outstanding RSUs as of December 31, 2016, and changes during the year then ended is presented below: Shares Weighted Grant-Date Fair Value per Share Unvested at December 31, 2015 104,074 $ 12.55 Granted — $ — Vested (59,568 ) $ 13.43 Cancelled — $ — Unvested at December 31, 2016 44,506 $ 11.38 The aggregate grant-date fair value of RSUs granted during the years ended December 31, 2015 and 2014 was $0.8 million, and $1.2 million, respectively. There were no RSUs granted in 2016. As of December 31, 2016, the total unrecognized compensation cost related to unvested RSUs was $0.1 million, which is expected to be recognized over a weighted average period of 1.27 years. The aggregate grant-date fair value of shares subject to RSUs vested during the years ended December 31, 2016, 2015 and 2014, was $0.8 million, $1.0 million and $0.8 million, respectively. As of December 31, 2016, there were 52,477 shares of common stock underlying RSUs that were fully vested but the issuance of such shares has been deferred. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. Income Taxes At December 31, 2016, the Company had deferred tax assets of $112.6 million. Due to uncertainties surrounding the Company’s ability to generate future taxable income to realize these assets, a full valuation allowance has been established to offset the net deferred tax asset. Pursuant to Sections 382 and 383 of the Internal Revenue Code, or IRC, annual use of the Company’s net operating loss and credit carryforwards may be limited in the event a cumulative change in ownership of more than 50% occurs within a three-year period. The Company determined that such an ownership change occurred on December 29, 2006, as defined in the provisions of Section 382 of the IRC as a result of various stock issuances used to finance the Company’s operations. Such ownership change resulted in annual limitations on the utilization of tax attributes, including net operating loss carryforwards and tax credits. The Company estimates that $101.2 million of its net operating loss carryforwards were effectively eliminated under Section 382 for federal tax purposes. A portion of the remaining net operating losses limited by Section 382 become available each year. The Company also estimates that $12.2 million of its research and development credits and other tax credits were effectively eliminated under Section 383 for federal purposes. The company’s Section 382 analysis was completed through December 31, 2011. There is a risk that additional changes in ownership could have occurred since that date. If a change in ownership were to have occurred, additional net operating loss and tax credit carryforwards could be eliminated or restricted. If eliminated, the related asset would be removed from the deferred tax asset schedule with a corresponding reduction in the valuation allowance. Deferred income taxes result primarily from temporary differences between financial and tax reporting. Deferred tax assets and liabilities are determined based on the difference between the financial statement bases and the tax bases of assets and liabilities using enacted tax rates. A valuation allowance is established to reduce deferred tax assets to the amount that is expected more likely than not to be realized. Significant components of the Company’s deferred tax assets as of December 31, 2016 and 2015 are listed below. A valuation allowance of $112.6 million and $120.8 million at December 31, 2016 and 2015, respectively, has been recognized to offset the net deferred tax assets as realization of such assets is uncertain. Amounts for the years ended December 31 were as follows (in thousands): Deferred Tax Assets 2016 2015 Net operating losses $ 83,954 $ 83,143 Credit carryovers 9,952 19,903 Depreciation and amortization 15,278 13,944 Accruals and reserves 701 609 Capital loss carryover 85 85 Other 2,677 3,114 Total deferred tax assets 112,647 120,798 Less valuation allowance (112,647 ) (120,798 ) Net deferred tax assets $ — $ — In November 2015, the FASB issued Accounting Standard Update No. 2015-17, “Balance Sheet Classification of Deferred Taxes”, an update to ASC 740, Income Taxes (“Update”). Current GAAP requires an entity to separate deferred income tax liabilities and assets into current and noncurrent amounts in a classified statement of financial position. To simplify the presentation of deferred income taxes, the amendments in this Update require that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The current requirement that deferred tax liabilities and assets of a tax-paying component of an entity be offset and presented as a single amount is not affected by the amendments in this Update. For public business entities, the amendments in this update are effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The FASB also decided to permit earlier application by all entities as of the beginning of any interim or annual reporting period. The FASB further provides that this Update may be applied to all deferred tax liabilities and assets retrospectively to all periods presented. The Company chose to adopt the Update in fiscal year ended December 31, 2015 and apply this Update on a prospective basis. The reconciliation between the provision for income taxes and income taxes computed using the U.S. federal statutory corporate tax rate were as follows for the years ended December 31 (in thousands): 2016 2015 2014 Computed “expected” tax benefit $ (3,051 ) $ (3,152 ) $ (5,607 ) State income taxes, net of federal benefit (534 ) — (444 ) Tax effect of: Change in valuation allowance (8,148 ) (4,069 ) 5,102 Rate change — 3,524 — Expiration of prior year credits and net operating losses 692 786 675 Stock compensation 491 376 274 Uncertain tax positions 11,128 3,074 — Other (578 ) (539 ) — Provision for income taxes $ — $ — $ — As of December 31, 2016 and 2015, the Company had available federal net operating loss carryforwards of approximately $315.9 million and $311.3 million, respectively, which expire from 2018 through 2036. In addition, the Company had federal research and development credit and orphan drug credit carryforwards of $26.3 million and $26.3 million as of December 31, 2016 and 2015, respectively, to reduce future federal income taxes, if any. These carryforwards expire from 2018 through 2033 and are subject to review and possible adjustment by the Internal Revenue Service. The Company also has available California state net operating loss carryforwards of approximately $269.5 million and $272.8 million as of December 31, 2016 and 2015, respectively, which expire from 2017 to 2036. In addition, the Company had California research and development credits of approximately $8.8 million as of December 31, 2016 and 2015 to reduce future California income tax, if any. The California research and development credits do not expire. The Company generated windfall tax benefits from the settlement of certain stock awards. The tax benefit will be recorded as a credit to additional paid-in capital in the year the deduction reduces income taxes payable. The net operating loss carryforwards related to these windfall tax benefits of approximately $1.6 million are included in the net operating loss carryforwards disclosed above. The Company recognizes liabilities for uncertain tax positions based on a two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. While the Company believes that it has appropriate support for the positions taken on its tax returns, the Company regularly assesses the potential outcome of examinations by tax authorities in determining the adequacy of its provision for income taxes. The following table summarizes the activity related to our unrecognized tax benefits (in thousands): 2016 2015 2014 Beginning balance $ 4,340 $ 582 $ — Increases related to prior year tax positions 12,332 3,758 — Increases related to current year tax positions 873 — 582 Ending balance $ 17,545 $ 4,340 $ 582 As of December 31, 2016 and 2015, the Company had gross unrecognized tax benefits of $17.5 million and $4.3 million, respectively, none of which would affect the effective tax rate. The increase in 2016 related to prior year tax positions is primarily due to a change in our estimate of research and development and other tax credits that may not be sustained on audit. The Company does not anticipate any significant decreases in its unrecognized tax benefits over the next 12 months. The Company’s policy is to recognize the interest expense and/or penalties related to income tax matters as a component of income tax expense. The Company had no accrual for interest or penalties on its balance sheets at December 31, 2016 or December 31, 2015, and has not recognized interest and/or penalties in its statements of operations for any of the years ended December 31, 2016, 2015 or 2014. The Company is subject to taxation in the United States and California. The Company’s tax years for 1998 and forward are subject to examination by the United States and California tax authorities due to the carryforward of unutilized net operating losses and R&D credits. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2016 | |
