Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Feb. 28, 2018 | Jun. 30, 2017 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | CTIC | ||
Entity Registrant Name | CTI BIOPHARMA CORP | ||
Entity Central Index Key | 891,293 | ||
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 | Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 57,982,860 | ||
Entity Public Float | $ 88,062,209 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 27,218 | $ 44,002 |
Restricted cash | 16,000 | 0 |
Accounts receivable | 4 | 378 |
Receivable from collaborative arrangements | 1,278 | 7,778 |
Inventory, net | 550 | 1,525 |
Prepaid expenses and other current assets | 1,874 | 2,141 |
Total current assets | 46,924 | 55,824 |
Property and equipment, net | 2,365 | 3,023 |
Other assets | 5,597 | 4,996 |
Total assets | 54,886 | 63,843 |
Current liabilities: | ||
Accounts payable | 2,588 | 7,227 |
Accrued expenses | 13,890 | 24,765 |
Current portion of deferred revenue | 912 | 103 |
Current portion of long-term debt | 444 | 7,949 |
Other current liabilities | 1,424 | 602 |
Total current liabilities | 19,258 | 40,646 |
Deferred revenue, less current portion | 494 | 514 |
Long-term debt, less current portion | 13,575 | 11,311 |
Other liabilities | 5,469 | 3,615 |
Total liabilities | 38,796 | 56,086 |
Commitments and contingencies | ||
Shareholders' equity: | ||
Preferred stock, no par value: Authorized shares - 33,333, Series N-3 Preferred Stock, $2,000 stated value per share, 22,500 shares designated, 575 and 0 shares issued and outstanding as of December 31, 2017 and 2016, respectively | 1,090 | 0 |
Common stock, no par value: Authorized shares - 81,500,000 and 41,500,000 at December 31, 2017 and 2016, respectively, Issued and outstanding shares - 42,969,494 and 28,228,602 at December 31, 2017 and 2016, respectively | 2,222,341 | 2,170,300 |
Accumulated other comprehensive loss | (6,272) | (6,655) |
Accumulated deficit | (2,195,346) | (2,150,326) |
Total CTI shareholders' equity | 21,813 | 13,319 |
Noncontrolling interest | (5,723) | (5,562) |
Total shareholders' equity | 16,090 | 7,757 |
Total liabilities and shareholders' equity | $ 54,886 | $ 63,843 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
N-3 Preferred stock authorized (in shares) | 33,333 | 33,333 |
Common stock authorized (in shares) | 81,500,000 | 41,500,000 |
Common stock issued (in shares) | 42,969,494 | 28,228,602 |
Common stock outstanding (in shares) | 42,969,494 | 28,228,602 |
Series N-3 Preferred Stock | ||
N-3 Preferred stock stated value (in USD per share) | $ 2,000 | $ 2,000 |
N-3 Preferred stock designated (in shares) | 22,500 | 22,500 |
N-3 Preferred stock issued (in shares) | 575 | 0 |
N-3 Preferred stock outstanding (in shares) | 575 | 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenues: | |||
Product sales, net | $ 853 | $ 4,127 | $ 3,472 |
License and contract revenue | 24,293 | 53,278 | 12,644 |
Total revenues | 25,146 | 57,405 | 16,116 |
Operating costs and expenses: | |||
Cost of product sold | 364 | 1,377 | 1,940 |
Research and development | 32,866 | 64,961 | 76,627 |
Selling, general and administrative | 31,435 | 45,306 | 53,962 |
Other operating (income) expense, net | 0 | (5,077) | 253 |
Total operating costs and expenses, net | 64,665 | 106,567 | 132,782 |
Loss from operations | (39,519) | (49,162) | (116,666) |
Non-operating expense: | |||
Interest expense | (1,872) | (2,614) | (2,104) |
Amortization of debt discount and issuance costs | (163) | (214) | (390) |
Foreign exchange gain (loss) | 817 | (484) | (703) |
Other non-operating expense | (94) | (479) | (900) |
Total non-operating expense, net | (1,312) | (3,791) | (4,097) |
Net loss before noncontrolling interest | (40,831) | (52,953) | (120,763) |
Noncontrolling interest | 161 | 944 | 1,341 |
Net loss attributable to CTI | (40,670) | (52,009) | (119,422) |
Deemed dividends on preferred stock | (4,350) | 0 | (3,200) |
Net loss attributable to common shareholders | $ (45,020) | $ (52,009) | $ (122,622) |
Basic and diluted net loss per common share (in USD per share) | $ (1.24) | $ (1.86) | $ (6.51) |
Shares used in calculation of basic and diluted net loss per common share (in shares) | 36,445 | 27,948 | 18,837 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss before noncontrolling interest | $ (40,831) | $ (52,953) | $ (120,763) |
Other comprehensive income (loss): | |||
Foreign currency translation adjustments | (3,927) | 947 | 2,160 |
Unrealized foreign exchange gain (loss) on intercompany balance | 4,303 | (1,162) | (2,585) |
Other-than-temporary impairment on available-for-sale securities | 0 | 520 | 0 |
Net unrealized income (loss) on securities available-for-sale | 7 | (8) | (28) |
Other comprehensive income (loss) | 383 | 297 | (453) |
Comprehensive loss | (40,448) | (52,656) | (121,216) |
Comprehensive loss attributable to noncontrolling interest | 161 | 944 | 1,341 |
Comprehensive loss attributable to CTI | $ (40,287) | $ (51,712) | $ (119,875) |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Preferred Stock | Common Stock | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interest | Series N-1 Preferred Stock | Series N-1 Preferred StockPreferred Stock | Series N-1 Preferred StockCommon Stock | Series N-2 Preferred Stock | Series N-2 Preferred StockPreferred Stock | Series N-2 Preferred StockCommon Stock | Series N-3 Preferred Stock | Series N-3 Preferred StockPreferred Stock | Series N-3 Preferred StockCommon Stock |
Beginning Balance (in shares) at Dec. 31, 2014 | 0 | 17,676,000 | |||||||||||||
Beginning Balance at Dec. 31, 2014 | $ 38,478 | $ 0 | $ 2,023,949 | $ (1,975,695) | $ (6,499) | $ (3,277) | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Stock Issued (in shares) | 1,000,000 | 50,000 | 55,000 | ||||||||||||
Stock Issued | 15,147 | $ 15,147 | $ 46,611 | $ 46,611 | $ 52,409 | $ 52,409 | |||||||||
Conversion of preferred stock to common stock (in shares) | (50,000) | 4,000,000 | (55,000) | 5,000,000 | |||||||||||
Conversion of preferred stock to common stock | 0 | $ (46,611) | $ 46,611 | $ 0 | $ (52,409) | $ 52,409 | |||||||||
Value of beneficial conversion features related to preferred stock | 3,200 | 3,200 | |||||||||||||
Expiry of exercise price provision features related to common stock purchase warrant | 150 | $ 150 | |||||||||||||
Equity-based compensation (in shares) | 393,000 | ||||||||||||||
Equity-based compensation | 14,828 | $ 14,828 | |||||||||||||
Stock option exercises (in shares) | 8,000 | ||||||||||||||
Stock option exercises | 156 | $ 156 | |||||||||||||
Noncontrolling interest | (1,341) | (1,341) | |||||||||||||
Expiry of mezzanine equity | 1,445 | $ 1,445 | |||||||||||||
Other (in shares) | (31,000) | ||||||||||||||
Other | (595) | $ (595) | |||||||||||||
Deemed dividends on preferred stock | (3,200) | (3,200) | $ (3,200) | ||||||||||||
Net loss for the year ended | (119,422) | (119,422) | |||||||||||||
Other comprehensive income (loss) | (453) | (453) | |||||||||||||
Ending Balance (in shares) at Dec. 31, 2015 | 0 | 28,046,000 | |||||||||||||
Ending Balance at Dec. 31, 2015 | 47,413 | $ 0 | $ 2,157,300 | (2,098,317) | (6,952) | (4,618) | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Equity-based compensation (in shares) | 207,000 | ||||||||||||||
Equity-based compensation | 13,324 | $ 13,324 | |||||||||||||
Noncontrolling interest | (944) | (944) | |||||||||||||
Other (in shares) | (24,000) | ||||||||||||||
Other | (324) | $ (324) | |||||||||||||
Deemed dividends on preferred stock | 0 | ||||||||||||||
Net loss for the year ended | (52,009) | (52,009) | |||||||||||||
Other comprehensive income (loss) | 297 | 297 | |||||||||||||
Ending Balance (in shares) at Dec. 31, 2016 | 0 | 28,229,000 | |||||||||||||
Ending Balance at Dec. 31, 2016 | 7,757 | $ 0 | $ 2,170,300 | (2,150,326) | (6,655) | (5,562) | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Stock Issued (in shares) | 22,500 | ||||||||||||||
Stock Issued | $ 42,669 | $ 42,669 | |||||||||||||
Conversion of preferred stock to common stock (in shares) | (21,900) | 14,616,000 | |||||||||||||
Conversion of preferred stock to common stock | 0 | $ (41,579) | $ 41,579 | ||||||||||||
Value of beneficial conversion features related to preferred stock | 4,350 | 4,350 | |||||||||||||
Issuance of warrants | 470 | $ 470 | |||||||||||||
Equity-based compensation (in shares) | 150,000 | ||||||||||||||
Equity-based compensation | 5,746 | $ 5,746 | |||||||||||||
Noncontrolling interest | (161) | (161) | |||||||||||||
Other (in shares) | (26,000) | ||||||||||||||
Other | (104) | $ (104) | |||||||||||||
Deemed dividends on preferred stock | (4,350) | (4,350) | $ (4,400) | ||||||||||||
Net loss for the year ended | (40,670) | (40,670) | |||||||||||||
Other comprehensive income (loss) | 383 | 383 | |||||||||||||
Ending Balance (in shares) at Dec. 31, 2017 | 600 | 42,969,000 | |||||||||||||
Ending Balance at Dec. 31, 2017 | $ 16,090 | $ 1,090 | $ 2,222,341 | $ (2,195,346) | $ (6,272) | $ (5,723) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Operating activities | |||
Net loss before noncontrolling interest | $ (40,831) | $ (52,953) | $ (120,763) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Baxalta milestone revenue | 0 | (32,000) | 0 |
Share-based compensation expense | 5,746 | 13,324 | 14,828 |
Depreciation and amortization | 717 | 831 | 990 |
Loss on debt extinguishment | 163 | 0 | 1,211 |
Loss on sublease | 1,584 | 0 | 0 |
Provision for bad debts | 0 | 1,735 | 0 |
Reserve for excess, obsolete or unsalable inventory | 0 | 692 | 1,326 |
Other-than-temporary impairment on available-for-sale securities | 0 | 520 | 0 |
Noncash interest expense | 163 | 214 | 390 |
Noncash rent benefit | (648) | (467) | (409) |
Change in value of warrant liability | 0 | 0 | (232) |
Other | (18) | 0 | 0 |
Changes in operating assets and liabilities: | |||
Accounts receivable | 402 | (156) | 1,555 |
Receivable from collaborative arrangements | 6,579 | (9,476) | 0 |
Inventory | 1,120 | 567 | (402) |
Prepaid expenses and other current assets | 326 | 1,609 | (402) |
Other assets | 63 | 355 | 826 |
Accounts payable | (4,730) | (3,025) | 4,368 |
Accrued expenses | (11,096) | 2,620 | 2,426 |
Deferred revenue | 790 | (1,071) | (918) |
Other liabilities | 374 | 1 | 3 |
Total adjustments | 1,535 | (23,727) | 25,560 |
Net cash used in operating activities | (39,296) | (76,680) | (95,203) |
Investing activities | |||
Purchases of property and equipment | (49) | (137) | (78) |
Other | 11 | 0 | 0 |
Net cash used in investing activities | (38) | (137) | (78) |
Financing activities | |||
Proceeds from common stock offering, net of issuance costs | 0 | 0 | 15,147 |
Repayment of Hercules debt | (19,548) | (5,452) | (4,659) |
Payment of a Hercules fee | 0 | (1,275) | 0 |
Payment of tax withholding obligations related to stock compensation | (87) | (355) | (604) |
Other | (26) | 30 | 165 |
Net cash provided by (used in) financing activities | 38,979 | (7,366) | 152,017 |
Effect of exchange rate changes on cash and cash equivalents | (429) | 3 | 513 |
Net (decrease) increase in cash, cash equivalents and restricted cash | (784) | (84,180) | 57,249 |
Cash, cash equivalents and restricted cash at beginning of year | 44,002 | 128,182 | 70,933 |
Cash, cash equivalents and restricted cash at end of year | 43,218 | 44,002 | 128,182 |
Supplemental disclosure of cash flow information | |||
Cash paid during the period for interest | 1,970 | 4,446 | 2,067 |
Supplemental disclosure of noncash financing and investing activities | |||
Repayment and issuance of Hercules debt | 0 | 0 | 13,815 |
Baxalta milestone advance - earned in lieu of repayment | 0 | 32,000 | 0 |
Debt issuance costs included in accounts payable and accrued expenses | 79 | 0 | 0 |
Baxalta | |||
Financing activities | |||
Proceeds from debt, net of issuance costs | 0 | 0 | 31,922 |
Silicon Valley Bank | |||
Financing activities | |||
Proceeds from debt, net of issuance costs | 15,971 | 0 | 0 |
Hercules | |||
Financing activities | |||
Proceeds from debt, net of issuance costs | 0 | 0 | 10,820 |
Series 21 Preferred Stock | |||
Financing activities | |||
Proceeds from issuance of preferred stock, net of issuance costs | 0 | 0 | (227) |
Series N-1 Preferred Stock | |||
Financing activities | |||
Proceeds from issuance of preferred stock, net of issuance costs | 0 | (37) | 46,653 |
Supplemental disclosure of noncash financing and investing activities | |||
Conversion of preferred stock to common stock | 0 | 0 | 46,611 |
Series N-2 Preferred Stock | |||
Financing activities | |||
Proceeds from issuance of preferred stock, net of issuance costs | 0 | (277) | 52,800 |
Supplemental disclosure of noncash financing and investing activities | |||
Conversion of preferred stock to common stock | 0 | 0 | 52,409 |
Series N-3 Preferred Stock | |||
Financing activities | |||
Proceeds from issuance of preferred stock, net of issuance costs | 42,669 | 0 | 0 |
Supplemental disclosure of noncash financing and investing activities | |||
Conversion of preferred stock to common stock | $ 41,579 | $ 0 | $ 0 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Description of Business and Summary of Significant Accounting Policies | 1. Description of Business and Summary of Significant Accounting Policies CTI BioPharma Corp., together with its wholly-owned subsidiaries, also referred to collectively in this Annual Report on Form 10-K as “we,” “us,” “our,” the “Company” and “CTI”, is a biopharmaceutical company focused on the acquisition, development and commercialization of novel targeted therapies covering a spectrum of blood-related cancers that offer a unique benefit to patients and health care providers. Our goal is to build a profitable company by generating income from products we develop and commercialize, either alone or with partners. We are currently concentrating our efforts on treatments that target blood-related cancers where there is an unmet medical need. In particular, we are primarily focused on evaluating pacritinib for the treatment of adult patients with myelofibrosis and the further development of PIXUVRI worldwide, for which our partners Les Laboratoires Servier and Institut de Recherches Internationales Servier, or collectively Servier, have commercialization rights outside the United States, or the U.S. We operate in a highly regulated and competitive environment. The manufacturing and marketing of pharmaceutical products requires approval from, and is subject to, ongoing oversight by the Food and Drug Administration, or the FDA, in the United States, or the U.S., the European Medicines Agency, or the EMA, in the European Union, or the E.U., and comparable agencies in other countries. Obtaining approval for a new therapeutic product is never certain, may take many years and may involve expenditure of substantial resources. Principles of Consolidation The accompanying consolidated financial statements include the accounts of CTI and its wholly-owned subsidiaries, which include CTI Life Sciences Limited, or CTILS. We also retain ownership of our branch, CTI BioPharma Corp.