Compensation And Retirement Disclosure [Abstract] | |
Employee Benefit Plan | 11. Employee Benefit Plan The Company has a defined contribution savings plan under section 401(k) of the IRC. The plan covers substantially all employees. The Company matches employee contributions made to the plan according to a specified formula. The Company’s matching contributions totaled approximately $0.1 million for each the years ended 2016, 2015 and 2014. |
Summary of (Unaudited) Quarterl
Summary of (Unaudited) Quarterly Financial Information | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary of (Unaudited) Quarterly Financial Information | 12. Summary of (Unaudited) Quarterly Financial Information The following is a summary of the Company’s (unaudited) quarterly results of operations for the years ended December 31 (in thousands, except per share amounts): 2016: March 31, June 30, Sept. 30, Dec. 31, Total revenues $ 4,604 $ 4,122 $ 2,642 $ 3,163 Total operating expenses 7,114 5,443 5,213 5,938 Net loss (2,423 ) (1,255 ) (2,523 ) (2,772 ) Basic and diluted net loss per share (1) (0.26 ) (0.14 ) (0.24 ) (0.25 ) 2015: March 31, June 30, Sept. 30, Dec. 31, Total revenues $ 4,944 $ 4,176 $ 5,017 $ 6,813 Total operating expenses 8,801 6,968 5,350 9,235 Net income (loss) (3,821 ) (2,762 ) (300 ) (2,355 ) Basic and diluted net loss per share (1) (0.42 ) (0.30 ) (0.03 ) (0.26 ) (1) Net income (loss) per share is computed independently for each quarter and the full year based upon respective shares outstanding. Therefore, the sum of the quarterly loss per share amounts may not equal the annual amounts reported. |
Organization and Summary of S21
Organization and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Organization and Business Activity | Organization and Business Activity Vical Incorporated, or the Company, a Delaware corporation, was incorporated in April 1987 and has devoted substantially all of its resources since that time to its research and development programs. The Company researches and develops biopharmaceutical products, including those based on its patented DNA delivery technologies for the prevention and treatment of serious or life-threatening diseases. All of the Company’s potential products are in research and development phases. No revenues have been generated from the sale of any such products, nor are any such revenues expected for at least the next several years. The Company earns revenue from research and development agreements with pharmaceutical collaborators and from contract manufacturing agreements. Most of the Company’s product candidates will require significant additional research and development efforts, including extensive preclinical and clinical testing. All product candidates that advance to clinical testing will require regulatory approval prior to commercial use, and will require significant costs for commercialization. There can be no assurance that the Company’s research and development efforts, or those of its collaborators, will be successful. The Company expects to continue to incur substantial losses and not generate positive cash flows from operations for at least the next several years. No assurance can be given that the Company can generate sufficient product revenue to become profitable or generate positive cash flows from operations. |
Basis of Presentation | Basis of Presentation These financial statements are prepared in conformity with accounting principles generally accepted in the United States of America. On May 25, 2016, the Company amended its certificate of incorporation to effect a one-for-ten (1:10) reverse stock split. This reverse stock split became effective as of the close of business on May 26, 2016. The reverse stock split had no effect on the par value of its common stock and did not reduce the number of authorized shares of common stock but reduced the number of outstanding shares of common stock by the one-for-ten ratio. Accordingly, the outstanding shares, stock award disclosures, net loss per share, and other per share disclosures for all periods presented have been retrospectively adjusted to reflect the impact of this reverse stock split. The reverse stock split resulted in a proportionate adjustment to the per share exercise price and the number of shares of common stock issuable upon the exercise of outstanding stock options, the number of shares of common stock issuable upon the vesting of restricted stock units, or RSUs, and the number of shares of common stock eligible for issuance under the Company’s stock incentive plan. No fractional shares were issued in connection with the reverse stock split. Each stockholder’s percentage ownership and proportional voting power generally remained unchanged as a result of the reverse stock split. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make informed estimates and assumptions that affect the amounts reported in the financial statements and disclosures made in the accompanying notes. Actual results could differ materially from those estimates. |
Cash, Cash Equivalents and Marketable Securities | Cash, Cash Equivalents and Marketable Securities Cash and cash equivalents consist of cash and highly liquid securities with original maturities at the date of acquisition of ninety days or less and can be liquidated without prior notice or penalty. Investments with an original maturity of more than ninety days are considered marketable securities and have been classified by management as available-for-sale. These investments are classified as current assets, even though the stated maturity date may be one year or more beyond the current balance sheet date which reflects management’s intention to use the proceeds from sales of these securities to fund its operations, as necessary. Such investments are carried at fair value, with unrealized gains and losses included as a separate component of stockholders’ equity. Realized gains and losses from the sale of available-for-sale securities or the amounts, net of tax, reclassified out of accumulated other comprehensive income (loss), if any, are determined on a specific identification basis. |
Restricted Cash | Restricted Cash The Company is required to maintain a letter of credit securing an amount equal to twelve months of the current monthly installment of base rent for the original term of the lease for its facilities, which ends on August 31, 2017. At December 31, 2016 and 2015, restricted cash of $3.3 million and $3.2 million, respectively, was pledged as collateral for the letter of credit. In July 2016, the term of the lease was extended for 16 months through December 2018. During the extended term the Company is required to maintain a letter of credit securing an amount equal to $0.2 million. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash equivalents, marketable securities and receivables. The Company invests its excess cash in debt instruments of financial institutions and of corporations with above average credit ratings, in U.S. government obligations, and in money market funds and certificates of deposits at financial institutions. |
Property and Equipment | Property and Equipment Property and equipment is recorded at cost and depreciation is computed using the straight-line method over the estimated useful lives of the assets. Assets acquired pursuant to capital lease arrangements and leasehold improvements are amortized using the straight-line method over the shorter of the life of the remaining lease term or the remaining useful life of the asset. Manufacturing equipment has estimated useful lives of 5 to 10 years. All other property and equipment have estimated useful lives of 3 to 5 years. Maintenance and repairs of property and equipment are expensed as incurred. |