- Sede Secondaria, or CTI (Europe) which has ceased operations. Systems Medicine LLC, a wholly-owned subsidiary, was included in the consolidated financial statements until dissolution in December 2017. As of December 31, 2017 , we also had an approximately 60% interest in our majority-owned subsidiary, Aequus Biopharma, Inc., or Aequus. The remaining interest in Aequus not held by CTI is reported as noncontrolling interest in the consolidated financial statements. All intercompany transactions and balances are eliminated in consolidation. Reverse Stock Split On January 1, 2017, we effected a one-for- ten reverse stock split, or the Stock Split. Unless otherwise noted, all impacted amounts included in the consolidated financial statements and notes thereto have been retroactively adjusted for the Stock Split. Unless otherwise noted, impacted amounts include shares of common stock authorized and outstanding, share issuances and cancellations, shares underlying warrants and stock options, shares reserved, conversion prices of convertible securities, exercise prices of warrants and options, and loss per share. Additionally, the Stock Split impacted preferred stock authorized (but not outstanding because there were no shares of preferred stock outstanding as of the time of the Stock Split). Liquidity The accompanying consolidated financial statements have been prepared assuming that we will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business within one year after the date the consolidated financial statements are issued. In accordance with Financial Accounting Standards Board, or the FASB, Accounting Standards Update No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40) , our management evaluates whether there are conditions or events, considered in aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after the date that the financial statements are issued. We will need to continue to conduct research, development, testing and regulatory compliance activities with respect to our compounds and ensure the procurement of manufacturing and drug supply services, the costs of which, together with projected general and administrative expenses, is expected to result in operating losses for the foreseeable future. In October 2016, we resumed primary responsibility for the development and commercialization of pacritinib as a result of the termination of the Pacritinib License Agreement with Baxalta Incorporated and its affiliates, or Baxalta, and are no longer eligible to receive cost sharing or milestone payments for pacritinib's development. We have incurred a net operating loss every year since our formation. As of December 31, 2017 , we had an accumulated deficit of $2.2 billion , and we expect to incur net losses for the foreseeable future. Our available cash, cash equivalents and restricted cash were $43.2 million as of December 31, 2017 . In February 2018 , as discussed in Note 21. Subsequent Events, we completed the public offering of common stock and received approximately $64.2 million in net proceeds after deducting underwriting discounts, commissions and other estimated offering expenses. In addition, we received a $10.0 million milestone payment from Teva Pharmaceutical Industries Ltd. relating to the achievement of a milestone for FDA approval of TRISENOX for first line treatment of acute promyelocytic leukemia. We believe that our present financial resources, together with payments projected to be received under certain contractual agreements and our ability to control costs, will be sufficient to fund our operations at least through the next twelve months from the date these financial statements were issued. We previously disclosed that we had substantial doubt about our ability to continue as a going concern, which was primarily due to lack of liquidity. This has since been alleviated as a result of the proceeds we received from the public offering of common stock as well as the milestone payment. We may need to acquire additional funds in order to develop our business. We may seek to raise such capital through public or private equity financings, partnerships, collaborations, joint ventures, disposition of assets, debt financings or restructurings, bank borrowings or other sources of financing. However, we have a limited number of authorized shares of common stock available for issuance and additional funding may not be available on favorable terms or at all. If additional funds are raised by issuing equity securities, substantial dilution to existing shareholders may result. If we fail to obtain additional capital when needed, our ability to operate as a going concern will be harmed, and we may be required to delay, scale back or eliminate some or all of our research and development programs, reduce our selling, general and administrative expenses, be unable to attract and retain highly-qualified personnel, be unable to obtain and maintain contracts necessary to continue our operations and at affordable rates with competitive terms, refrain from making our contractually required payments when due (including debt payments) and/or may be forced to cease operations, liquidate our assets and possibly seek bankruptcy protection. The accompanying consolidated consolidated financial statements do not include adjustments, if any, that may result from the outcome of this uncertainty. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. For example, estimates include assumptions used in calculating reserves for sales deductions such as rebates and returns of product sold, allowances for credit losses, and excess and obsolete inventory, recording share-based compensation expense, accruals, the allocation of operating expenses, provision for loss contingencies, the fair value of financial instruments, our tax provision and related valuation allowance, and determining the useful lives of fixed assets and potential impairment of long-lived assets. Actual results could differ from those estimates. Certain Risks, Uncertainties and Concentrations Our results of operations are subject to foreign currency exchange rate fluctuations primarily due to our activity in Europe. We report the results of our operations in U.S. dollars, while the functional currency of our foreign subsidiaries is the euro. As the net positions of our unhedged foreign currency transactions fluctuate, our earnings might be negatively affected. In addition, the reported carrying value of our euro-denominated assets and liabilities that remain in our European branches and subsidiaries will be affected by fluctuations in the value of the U.S. dollar as compared to the euro. We review our foreign currency risk periodically along with hedging options to mitigate such risk. We source our drug products for clinical trials from a concentrated group of third-party contractors. If we are unable to obtain sufficient quantities of source materials, manufacture or distribute our products to customers from existing suppliers and service providers, or obtain the materials or services from other suppliers, manufacturers or distributors, certain research and development and sales activities may be delayed. Additionally, see Note 15. Customer and Geographic Concentrations for further concentration disclosure. Cash and Cash Equivalents We consider all highly liquid debt instruments with maturities of three months or less at the time acquired to be cash equivalents. Cash equivalents represent short-term investments consisting of investment-grade corporate and government obligations, carried at cost, which approximates market value. We had no cash equivalents as of December 31, 2017 . Restricted Cash Restricted cash represents a legally restricted deposit held as a compensating balance against our senior secured term loan with Silicon Valley Bank, or SVB. Pursuant to the loan and security agreement entered into with SVB in November 2017, we were required to maintain unrestricted and unencumbered cash in an amount equal to at least $16.0 million at all times prior to the occurrence of an event relating to the delivery to SVB of duly executed signatures to a control agreement from Bank of America with respect to all of our accounts maintained with Bank of America. In January 2018, we obtained a waiver from SVB for such requirement and as a result, we no longer have restrictions placed on the cash balance. See Note 7. Long-term Debt for further details regarding our senior secured term loan with SVB. The following table provides reconciliations of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statements of cash flows. December 31, 2017 December 31, 2016 December 31, 2015 Cash and cash equivalents $ 27,218 $ 44,002 $ 128,182 Restricted cash 16,000 — — Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows $ 43,218 $ 44,002 $ 128,182 Receivables from Collaborative Arrangements Our receivables from collaborative arrangements relate to amounts payable or reimbursable to us under the terms of collaborative arrangements with our partners. The receivable balance as of December 31, 2017 relates primarily to the sale of PIXUVRI drug product to Servier. The receivable balance as of December 31, 2016 relates primarily to a milestone receivable from Servier for the attainment of a certain enrollment event in December 2016 in connection with our PIX306 study. Receivables from collaborative arrangements are reviewed for collectability whenever circumstances indicate that the carrying amount of the receivable may not be recoverable. During the year ended December 31, 2016 , we recorded $1.7 million in bad debt expense related to disputed invoices under the collaborative arrangement with Baxalta. We had no allowance for doubtful accounts from collaborative arrangements as of December 31, 2017 and 2016 . Value Added Tax Receivable Our European operations are subject to a value added tax, or VAT, which is usually applied to all goods and services purchased and sold throughout Europe. The VAT receivable was approximately $4.8 million and $4.4 million as of December 31, 2017 and 2016 , respectively, of which $4.7 million and $4.1 million was included in other assets and $0.1 million and $0.3 million was included in prepaid expenses and other current assets as of December 31, 2017 and 2016 , respectively. The collection period of VAT receivable for our European operations ranges from approximately three months to five years. For our Italian VAT receivable, the collection period is approximately three to five years. As of December 31, 2017 , the VAT receivable related to operations in Italy was approximately $4.8 million . We review our VAT receivable balance for impairment whenever events or changes in circumstances indicate the carrying amount might not be recoverable. Inventory We carry inventory at the lower of cost or net realizable value. The cost of finished goods and work in process is determined using the standard-cost method, which approximates actual cost based on a first-in, first-out method. Inventory includes the cost of materials, third-party contract manufacturing and overhead costs, quality control costs and shipping costs from the manufacturers to the final distribution warehouse associated with the distribution of PIXUVRI. Production costs for our other product candidates continue to be charged to research and development expense as incurred prior to regulatory approval or until our estimate for regulatory approval becomes probable. We review our inventories on a quarterly basis for impairment and reserves are established when necessary. Estimates of excess inventory consider our projected sales of the product and the remaining shelf lives of product. In the event we identify excess, obsolete or unsalable inventory, the value is written down to the net realizable value. We had a reserve of $1.4 million and $1.5 million related to excess, obsolete or unsalable inventory as of December 31, 2017 and 2016 , respectively, which was included in Inventory, net. Inventory, net as of December 31, 2017 is comprised of bulk active pharmaceutical ingredient which we expect to be salable to Servier under the terms of the Restated Agreement and to future emerging markets. Property and Equipment Property and equipment are carried at cost, less accumulated depreciation and amortization. Depreciation commences at the time assets are placed in service. We calculate depreciation using the straight-line method over the estimated useful lives of the assets ranging from three to five years for assets other than leasehold improvements. We amortize leasehold improvements over the lesser of their useful life of 10 years or the term of the applicable lease. Impairment of Long-lived Assets We review our long-lived assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. Each impairment test is based on a comparison of the undiscounted future cash flows to the recorded value of the asset. If an impairment is indicated, the asset is written down to its estimated fair value based on fair market values. Leases We analyze leases at the inception of each agreement for classification as either an operating or capital lease. Certain of our lease agreement terms include rent holidays, rent escalation clauses and incentives for leasehold improvements. We recognize deferred rent relating to incentives for rent holidays and leasehold improvements and amortize the deferred rent over the term of the leases as a reduction of rent expense. For rent escalation clauses, we recognize rent expense equal to the amount of total minimum lease payments on a straight-line basis over the term of the lease. A deferred liability recognized in connection with the December 2017 sublease arrangement is amortized over the term of the sublease as a reduction of rent expense. Fair Value Measurement Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Fair value measurements are based on a three-tier hierarchy that prioritizes the inputs used to measure fair value. There are three levels of inputs used to measure fair value with Level 1 having the highest priority and Level 3 having the lowest: Level 1 – Observable inputs, such as unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 - Observable inputs other than Level 1 inputs, such as quoted prices for similar assets or liabilities, or other inputs that are observable directly or indirectly. Level 3 - Unobservable inputs that are supported by little or no market activity, requiring an entity to develop its own assumptions. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. At December 31, 2017 and 2016 , the carrying value of financial instruments such as receivables and payables approximated their fair values due to their short-term maturities. The carrying value of our long-term debt approximated its fair value at December 31, 2017 and 2016 based on borrowing rates for similar loans and maturities. Contingencies We record liabilities associated with loss contingencies to the extent that we conclude that the occurrence of the contingency is probable and that the amount of the related loss is reasonably estimable. We record income from gain contingencies only upon the realization of assets resulting from the favorable outcome of the contingent event. See Note 11. Collaboration, Licensing and Milestone Agreements and Note 18. Legal Proceedings for further information regarding our current gain and loss contingencies. Revenue Recognition We currently have conditional marketing authorization for PIXUVRI in the E.U. Revenue is recognized when there is persuasive evidence of the existence of an agreement, delivery has occurred, prices are fixed or determinable, and collectability is assured. Where the revenue recognition criteria are not met, we defer the recognition of revenue by recording deferred revenue until such time that all criteria under the provision are met. Product Sales PIXUVRI was sold primarily through a limited number of wholesale distributors. We generally record product sales upon receipt of the product by the health care providers and certain distributors at which time title and risk of loss pass. Product sales are recorded net of distributor discounts, estimated government-mandated rebates, trade discounts, and estimated product returns. Reserves are established for these deductions and actual amounts incurred are offset against the applicable reserves. We reflect these reserves as either a reduction in the related account receivable or as an accrued liability depending on the nature of the sales deduction. These estimates are periodically reviewed and adjusted as necessary. As of April 2017, Servier has the exclusive and sublicensable (subject to certain conditions) royalty-bearing license with respect to the development and commercialization of PIXUVRI for use in pharmaceutical products, or Licensed Products, outside of the U.S. (and its territories and possessions). As a result, we no longer have product sales. See Note 11. Collaboration, Licensing and Milestone Agreements for further details. Collaboration Agreements We evaluate collaboration agreements to determine whether the multiple elements and associated deliverables can be considered separate units of accounting in accordance with Accounting Standards Codification, or ASC, 605-25, Revenue Recognition — Multiple-Element Arrangements. If it is determined that the deliverables under the collaboration agreement are a single unit of accounting, all amounts received or due, including any upfront payments, are recognized as revenue over the performance obligation periods of each agreement. Upon the completion of the performance obligation, such amounts will be recognized as revenue when collectability is reasonably assured. The assessment of multiple element arrangements requires judgment in order to determine the allocation of revenue to each deliverable and the appropriate point in time, or period of time, that revenue should be recognized. In order to account for these agreements, we identify deliverables included within the agreement and evaluate which deliverables represent separate units of accounting based on whether certain criteria are met, including whether the delivered element has standalone value to the collaborator. 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. Milestone payments under collaboration agreements are generally aggregated into three categories for reporting purposes: (1) development milestones, (2) regulatory milestones and (3) sales milestones. Development milestones are typically payable when a product candidate initiates or advances into different clinical trial phases. Regulatory milestones are typically payable (1) upon submission for marketing approval with the FDA or with the regulatory authorities of other countries, and (2) upon receipt of actual marketing approvals for the compound or for additional indications. Sales milestones are typically payable when annual sales reach certain levels. At the inception of each agreement that includes milestone payments, we evaluate whether each milestone is substantive and at risk to both parties on the basis of the contingent nature of the milestone. This evaluation includes an assessment of whether (1) the consideration is commensurate with either (a) the entity's performance to achieve the milestone, or (b) 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. We evaluate factors such as the scientific, regulatory, commercial and other risks that must be overcome to achieve the respective milestone, the level of effort and investment required to achieve the respective milestone and whether the milestone consideration is reasonable relative to all deliverables and payment terms in the arrangement in making this assessment. Non-refundable development and regulatory milestones that are expected to be achieved as a result of our efforts during the period of substantial involvement are considered substantive and are recognized as revenue upon the achievement of the milestone, assuming all other revenue recognition criteria are met. We follow ASC 605-25, Revenue Recognition – Multiple-Element Arrangements and ASC 808, Collaborative Arrangements , if applicable, to determine the accounting for reimbursement arrangements under collaborative research and development and commercialization agreements. Cost of Product Sold Cost of product sold includes third-party manufacturing costs, shipping costs, contractual royalties, and other costs of PIXUVRI product sold. Cost of product sold also includes allowances, if any, for excess inventory that may expire and become unsalable. Research and Development Expenses Research and development costs are expensed as incurred in accordance with the FASB ASC 730, Research and Development . Research and development expenses include related salaries and benefits, clinical trial and related manufacturing costs, contract and other outside service fees, and facilities and overhead costs related to our research and development efforts. Research and development expenses also consist of costs incurred for proprietary and collaboration research and development and include activities such as product registries and investigator-sponsored trials. In