Intangible Assets | Intangible Assets Intangible assets include certain costs related to patent applications. The Company capitalizes license fees paid to acquire access to proprietary technology if the technology is expected to have alternative future use in multiple research and development projects. The cost of licensed technology rights is amortized using the straight-line method over the estimated useful life of the technology. Certain costs related to patent applications are amortized over the estimated economic lives of the patents, which is generally 20 years and typically commences at the time the patent application is filed. As of December 31, 2016, the weighted average amortization period of capitalized patent costs is approximately 8 years. Amortization expense for licensed technology and capitalized patent cost is included in research and development expenses. |
Impairment of Long-lived Assets | Impairment of Long-lived Assets The Company reviews long-lived assets for impairment at least annually, quarterly for intangible assets, and whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Should an impairment exist, the impairment loss would be measured based on the excess of the carrying amount of the asset over the asset’s estimated fair value and the loss recognized in current earnings. The Company recognized research and development expense of approximately $0.4 million, $0.2 million and $0.4 million for the years ended December 31, 2016, 2015 and 2014, respectively, related to patents for which the value was deemed to be impaired. |
Revenue Recognition | Revenue Recognition Revenue is recognized when the four basic criteria of revenue recognition are met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services rendered; (3) the fee is fixed or determinable; and (4) collectability is reasonably assured. Certain of the Company’s revenue is generated through manufacturing contracts and stand-alone license agreements. |
Contract Manufacturing Revenue | Contract Manufacturing Revenue Revenue associated with contract manufacturing services is recognized once the service has been rendered and/or upon shipment (or passage of title) of the product to the customer. On occasion, the Company recognizes revenue on a “bill-and-hold” basis. Revenue is recognized for such “bill-and-hold” arrangements in accordance with the authoritative guidance, which requires, among other things, the existence of a valid business purpose for the arrangement, that the “bill-and-hold” arrangement is at the request of the customer, that title and risk of ownership pass to the customer, that the product is complete and ready for shipment, a fixed delivery date that is reasonable and consistent with the customer’s business practices, that the product has been separated from the Company’s inventory, and that no further performance obligations by the Company exist. |
Multiple-element arrangements | Multiple-element arrangements The Company has entered into multiple-element arrangements. In order to account for the multiple-element arrangements, the Company identifies the deliverables included within the agreement and evaluates which deliverables represent separate units of accounting. Analyzing the arrangement to identify deliverables requires the use of judgment, and each deliverable may be an obligation to deliver services, a right or license to use an asset, or another performance obligation. The delivered item(s) must have value to the customer on a standalone basis and, if the arrangement includes a general right of return relative to the delivered item, delivery or performance of the undelivered item(s) is considered probable and substantially in the Company’s control. A delivered item is considered a separate unit of accounting when the delivered item has value to the partner on a standalone basis based on the consideration of the relevant facts and circumstances for each arrangement. Factors considered in this determination include the research capabilities of the partner and the availability of research expertise in this field in the general marketplace. Arrangement consideration is allocated at the inception of the agreement to all identified units of accounting based on their relative selling price. The relative selling price for each deliverable is determined using vendor specific objective evidence, or VSOE, of selling price or third-party evidence of selling price if VSOE does not exist. If neither VSOE nor third-party evidence of selling price exists, the Company uses its best estimate of the selling price for the deliverable. The amount of allocable arrangement consideration is limited to amounts that are fixed or determinable. The consideration received is allocated among the separate units of accounting, and the applicable revenue recognition criteria are applied to each of the separate units. Changes in the allocation of the sales price between delivered and undelivered elements can impact revenue recognition but do not change the total revenue recognized under any agreement. If facts and circumstances dictate that the license has standalone value from the undelivered items, which generally include research and development services and the manufacture of drug products, the license is identified as a separate unit of accounting and the amounts allocated to the license are recognized upon the delivery of the license, assuming the other revenue recognition criteria have been met. However, if the amounts allocated to the license through the relative selling price allocation exceed the upfront license fee, the amount recognized upon the delivery of the license is limited to the upfront fee received. If facts and circumstances dictate that the license does not have standalone value, the transaction price, including any upfront license fee payments received, are allocated to the identified separate units of accounting and recognized as those items are delivered. The terms of the Company’s partnership agreements provide for milestone payments upon achievement of certain regulatory and commercial events. Under the Milestone Method, the Company recognizes consideration that is contingent upon the achievement of a milestone in its entirety as revenue in the period in which the milestone is achieved only if the milestone is substantive in its entirety. A milestone is considered substantive when it meets all of the following three criteria: 1) The consideration is commensurate with either the entity’s performance to achieve the milestone or the enhancement of the value of the delivered item(s) as a result of a specific outcome resulting from the entity’s performance to achieve the milestone, 2) The consideration relates solely to past performance, and 3) The consideration is reasonable relative to all of the deliverables and payment terms within the arrangement. A milestone is defined as an event (i) that can only be achieved based in whole or in part on either the entity’s performance or on the occurrence of a specific outcome resulting from the entity’s performance, (ii) for which there is substantive uncertainty at the date the arrangement is entered into that the event will be achieved and (iii) that would result in additional payments being due to the Company. |
Contract Services, Grant and Royalty Revenue | Contract Services, Grant and Royalty Revenue The Company recognizes revenues from contract services and federal government research grants during the period in which the related expenditures are incurred and related payments for those services are received or collection is reasonably assured. Royalties to be received based on sales of licensed products by the Company’s partners incorporating the Company’s licensed technology are recognized when received. |