instances where we enter into agreements with third parties for research and development activities, we may prepay fees for services at the initiation of the contract. We record the prepayment as a prepaid asset and amortize the asset into research and development expense over the period of time the contracted research and development services are performed. Other types of arrangements with third parties may be fixed fee or fee for service, and may include monthly payments or payments upon completion of milestones or receipt of deliverables. We expense upfront license payments related to acquired technologies that have not yet reached technological feasibility and have no alternative future use. Foreign Currency Translation and Transaction Gains and Losses We record foreign currency translation adjustments and transaction gains and losses in accordance with ASC 830, Foreign Currency Matters. For our operations that have a functional currency other than the U.S. dollar, gains and losses resulting from the translation of the functional currency into U.S. dollars for financial statement presentation are not included in determining net loss, but are accumulated in the cumulative foreign currency translation adjustment account as a separate component of shareholders’ equity, except for intercompany transactions that are of a short-term nature with entities that are consolidated, combined or accounted for by the equity method in our consolidated financial statements. We and our subsidiaries also have transactions in foreign currencies other than the functional currency. We record transaction gains and losses in our consolidated statements of operations related to the recurring measurement and settlement of such transactions. The intercompany balance due from CTILS is considered to be of a long-term nature. An unrealized foreign exchange gain of $4.3 million and unrealized foreign exchange losses of $1.2 million and $2.6 million were recorded in the cumulative foreign currency translation adjustment account for the years ended December 31, 2017 , 2016 and 2015 , respectively. As of December 31, 2017 and 2016 , the intercompany balance due from CTILS was €26.2 million and €29.7 million , respectively (or $31.4 million and $31.2 million upon conversion from euros as of December 31, 2017 and 2016 , respectively). Income Taxes We record a tax provision for the anticipated tax consequences of our results of operations. The provision for income taxes is computed using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, and for operating losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates in effect for the years in which those tax assets and liabilities are expected to be realized or settled. We provide a valuation allowance to reduce deferred tax assets to the amount that is more likely than not to be realized. Net Loss per Share Basic net loss per common share is calculated based on the net loss attributable to common shareholders divided by the weighted average number of shares outstanding for the period. The calculation of diluted net loss per common share excludes the potential conversion of all dilutive convertible securities, such as convertible debt and convertible preferred stock, using the if-converted method, and the potential exercise or vesting of other dilutive securities, such as options, warrants and restricted stock, using the treasury stock method, as their inclusion would have an anti-dilutive effect. Recently Adopted Accounting Standards In April 2015, the FASB issued a new accounting standard which changes the presentation of debt issuance costs in financial statements. Under the new standard, an entity presents such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs is reported as interest expense. The accounting standard is effective for annual reporting periods beginning after December 15, 2015 and interim periods beginning after December 15, 2016. The adoption of this guidance did not have a material impact on our consolidated financial statements. In July 2015, the FASB issued new accounting guidance on simplifying the measurement of inventory which requires that inventory within the scope of the guidance be measured at the lower of cost and net realizable value. Prior to the issuance of the standard, inventory was measured at the lower of cost or market (where market was defined as replacement cost, with a ceiling of net realizable value and floor of net realizable value less a normal profit margin). The accounting guidance is effective for annual reporting periods (including interim periods within those periods) beginning after December 15, 2016. The adoption of this standard did not have a material impact on our consolidated financial statements. In November 2015, the FASB issued new guidance on the balance sheet classification of deferred taxes. To simplify presentation, the new guidance requires that all deferred tax assets and liabilities, along with any related valuation allowance, be classified as noncurrent on the balance sheet . The accounting standard is effective for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2016. Early adoption is permitted. The adoption of this guidance did not have an impact on our consolidated financial statements. In August 2014, the FASB issued a new accounting standard which requires management to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern for each annual and interim reporting period and to provide related footnote disclosures in certain circumstances. The accounting standard is effective for annual reporting periods ending after December 15, 2016 and interim periods within annual periods beginning after December 15, 2016. Early adoption is permitted. The adoption of this standard in the fourth quarter of 2016 did not have a material impact on our consolidated financial statements. In March 2016, the FASB issued new accounting guidance for employee share-based payments accounting. The accounting standard primarily affects the accounting for forfeitures, minimum statutory tax withholding requirements, and income tax effects related to share-based payments at settlement (or expiration). The accounting guidance is effective for annual reporting periods beginning after December 15, 2016 (including interim periods within those periods). We have historically maintained a full valuation allowance against deferred tax assets. The adoption of this standard in the first quarter of 2017 did not have a material impact on our consolidated financial statements, and we will continue to estimate expected forfeitures. In November 2016, the FASB issued accounting guidance which amends ASC 230, Statement of Cash Flows, to add or clarify guidance on the classification and presentation of restricted cash in the statement of cash flows. The amendments require that restricted cash and restricted cash equivalents be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. Consequently, transfers between cash and restricted cash will not be presented as a separate line item in the operating, investing or financing sections of the cash flow statement. The guidance is effective for fiscal years beginning after December 15, 2017, including interim periods therein. The early adoption is