Research and Development Costs | Research and Development Costs Research and development costs are expensed as incurred. Research and development costs include salaries and personnel-related costs, supplies and materials, outside services, costs of conducting preclinical and clinical trials, facilities costs and amortization of intangible assets. The Company accounts for its clinical trial costs by estimating the total cost to treat a patient in each clinical trial, and accruing this total cost for the patient over the estimated treatment period, which corresponds with the period over which the services are performed, beginning when the patient enrolls in the clinical trial. This estimated cost includes payments to the site conducting the trial, and patient-related lab and other costs related to the conduct of the trial. Cost per patient varies based on the type of clinical trial, the site of the clinical trial, the method of administration of the treatment, and the number of treatments that a patient receives. Treatment periods vary depending on the clinical trial. The Company makes revisions to the clinical trial cost estimates in the current period, as clinical trials progress. |
Manufacturing and Production Costs | Manufacturing and Production Costs Manufacturing and production costs include expenses related to manufacturing contracts and expenses for the production of plasmid DNA for use in the Company’s research and development efforts. Manufacturing expenses related to manufacturing contracts are deferred and expensed when the related revenue is recognized. Deferred contract costs at December 31, 2016 and 2015 were $5.5 million and $0.1 million, respectively. Production expenses related to the Company’s research and development efforts are expensed as incurred. |
Net Loss Per Share | Net Loss Per Share Basic and diluted net loss per share has been computed using the weighted-average number of shares of common stock outstanding during the period. The weighted-average number of shares used to compute diluted loss per share excludes any assumed exercise of stock options, and the assumed issuance of common stock under RSUs, as the effect would be antidilutive. Common stock equivalents of 7,350, 33,720 and 46,267 for the years ended December 31, 2016, 2015 and 2014, respectively, were excluded from the calculation because of their antidilutive effect. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amounts of cash, cash equivalents, restricted cash, marketable securities, receivables, accounts payable and accrued expenses at December 31, 2016 and 2015, are considered to approximate fair value because of the short term nature of those items. |
Income Taxes | Income Taxes The impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. There were no unrecognized tax benefits recorded by the Company as of the date of adoption in 2007. There are no unrecognized tax benefits included in the balance sheets that would, if recognized, affect the effective tax rate. Deferred income taxes result primarily from temporary differences between financial and tax reporting. Deferred tax assets and liabilities are determined based on the difference between the financial statement bases and the tax bases of assets and liabilities using enacted tax rates. A valuation allowance is established to reduce a deferred tax asset to the amount that is expected more likely than not to be realized. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss consists of net loss and certain changes in equity that are excluded from net loss. Comprehensive loss for the years ended December 31, 2016, 2015 and 2014, has been reflected in the accompanying Statements of Comprehensive Loss. Accumulated other comprehensive income (loss), which is included in stockholders’ equity, represents unrealized gains and losses on marketable securities. |
Business Segments | Business Segments The Company operates in one business segment, which is within the United States, and is dedicated to research and development of DNA delivery technology. |
Stock-Based Compensation | Stock-Based Compensation The Company records its compensation expense associated with stock options and other forms of equity compensation based on their fair value at the date of grant using the Black-Scholes-Merton option pricing model. Stock-based compensation includes amortization related to stock option awards based on the estimated grant date fair value. Stock-based compensation expense related to stock options includes an estimate for forfeitures and the portion that is ultimately expected to vest is recognized ratably over the vesting period of the option. In addition, the Company records expense related to RSUs granted based on the fair value of those awards on the grant date. The fair value related to the RSUs is amortized to expense over the vesting term of those awards. Stock-based compensation expense related to RSUs includes an estimate for forfeitures and the portion expected to vest is recognized ratably over the requisite service period. The expected forfeiture rate of all equity based compensation is based on observed historical patterns of the Company’s employees and is estimated to be 8.75% annually for each of the years ended December 31, 2016, 2015 and 2014. The fair value of each option award is estimated on the date of grant using the Black-Scholes-Merton valuation model using the assumptions noted in the following table. The expected life of options is based on the Company’s observed historical exercise patterns. The expected volatility of stock options is based upon the historical volatility of the Company’s stock commensurate with the expected life of the option. The risk-free interest rate is based on the implied yield on a U.S. Treasury zero-coupon issue with a remaining term equal to the expected term of the option. The dividend yield reflects that the Company has not paid any cash dividends since inception and does not intend to pay any cash dividends in the foreseeable future. Year Ended December 31, 2016 2015 2014 Assumptions: Assumed risk-free interest rate 1.44% 1.34% 1.63% Assumed volatility 72% 68% 73% Average expected option life 4.5 years 4.5 years 4.5 years Expected dividend yield — — — |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers” which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The guidance outlines a five-step process for revenue recognition that focuses on transfer of control, as opposed to transfer of risk and rewards, and also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenues and cash flows from contracts with customers. Major provisions include determining which goods and services are distinct and require separate accounting (performance obligations), how variable consideration (which may include change orders and claims) is recognized, whether revenue should be recognized at a point in time or over time and ensuring the time value of money is considered in the transaction price. The guidance allows for either full retrospective or modified retrospective adoption and will become effective for the Company in the first quarter of 2018. In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements—Going Concern.” In connection with preparing financial statements for each annual and interim reporting period, ASU 2014-15 requires management to assess an entity’s ability to continue as a going concern and to provide related footnote disclosure in certain circumstances. ASU 2014-15 is effective for annual reporting periods ending after December 15, 2016 and interim periods thereafter. Early application is permitted. The adoption of this guidance had no impact on the Company’s financial statements and related disclosures. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842).” The new standard requires a lessee to record on the balance sheet the assets and liabilities for the rights and obligations created by leases with lease terms of more than 12 months and will require both lessees and lessors to disclose certain key information about lease transactions. The standard will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is evaluating the effect that the adoption of the new guidance will have on its financial statements. In March 2016, the FASB issued ASU 2016-09, “Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.” The amended guidance simplifies the accounting for share-based payment transactions. The amended guidance is effective for annual periods beginning after December 15, 2016, with early adoption permitted. The Company is evaluating the effect that the adoption of this new guidance will have on its financial statements. |