permitted. The adoption of this standard did not have a material impact on our consolidated financial statements. Recently Issued Accounting Standards In May 2014, the FASB issued a comprehensive new standard which amends revenue recognition principles and |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Inventory | 2. Inventory The components of PIXUVRI inventories consisted of the following as of December 31, 2017 and 2016 (in thousands): 2017 2016 Finished goods $ 394 $ 477 Work-in-process 1,523 2,558 Inventory, gross $ 1,917 $ 3,035 Reserve for excess, obsolete or unsalable inventory $ (1,367 ) $ (1,510 ) Inventory, net $ 550 $ 1,525 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 3. Property and Equipment Property and equipment are composed of the following as of December 31, 2017 and 2016 (in thousands): 2017 2016 Furniture and office equipment $ 4,552 $ 6,521 Leasehold improvements 5,168 5,106 Lab equipment 209 201 9,929 11,828 Less: accumulated depreciation and amortization (7,564 ) (8,805 ) Property and equipment, net $ 2,365 $ 3,023 Depreciation expense for the years ended December 31, 2017 , 2016 and 2015 was $0.7 million , $0.8 million and $1.0 million , respectively. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | 4. Accrued Expenses Accrued expenses consisted of the following as of December 31, 2017 and 2016 (in thousands): 2017 2016 Clinical and investigator-sponsored trial expenses $ 5,019 $ 7,303 Employee compensation and related expenses 4,432 6,364 Manufacturing expenses 2,637 7,616 Legal expenses 537 1,037 Selling expenses 143 136 Insurance financing 575 888 Interest expenses 93 2 Other 454 1,419 Total accrued expenses $ 13,890 $ 24,765 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2017 | |
Leases [Abstract] | |
Leases | 5. Leases Lease Agreements In January 2012 , we entered into an operating lease agreement with Selig Holdings Company LLC to lease approximately 66,000 square feet of office space in Seattle, Washington for a term of 120 months , commencing May 1, 2012. We have two five -year options to extend the term of the lease at a market rate determined according to the lease. The initial rent amount was based on $27.00 per square foot per annum, but no payments were due during the initial five months of the lease term. Rent increases three percent over the prior year’s amount for each year thereafter for the duration of the lease. In addition, we were provided an allowance of $3.3 million for certain tenant improvements made by us. In December 2017 , we entered into an agreement to sublease approximately 44,000 square feet of our Seattle office space. No payments are due through May 2018, after which monthly rent is due through the sublease termination date in April 2022 . Monthly sublease rent increases by a minor amount each January 1. In connection with the sublease, we recognized a loss and a deferred liability of $1.6 million , representing future rental payments plus related expenses in excess of the future sublease payments to be received. The loss was recorded in Selling, general and administrative expense during the year ended December 31, 2017 . Other current liabilities and Other liabilities in the consolidated balance sheet include $0.8 million and $0.6 million , respectively, related to the sublease agreement as of December 31, 2017 . Rent expense, net of sublease-related income of $0.1 million for the year ended December 31, 2017 , amounted to $1.6 million , $2.0 million and $2.0 million for the years ended December 31, 2017 , 2016 and 2015 , respectively. Future Minimum Lease Payments Future minimum lease commitments for non-cancelable operating leases, net of sublease rentals, at December 31, 2017 were as follows (in thousands): Operating Sublease Leases Rentals Net 2018 $ 2,487 $ 771 $ 1,716 2019 2,532 1,365 1,167 2020 2,584 1,410 1,174 2021 2,580 1,454 1,126 2022 868 499 369 Thereafter — — — Total minimum lease commitments $ 11,051 $ 5,499 $ 5,552 |
Other Liabilities
Other Liabilities | 12 Months Ended |
Dec. 31, 2017 | |
Other Liabilities Disclosure [Abstract] | |
Other Liabilities | 6. Other Liabilities Other liabilities consisted of the following as of December 31, 2017 and 2016 (in thousands): 2017 2016 Deferred rent, less current portion $ 3,050 $ 3,011 Other long-term obligations 2,419 604 Total other liabilities $ 5,469 $ 3,615 Deferred rent, less current portion as of December 31, 2017 and 2016 includes amounts related to incentives for rent holidays and leasehold improvements associated with our operating lease for office space. In addition, deferred rent, less current portion as of December 31, 2017 includes $0.6 million of deferred liability related to the sublease of Seattle office space as discussed in Note 5. Leases . Other long-term obligations as of December 31, 2017 include a fee in the amount of $1.4 million payable to Silicon Valley Bank. See Note 7, Long-term Debt, for additional information. |
Long-term Debt
Long-term Debt | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Long-term Debt | 7. Long-term Debt Silicon Valley Bank In November 2017 , we entered into a Loan and Security Agreement with Silicon Valley Bank, or SVB, for a senior secured term loan of up to $18.0 million . The first $16.0 million of the term loan was funded in November 2017 , and the remaining $2.0 million is available at our option at any time from the occurrence of the Milestone Event (as defined below) through July 31, 2018 , subject to the satisfaction of certain conditions. The loan proceeds were used to repay in full all outstanding indebtedness under the Loan and Security Agreement with Hercules as discussed below and to fund our general business requirements. We were required to maintain unrestricted and unencumbered cash in an amount equal to at least $16.0 million under the terms of Loan and Security Agreement, and as such, $16.0 million of our cash was legally restricted as of December 31, 2017 and held as a compensating balance against the term loan. The restriction was subsequently removed in January 2018. See Note 1. Description of Business and Summary of Significant Accounting Policies for further details regarding restricted cash. The Milestone Event is defined as our receipt of evidence satisfactory to SVB, in its sole but reasonable discretion, that we have received a positive opinion from the EMA for our pacritinib product. The term loan is repayable over 36 months after an initial interest-only period of at least 12 months after closing, which will be extended to 18 months upon the occurrence of the Milestone Event. The interest rate on the term loan floats at a rate per annum equal to the greater of 2.5 percent above the prime rate and 6.75 percent . We may elect to prepay some or all of the loan balance at any time subject to a prepayment fee. A fee in the amount of 9 percent of the total principal amount funded to us is payable to SVB on the date on which the term loan is paid or becomes due and payable in full. Such fee in the amount of $1.4 million was included in Other liabilities in the consolidated balance sheet as of December 31, 2017 . The loan obligations are secured by a first priority security interest on substantially all of our personal property except