Organization and Summary of S22
Organization and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Schedule of Assumptions Used to Estimate the Fair Value of Each Option Award | The fair value of each option award is estimated on the date of grant using the Black-Scholes-Merton valuation model using the assumptions noted in the following table. Year Ended December 31, 2016 2015 2014 Assumptions: Assumed risk-free interest rate 1.44% 1.34% 1.63% Assumed volatility 72% 68% 73% Average expected option life 4.5 years 4.5 years 4.5 years Expected dividend yield — — — |
Short-Term Marketable Securit23
Short-Term Marketable Securities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Investments Debt And Equity Securities [Abstract] | |
Summary of Short-Term Marketable Securities | The following is a summary of short-term marketable securities classified as available-for-sale (in thousands): December 31, 2016 Amortized Cost Unrealized Gain Unrealized Loss Market Value U.S. treasuries $ 23,295 $ — $ 18 $ 23,277 Certificates of deposit 7,275 — — 7,275 $ 30,570 $ — $ 18 $ 30,552 December 31, 2015 Amortized Cost Unrealized Gain Unrealized Loss Market Value U.S. treasuries $ 7,027 $ — $ 8 $ 7,019 Corporate bonds 1,000 — — 1,000 Certificates of deposit 15,239 — — 15,239 $ 23,266 $ — $ 8 $ 23,258 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Summary of Cash Equivalents, Marketable Securities and Long-Term Investments Measured at Fair Value | Cash equivalents, marketable securities and long-term investments measured at fair value are classified in the table below in one of the three categories described above (in thousands): Fair Value Measurements December 31, 2016 Level 1 Level 2 Level 3 Total Certificates of deposit $ 7,275 $ — $ — $ 7,275 Money market funds 1,171 — — 1,171 U.S. treasuries 23,277 — — 23,277 Auction rate securities — — 2,046 2,046 $ 31,723 $ — $ 2,046 $ 33,769 Fair Value Measurements December 31, 2015 Level 1 Level 2 Level 3 Total Certificates of deposit $ 15,239 $ — $ — $ 15,239 U.S. treasuries 7,019 — — 7,019 Corporate bonds — 1,000 — 1,000 Auction rate securities — — 2,052 2,052 $ 22,258 $ 1,000 $ 2,052 $ 25,310 |
Summary of Activity for Assets Measured at Fair Value Using Significant Unobservable Inputs | Activity for assets measured at fair value using significant unobservable inputs (Level 3) is presented in the table below (in thousands): Balance at December 31, 2015 $ 2,052 Total net realized gains included in earnings — Total net unrealized loss included in other comprehensive income (6 ) Net transfers in and/out of Level 3 — Balance at December 31, 2016 $ 2,046 Amount of total losses for the period included in net loss attributable to the change in unrealized gains or losses relating to assets still held at December 31, 2016 $ — |
Other Balance Sheet Accounts (T
Other Balance Sheet Accounts (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Summary of Property and Equipment | Property and equipment consisted of the following at December 31 (in thousands): 2016 2015 Equipment $ 17,043 $ 17,425 Leasehold improvements 8,144 8,048 25,187 25,473 Less accumulated depreciation and amortization (24,014 ) (23,600 ) $ 1,173 $ 1,873 |
Summary of Intangible Assets | Intangible assets consisted of the following at December 31 (in thousands): 2016 2015 Patent application costs $ 1,500 $ 2,252 Accumulated amortization patent costs (690 ) (952 ) $ 810 $ 1,300 |
Summary of Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses consisted of the following at December 31 (in thousands): 2016 2015 Employee compensation $ 2,518 $ 2,220 Clinical trial accruals 446 102 Accounts payable 326 733 Deferred rent 223 496 Other accrued liabilities 614 361 $ 4,127 $ 3,912 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Summary of Future Minimum Rental Payments Due under Company's Facilities Lease | At December 31, 2016, future minimum rental payments due under the Company’s facilities lease were as follows (in thousands): Year ending December 31, 2017 $ 3,377 2018 2,835 2019 — 2020 — 2021 — Thereafter — Total lease payments $ 6,212 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Total Stock-Based Compensation Expense | Total stock-based compensation expense was allocated to research and development, manufacturing and production and general and administrative expense as follows (in thousands): Year Ended December 31, 2016 2015 2014 Research and development $ 290 $ 392 $ 785 Manufacturing and production 111 159 229 General and administrative 589 1,351 2,145 Total stock-based compensation expense $ 990 $ 1,902 $ 3,159 Cash received from RSU grants and options exercised $ 1 $ 3 $ 2 |
Summary of Stock Option Transactions under Company's Stock Incentive Plans | The following table summarizes stock option transactions under the Company’s stock incentive plans for the years ended December 31, 2016, 2015 and 2014: Shares Weighted Exercise Price Outstanding December 31, 2013 840,419 $ 31.50 Granted 188,961 $ 13.99 Exercised — $ — Forfeited (169,937 ) $ 36.91 Outstanding December 31, 2014 859,443 $ 26.58 Granted 235,675 $ 10.06 Exercised — $ — Forfeited (149,534 ) $ 21.51 Outstanding December 31, 2015 945,584 $ 23.27 Granted 339,975 $ 3.51 Exercised — $ — Forfeited (82,758 ) $ 24.37 Outstanding December 31, 2016 1,202,801 $ 17.61 Vested and unvested options expected to vest as of December 31, 2016 1,166,012 $ 18.00 |
Summary of Outstanding RSUs | A summary of the outstanding RSUs as of December 31, 2016, and changes during the year then ended is presented below: Shares Weighted Grant-Date Fair Value per Share Unvested at December 31, 2015 104,074 $ 12.55 Granted — $ — Vested (59,568 ) $ 13.43 Cancelled — $ — Unvested at December 31, 2016 44,506 $ 11.38 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Summary of Deferred Tax Assets | Amounts for the years ended December 31 were as follows (in thousands): Deferred Tax Assets 2016 2015 Net operating losses $ 83,954 $ 83,143 Credit carryovers 9,952 19,903 Depreciation and amortization 15,278 13,944 Accruals and reserves 701 609 Capital loss carryover 85 85 Other 2,677 3,114 Total deferred tax assets 112,647 120,798 Less valuation allowance (112,647 ) (120,798 ) Net deferred tax assets $ — $ — |
Reconciliation Between Provision for Income Taxes and Income Taxes | The reconciliation between the provision for income taxes and income taxes computed using the U.S. federal statutory corporate tax rate were as follows for the years ended December 31 (in thousands): 2016 2015 2014 Computed “expected” tax benefit $ (3,051 ) $ (3,152 ) $ (5,607 ) State income taxes, net of federal benefit (534 ) — (444 ) Tax effect of: Change in valuation allowance (8,148 ) (4,069 ) 5,102 Rate change — 3,524 — Expiration of prior year credits and net operating losses 692 786 675 Stock compensation 491 376 274 Uncertain tax positions 11,128 3,074 — Other (578 ) (539 ) — Provision for income taxes $ — $ — $ — |
Summary of Activity Related to Unrecognized Tax Benefits | The following table summarizes the activity related to our unrecognized tax benefits (in thousands): 2016 2015 2014 Beginning balance $ 4,340 $ 582 $ — Increases related to prior year tax positions 12,332 3,758 — Increases related to current year tax positions 873 — 582 Ending balance $ 17,545 $ 4,340 $ 582 |
Summary of (Unaudited) Quarte29
Summary of (Unaudited) Quarterly Financial Information (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary of Company's (Unaudited) Quarterly Results of Operations | The following is a summary of the Company’s (unaudited) quarterly results of operations for the years ended December 31 (in thousands, except per share amounts): 2016: March 31, June 30, Sept. 30, Dec. 31, Total revenues $ 4,604 $ 4,122 $ 2,642 $ 3,163 Total operating expenses 7,114 5,443 5,213 5,938 Net loss (2,423 ) (1,255 ) (2,523 ) (2,772 ) Basic and diluted net loss per share (1) (0.26 ) (0.14 ) (0.24 ) (0.25 ) 2015: March 31, June 30, Sept. 30, Dec. 31, Total revenues $ 4,944 $ 4,176 $ 5,017 $ 6,813 Total operating expenses 8,801 6,968 5,350 9,235 Net income (loss) (3,821 ) (2,762 ) (300 ) (2,355 ) Basic and diluted net loss per share (1) (0.42 ) (0.30 ) (0.03 ) (0.26 ) (1) Net income (loss) per share is computed independently for each quarter and the full year based upon respective shares outstanding. Therefore, the sum of the quarterly loss per share amounts may not equal the annual amounts reported. |
Organization and Summary of S30
Organization and Summary of Significant Accounting Policies - Additional Information (Detail) | Jul. 31, 2016 | May 25, 2016 | Dec. 31, 2016USD ($)Segmentshares | Dec. 31, 2015USD ($)shares | Dec. 31, 2014USD ($)shares |
Organization and Summary of Significant Accounting Policies [Line Items] | |||||
Reverse stock split, description | one-for-ten (1:10) reverse stock split | ||||
Reverse stock split, ratio | 10 | ||||
Maximum period for cash and highly liquid securities with original maturities | 90 days or less | ||||
Minimum period for marketable securities classified as available-for-sale with original maturities | More than 90 days | ||||
Amount of letter of credit, description | The Company is required to maintain a letter of credit securing an amount equal to twelve months of the current monthly installment of base rent for the original term of the lease for its facilities, which ends on August 31, 2017. | ||||
Restricted cash | $ 3,311,000 | $ 3,246,000 | |||
Secured letter of credit for the extended lease term | $ 200,000 | ||||
Renewal period for lease for lease beyond its expiration | 16 months | 5 years | |||
Renewal lease agreement expiry date | Dec. 31, 2018 | ||||
Weighted average amortization period for capitalized patent costs | 8 years | ||||
Research and development expense | $ 374,000 | 230,000 | $ 350,000 | ||
Deferred contract costs | $ 5,500,000 | $ 100,000 | |||
Common stock equivalents excluded from the calculation of diluted net income per share | shares | 7,350 | 33,720 | 46,267 | ||
Likelihood threshold for recognition of uncertain tax position | 50.00% | ||||
Unrecognized tax benefits | $ 0 | ||||
Number of business segment | Segment | 1 | ||||
Expected forfeiture rate of equity based compensation | 8.75% | 8.75% | 8.75% | ||
Patent application costs [Member] | |||||
Organization and Summary of Significant Accounting Policies [Line Items] | |||||
Estimated economic lives of the patents | 20 years | ||||
Minimum [Member] | Equipment [Member] | |||||
Organization and Summary of Significant Accounting Policies [Line Items] | |||||
Estimated useful life of property and equipment | 5 years | ||||
Minimum [Member] | All other property and equipment [Member] | |||||
Organization and Summary of Significant Accounting Policies [Line Items] | |||||
Estimated useful life of property and equipment | 3 years | ||||
Maximum [Member] | Equipment [Member] | |||||
Organization and Summary of Significant Accounting Policies [Line Items] | |||||
Estimated useful life of property and equipment | 10 years | ||||
Maximum [Member] | All other property and equipment [Member] | |||||
Organization and Summary of Significant Accounting Policies [Line Items] | |||||
Estimated useful life of property and equipment | 5 years |
Organization and Summary of S31
Organization and Summary of Significant Accounting Policies - Summary of Fair Value of Share-Based Compensation, Stock Options (Detail) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||
Assumed risk-free interest rate | 1.44% | 1.34% | 1.63% |
Assumed volatility | 72.00% | 68.00% | 73.00% |
Average expected option life | 4 years 6 months | 4 years 6 months | 4 years 6 months |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Short-Term Marketable Securit32
Short-Term Marketable Securities - Summary of Short-Term Marketable Securities (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | $ 30,570 | $ 23,266 |
Unrealized Gain | 0 | 0 |
Unrealized Loss | 18 | 8 |
Market Value | 30,552 | 23,258 |
U.S. treasuries [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 23,295 | 7,027 |
Unrealized Gain | 0 | 0 |
Unrealized Loss | 18 | 8 |
Market Value | 23,277 | 7,019 |
Certificates of deposit [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 7,275 | 15,239 |
Unrealized Gain | 0 | 0 |
Unrealized Loss | 0 | 0 |
Market Value | $ 7,275 | 15,239 |
Corporate bonds [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 1,000 | |
Unrealized Gain | 0 | |
Unrealized Loss | 0 | |
Market Value | $ 1,000 |
Short-Term Marketable Securit33
Short-Term Marketable Securities - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Investments Debt And Equity Securities [Abstract] | |||
Available-for-sale securities maturing outside of one year | $ 0 | ||
Net realized gains (losses) on sales of available-for-sale securities | 0 | $ 0 | $ 0 |
Available-for-sale securities in a continuous unrealized loss position more than 12 months | $ 0 | $ 0 |
Long-Term Investments - Additio
Long-Term Investments - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Investments Schedule [Abstract] | |||
Auction rate securities held, at par value | $ 2,500,000 | ||
Maturity of long-term investment | 2,038 | ||
Assumed interest rate | 1.64% | ||
Estimated redemption period | 5 years | ||
Fair value input discount rate | 1.00% | ||
Recognized cumulative losses | $ 500,000 | ||
Unrealized (losses) gains on auction rate securities | (6,000) | $ 48,000 | $ (9,000) |
Cumulative unrealized gains | 200,000 | ||
Carrying value of auction rate security | 2,046,000 | $ 2,052,000 | |
Recognized cumulative losses realized | $ 0 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Cash Equivalents, Marketable Securities and Long-Term Investments Measured at Fair Value (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | $ 33,769 | $ 25,310 |
Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 31,723 | 22,258 |
Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 0 | 1,000 |
Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 2,046 | 2,052 |
Certificates of deposit [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 7,275 | 15,239 |
Certificates of deposit [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 7,275 | 15,239 |
Certificates of deposit [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 0 | 0 |
Certificates of deposit [Member] | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 0 | 0 |
Money market funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 1,171 | |
Money market funds [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 1,171 | |
Money market funds [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 0 | |
Money market funds [Member] | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 0 | |
U.S. treasuries [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 23,277 | 7,019 |
U.S. treasuries [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 23,277 | 7,019 |
U.S. treasuries [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 0 | 0 |
U.S. treasuries [Member] | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 0 | 0 |
Auction rate securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 2,046 | 2,052 |
Auction rate securities [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 0 | 0 |
Auction rate securities [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 0 | 0 |
Auction rate securities [Member] | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | $ 2,046 | 2,052 |
Corporate bonds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 1,000 | |
Corporate bonds [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 0 | |
Corporate bonds [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 1,000 | |
Corporate bonds [Member] | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | $ 0 |
Fair Value Measurements - Sum36
Fair Value Measurements - Summary of Activity for Assets Measured at Fair Value Using Significant Unobservable Inputs (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Fair Value Disclosures [Abstract] | |
Balance at December 31, 2015 | $ 2,052 |
Total net realized gains included in earnings | 0 |
Total net unrealized loss included in other comprehensive income | (6) |
Net transfers in and/out of Level 3 | 0 |
Balance at December 31, 2016 | 2,046 |
Amount of total losses for the period included in net loss attributable to the change in unrealized gains or losses relating to assets still held at December 31, 2016 | $ 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - Level 3 [Member] - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Total cumulative unrealized losses related to Level3 assets | $ 500,000 | ||
Unrealized losses | $ 0 | $ 0 | $ 0 |
Other Balance Sheet Accounts -
Other Balance Sheet Accounts - Summary of Property and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Total of property and equipment | $ 25,187 | $ 25,473 |
Less accumulated depreciation and amortization | (24,014) | (23,600) |
Property and equipment, net | 1,173 | 1,873 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total of property and equipment | 17,043 | 17,425 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total of property and equipment | $ 8,144 | $ 8,048 |
Other Balance Sheet Accounts 39
Other Balance Sheet Accounts - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Balance Sheet Related Disclosures [Abstract] | |||
Depreciation and amortization of equipment and leasehold improvements | $ 0.9 | $ 0.9 | $ 1.4 |
Amortization of licensed technology rights and patent application costs | 0.1 | $ 0.2 | $ 0.2 |
Estimated annual amortization for these assets in 2017 | 0.1 | ||
Estimated annual amortization for these assets in 2018 | 0.1 | ||
Estimated annual amortization for these assets in 2019 | 0.1 | ||
Estimated annual amortization for these assets in 2020 | 0.1 | ||
Estimated annual amortization for these assets in 2021 | 0.1 | ||
Estimated annual amortization for these assets after 2021 | $ 0.3 |
Other Balance Sheet Accounts 40
Other Balance Sheet Accounts - Summary of Intangible Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Finite-Lived Intangible Assets [Line Items] | ||
Net total of intangible assets | $ 810 | $ 1,300 |
Patent application costs [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total of summary of intangible assets | 1,500 | 2,252 |
Accumulated amortization | $ (690) | $ (952) |
Other Balance Sheet Accounts 41
Other Balance Sheet Accounts - Summary of Accounts Payable and Accrued Expenses (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Payables And Accruals [Abstract] | ||
Employee compensation | $ 2,518 | $ 2,220 |
Clinical trial accruals | 446 | 102 |
Accounts payable | 326 | 733 |
Deferred rent | 223 | 496 |
Other accrued liabilities | 614 | 361 |
Total accounts payable and accrued expenses | $ 4,127 | $ 3,912 |
Significant Contract, License42
Significant Contract, License and Royalty Agreements - Additional Information (Detail) | 1 Months Ended | 12 Months Ended | |||||||
Dec. 31, 2015USD ($) | Mar. 31, 2015USD ($)shares | Jul. 31, 2011USD ($)Product | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Dec. 31, 2012USD ($) | Apr. 30, 2015USD ($) | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||
Additional milestone payments related to active in-license agreements | $ 106,000,000 | ||||||||
Collaborative Arrangement [Member] | |||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||
Revenue related to drug product delivered | 2,400,000 | $ 6,000,000 | $ 5,500,000 | ||||||
Number of licensed products Astellas agrees to develop | Product | 1 | ||||||||
Recognized license revenue | $ 25,000,000 | 1,500,000 | 1,800,000 | 1,600,000 | |||||
Milestone payment upon finalization of the trial design | $ 10,000,000 | ||||||||
Additional cash payments for achievement through commercial launch | $ 65,000,000 | ||||||||
Revenue related to contract services delivered | 10,100,000 | 8,700,000 | 7,800,000 | ||||||
Collaborative Arrangement [Member] | Astellas In-License Agreements [Member] | |||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||
Restricted stock issued, shares | shares | 86,121 | ||||||||
Potential future milestone payments | $ 99,000,000 | ||||||||
Collaborative Arrangement [Member] | Astellas In-License Agreements [Member] | Research and development [Member] | |||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||
Cash payment for license agreement | $ 250,000 | ||||||||
IPPOX Foundation [Member] | |||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||
Contractual obligation to manufacture HIV-antigen plasmid DNA | $ 4,100,000 | ||||||||
Revenue related to drug product delivered | $ 4,100,000 | ||||||||
City of Hope [Member] | |||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||
License fees | 100,000 | 100,000 | 100,000 | ||||||
CytRx [Member] | |||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||
License fees | $ 100,000 | $ 100,000 | $ 100,000 | ||||||
CytRx [Member] | Up-front Payment [Member] | |||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||
License fees | $ 3,800,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Millions | Jul. 31, 2016 | Nov. 30, 2013Lawsuit | Dec. 31, 2016USD ($)ft²Renewal_Options | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |||||
Area for leasing facility of manufacturing, research laboratory and office space | ft² | 68,400 | ||||
Renewal lease agreement expiry date | Dec. 31, 2018 | ||||
Number of additional renewals for lease beyond its expiration | Renewal_Options | 3 | ||||
Renewal period for lease for lease beyond its expiration | 16 months | 5 years | |||
Base rent paid and the rent expensed recorded as deferred rent in balance sheet | $ 0.2 | ||||
Rent expense | $ 2.6 | $ 2.8 | $ 2.8 | ||
Number of putative, securities class action complaints filed in U.S District Court | Lawsuit | 2 |
Commitments and Contingencies44
Commitments and Contingencies - Summary of Future Minimum Rental Payments Due under Company's Facilities Lease (Detail) $ in Thousands | Dec. 31, 2016USD ($) |
Leases [Abstract] | |
2,017 | $ 3,377 |
2,018 | 2,835 |
2,019 | 0 |
2,020 | 0 |
2,021 | 0 |
Thereafter | 0 |
Total lease payments | $ 6,212 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) | Aug. 01, 2016 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Oct. 31, 2016 | Apr. 30, 2014 |
Stockholders Equity [Line Items] | |||||||
Sale of common stock, preferred stock, debt securities and warrants | $ 100,000,000 | ||||||
At-The-Market Issuance Sales Agreement, maximum value of common stock to be issued | $ 10,000,000 | $ 25,000,000 | |||||
Shares of common stock issued during period under At-The-Market Issuance Sales Agreement | 0 | ||||||
Number of shares of common stock sold under the sales agreement | 0 | 329,152 | |||||
Private placement, share lock-up period | 2 years | ||||||
Purchase of technology license with common stock | $ 0 | $ 775,000 | $ 0 | ||||
Gross proceeds from the sales agreement | $ 4,067,751 | ||||||
Sales agreement expiration month and year | 2015-05 | ||||||
Astellas In-License Agreements [Member] | Collaborative Arrangement [Member] | |||||||
Stockholders Equity [Line Items] | |||||||
Restricted stock issued, shares | 86,121 | ||||||
Astellas In-License Agreements [Member] | Collaborative Arrangement [Member] | Research and development [Member] | |||||||
Stockholders Equity [Line Items] | |||||||
Cash payment for license agreement | $ 250,000 | ||||||
Purchase of technology license with common stock | $ 775,094 | ||||||
Stock Purchase Agreement with AnGes, MG, Inc in Private Placement [Member] | |||||||
Stockholders Equity [Line Items] | |||||||
Number of shares of common stock sold under the sales agreement | 1,841,420 | ||||||
Private placement, price per share | $ 4.24 | ||||||
Private placement, gross proceeds | $ 7,800,000 | ||||||
Private placement, closing date | Aug. 2, 2016 | ||||||
Maximum [Member] | |||||||
Stockholders Equity [Line Items] | |||||||
Equity position under stock purchase agreement | 19.90% |
Stock Based Compensation - Addi
Stock Based Compensation - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Total stock-based compensation expense | $ 990,000 | $ 1,902,000 | $ 3,159,000 |
Common stock reserved | 2,370,000 | ||
Shares reserved for future issuance | 1,988,797 | ||
Maximum term of options granted | 10 years | ||
Number of options to be granted to any one individual | 1,300,000 | ||
Number of underlying shares exercisable | 808,639 | 688,468 | 603,717 |
Weighted average exercise price of options exercisable | $ 23.43 | $ 26.81 | $ 28.94 |
Weighted average remaining contractual term of options outstanding | 6 years 6 months | ||
Weighted average remaining contractual term of options exercisable | 5 years 4 months 24 days | ||
Weighted average remaining contractual term of vested and unvested options expected to vest | 6 years 4 months 24 days | ||
Aggregate intrinsic value of options outstanding | $ 0 | ||
Aggregate intrinsic value of options exercisable | 0 | ||
Unrecognized compensation cost related to unvested options | $ 500,000 | ||
Unvested stock-based awards expected to be recognized, weighted-average period | 1 year 4 months 21 days | ||
Weighted average grant-date fair value of options granted | $ 1.85 | $ 5.08 | $ 7.28 |
Number of options exercised | 0 | 0 | 0 |
Shares available for grant | 689,012 | ||
Aggregate grant-date fair value of RSUs vested | $ 800,000 | $ 1,000,000 | $ 800,000 |
Common stock underlying RSUs that were fully vested | 52,477 | ||
Restricted stock units (RSUs) [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Total stock-based compensation expense | $ 300,000 | $ 800,000 | $ 1,100,000 |
Aggregate RSUs granted | 0 | 78,843 | 82,800 |
Unvested stock-based awards expected to be recognized, weighted-average period | 1 year 3 months 7 days | ||
Aggregate grant-date fair value of RSUs granted | $ 0 | $ 800,000 | $ 1,200,000 |
Total unrecognized compensation cost related to unvested RSUs | $ 100,000 | ||
Share-based Compensation Award, Tranche One [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Percentage of options vested | 25.00% | ||
Share-based Compensation Award, Tranche One [Member] | Restricted stock units (RSUs) [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Percentage of options vested | 25.00% |
Stock Based Compensation - Summ
Stock Based Compensation - Summary of Total Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total stock-based compensation expense | $ 990 | $ 1,902 | $ 3,159 |
Cash received from RSU grants and options exercised | 1 | 3 | 2 |
Research and development [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total stock-based compensation expense | 290 | 392 | 785 |
Manufacturing and production [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total stock-based compensation expense | 111 | 159 | 229 |
General and administrative [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total stock-based compensation expense | $ 589 | $ 1,351 | $ 2,145 |
Stock Based Compensation - Su48
Stock Based Compensation - Summary of Stock Option Transactions under Company's Stock Incentive Plans (Detail) - $ / shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||
Shares Outstanding, Beginning Balance | 945,584 | 859,443 | 840,419 |
Shares, Granted | 339,975 | 235,675 | 188,961 |
Shares, Exercised | 0 | 0 | 0 |
Shares, Forfeited | (82,758) | (149,534) | (169,937) |
Shares Outstanding, Ending Balance | 1,202,801 | 945,584 | 859,443 |
Shares Vested and unvested options expected to vest as of December 31, 2016 | 1,166,012 | ||
Weighted Average Exercise Price, Beginning Balance | $ 23.27 | $ 26.58 | $ 31.50 |
Weighted Average Exercise Price, Granted | 3.51 | 10.06 | 13.99 |
Weighted Average Exercise Price, Exercised | 0 | 0 | 0 |
Weighted Average Exercise Price, Forfeited | 24.37 | 21.51 | 36.91 |
Weighted Average Exercise Price, Ending Balance | 17.61 | $ 23.27 | $ 26.58 |
Weighted Average Exercise Price, Vested and unvested options expected to vest as of December 31, 2016 | $ 18 |
Stock Based Compensation - Su49
Stock Based Compensation - Summary of Outstanding RSUs (Detail) - Restricted stock units (RSUs) [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares Unvested, Beginning Balance | 104,074 | ||
Shares, Granted | 0 | 78,843 | 82,800 |
Shares, Vested | (59,568) | ||
Shares, Cancelled | 0 | ||
Shares Unvested, Ending Balance | 44,506 | 104,074 | |
Weighted Average Grant-Date Fair Value per Share, Unvested, Beginning Balance | $ 12.55 | ||
Weighted Average Grant-Date Fair Value per Share, Granted | 0 | ||
Weighted Average Grant-Date Fair Value per Share, Vested | 13.43 | ||
Weighted Average Grant-Date Fair Value per Share, Cancelled | 0 | ||
Weighted Average Grant-Date Fair Value per Share, Unvested, Ending Balance | $ 11.38 | $ 12.55 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Operating Loss Carryforwards [Line Items] | ||||
Cumulative change in ownership | More than 50% occurs within a three-year period. | |||
Deferred tax assets | $ 112,647,000 | $ 120,798,000 | ||
Percentage of cumulative change in ownership | 50.00% | |||
Valuation allowance | $ 112,647,000 | 120,798,000 | ||
Net operating loss carryforwards related to windfall tax benefits | 1,600,000 | |||
Gross unrecognized tax benefits | 17,545,000 | 4,340,000 | $ 582,000 | $ 0 |
Accrual for interest or penalties | 0 | 0 | ||
Interest or penalties expense | $ 0 | 0 | $ 0 | |
Tax year open to examination | 1,998 | |||
Domestic Tax Authority [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | $ 101,200,000 | |||
Research and development credits and other tax credits | 12,200,000 | |||
Net operating loss carryforwards | 315,900,000 | 311,300,000 | ||
Federal research and development credit and orphan drug credit carryforwards | $ 26,300,000 | 26,300,000 | ||
Domestic Tax Authority [Member] | Earliest Tax Year [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carryforwards, expiration year | 2,018 | |||
Federal research and development credit and orphan drug credit carryforwards, expiration year | 2,018 | |||
Domestic Tax Authority [Member] | Latest Tax Year [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carryforwards, expiration year | 2,036 | |||
Federal research and development credit and orphan drug credit carryforwards, expiration year | 2,033 | |||
State and Local Jurisdiction [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carryforwards | $ 269,500,000 | 272,800,000 | ||
Federal research and development credit and orphan drug credit carryforwards | $ 8,800,000 | $ 8,800,000 | ||
State and Local Jurisdiction [Member] | Earliest Tax Year [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carryforwards, expiration year | 2,017 | |||
State and Local Jurisdiction [Member] | Latest Tax Year [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carryforwards, expiration year | 2,036 |
Income Taxes - Summary of Defer
Income Taxes - Summary of Deferred Tax Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Income Tax Disclosure [Abstract] | ||
Net operating losses | $ 83,954 | $ 83,143 |
Credit carryovers | 9,952 | 19,903 |
Depreciation and amortization | 15,278 | 13,944 |
Accruals and reserves | 701 | 609 |
Capital loss carryover | 85 | 85 |
Other | 2,677 | 3,114 |
Total deferred tax assets | 112,647 | 120,798 |
Less valuation allowance | (112,647) | (120,798) |
Net deferred tax assets | $ 0 | $ 0 |
Income Taxes - Reconciliation B
Income Taxes - Reconciliation Between Provision for Income Taxes and Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Computed “expected” tax benefit | $ (3,051) | $ (3,152) | $ (5,607) |
State income taxes, net of federal benefit | (534) | 0 | (444) |
Tax effect of: | |||
Change in valuation allowance | (8,148) | (4,069) | 5,102 |
Rate change | 0 | 3,524 | 0 |
Expiration of prior year credits and net operating losses | 692 | 786 | 675 |
Stock compensation | 491 | 376 | 274 |
Uncertain tax positions | 11,128 | 3,074 | 0 |
Other | (578) | (539) | 0 |
Provision for income taxes | $ 0 | $ 0 | $ 0 |
Income Taxes - Summary of Activ
Income Taxes - Summary of Activity Related to Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Beginning balance | $ 4,340 | $ 582 | $ 0 |
Increases related to prior year tax positions | 12,332 | 3,758 | 0 |
Increases related to current year tax positions | 873 | 0 | 582 |
Ending balance | $ 17,545 | $ 4,340 | $ 582 |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Compensation And Retirement Disclosure [Abstract] | |||
Company's contributions towards employee benefit plan | $ 0.1 | $ 0.1 | $ 0.1 |
Summary of (Unaudited) Quarte55
Summary of (Unaudited) Quarterly Financial Information - Summary of Company's (Unaudited) Quarterly Results of Operations (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Total revenues | $ 3,163 | $ 2,642 | $ 4,122 | $ 4,604 | $ 6,813 | $ 5,017 | $ 4,176 | $ 4,944 | $ 14,531 | $ 20,950 | $ 15,217 |
Total operating expenses | 5,938 | 5,213 | 5,443 | 7,114 | 9,235 | 5,350 | 6,968 | 8,801 | 23,708 | 30,354 | 31,843 |
Net income (loss) | $ (2,772) | $ (2,523) | $ (1,255) | $ (2,423) | $ (2,355) | $ (300) | $ (2,762) | $ (3,821) | $ (8,973) | $ (9,238) | $ (16,492) |
Basic and diluted net loss per share | $ (0.25) | $ (0.24) | $ (0.14) | $ (0.26) | $ (0.26) | $ (0.03) | $ (0.30) | $ (0.42) | $ (0.90) | $ (1.01) | $ (1.86) |