our intellectual property, and subject to certain other exceptions. In addition, we issued warrants to SVB and Life Science Loans II, LLC, pursuant to a participation arrangement among SVB, Loan Manager II, LLC and Life Science Loans II, LLC, to purchase up to 190,140 shares of our common stock. Warrants underlying 169,014 shares of our common stock are initially exercisable at any time prior to November 28, 2027 . Warrants underlying 21,126 shares of our common stock will become exercisable when the remaining $2.0 million of the term loan is funded to us. The initial exercise price of the warrants is $2.84 per share of our common stock. In connection with the Loan and Security Agreement, we recorded debt discount and debt issuance costs of $1.9 million and $0.1 million , respectively, of which $1.9 million and $0.1 million was unamortized as of December 31, 2017 , respectively. The outstanding principal balance on the term loan was $16.0 million as of December 31, 2017 . Hercules In March 2013 , we entered into a Loan and Security Agreement, or the Loan Agreement, with Hercules, providing for a senior secured term loan of up to $15.0 million . In March 2014 , we entered into a First Amendment to the Loan Agreement, which modified certain terms applicable to the loan balance then-outstanding of $15.0 million and provided us with the option to borrow an additional $5.0 million . In June 2015 , we entered into a Third Amendment to the Loan Agreement, or the Third Amendment. Under the Third Amendment, Hercules agreed to provide term loans in an aggregate principal amount of up to $25.0 million , inclusive of the principal balance outstanding immediately prior to closing of the Third Amendment of $13.8 million , or collectively, the Term Loan Borrowings. We drew $6.2 million upon closing of the Third Amendment, resulting in a then-outstanding principal balance of $20.0 million under the Term Loan Borrowings. The remaining $5.0 million was available for borrowing at our option through June 30, 2016, subject to certain conditions. In connection with the Third Amendment, we paid a commitment fee of $15,000 and a facility charge of $0.3 million . The provision under the Loan Agreement requiring us to pay a fee to Hercules of $1.3 million on the date of repayment of the borrowings thereunder was amended pursuant to the Third Amendment, such that the fee was paid in October 2016 . In connection with the Third Amendment, we issued a warrant to Hercules to purchase shares of common stock. The warrant is exercisable for five years from the date of issuance for 29,239 shares of common stock at an initial exercise price of $17.10 per share. The warrant did not meet the considerations necessary for equity classification under the applicable authoritative guidance. As such, we determined that the warrant was a liability instrument with changes in fair value recognized through earnings at each reporting period. The warrant was categorized as Level 2 in the fair value hierarchy as the significant inputs used in determining fair value were considered observable market data. As of the issuance date, we estimated the fair value of the warrant to be $0.4 million . Upon expiry of the exercise price adjustment provision in December 2015 , the then-estimated fair value of the warrant of $0.2 million was reclassified from liability to equity. The modified terms under the Third Amendment were considered substantially different as compared to the terms of the Loan Agreement immediately prior to the Third Amendment, pursuant to ASC 470-50, Modification and Extinguishment . As such, the Third Amendment was accounted for as a debt extinguishment, resulting in a loss on debt extinguishment of $1.2 million , which is included in Other non-operating expense for the year ended December 31, 2015 . In December 2015 , we entered into a Fourth Amendment to the Loan Agreement, or the Fourth Amendment, pursuant to which Hercules funded the remaining $5.0 million term loan available under the facility, resulting in a then-outstanding principal balance of $25.0 million . In November 2017 , we repaid the then-outstanding principal balance of $14.3 million in full, using the proceeds from the the Loan and Security Agreement with SVB as discussed above. Accordingly, among other things, (1) all obligations under the Loan Agreement and all related documents have been paid, satisfied, released and discharged in full, (2) all unfunded commitments to make credit extensions or financial accommodations to us or any other person under the Loan Agreement have been automatically and irrevocably terminated, and (3) our obligations under the Loan Agreement and all related documents have been automatically and irrevocably terminated (other than with respect to customary provisions and agreements that are expressly specified to survive the termination). Upon full repayment of the principal in November 2017 , we wrote-off the then-unamortized debt discount balance of $0.1 million to a loss on debt extinguishment, which was recorded in Other non-operating expense for the year ended December 31, 2017 . Baxalta In November 2013 , we entered into a Development, Commercialization and License agreement, or the Pacritinib License Agreement, with Baxter International Inc., or Baxter, for the development and commercialization of pacritinib for use in oncology and potentially additional therapeutic areas. Baxalta has been assigned Baxter’s rights and obligations under the Pacritinib License Agreement. In June 2015 , we entered into the First Amendment to the Pacritinib License Agreement, or the Pacritinib License Amendment, pursuant to which two potential milestone payments in the aggregate amount of $32.0 million from Baxalta to us were accelerated from the schedule contemplated by the Pacritinib License Agreement relating to the following: the $12.0 million development milestone payment payable in connection with the regulatory submission of the Marketing Authorization Application, or the MAA, to the EMA with respect to pacritinib, or the MAA Milestone, and the $20.0 million development milestone payment payable in connection with the first treatment dosing of the 300th patient enrolled per the protocol in PERSIST-2, or the PERSIST-2 Milestone. Under the Pacritinib License Amendment, each of the two milestone advances bore interest at an annual rate of 9% until the earlier of the date of the first occurrence of the respective milestone or the date that the respective advance plus accrued interest was repaid in full. In January 2016 and February 2016 , we successfully achieved the $20.0 million PERSIST-2 Milestone and the $12.0 million MAA Milestone, respectively, which were recorded in License and contract revenue for the year ended December 31, 2016 . See Note 11. Collaboration, Licensing and Milestone Agreements for further details regarding our agreements with Baxalta. |
Preferred Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Preferred Stock | 8. Preferred Stock Series N-1 Preferred Stock In October 2015 , in an underwritten public offering, we issued 50,000 shares of Series N-1 convertible preferred stock, or Series N-1 Preferred Stock, for gross proceeds of $50.0 million before deducting underwriting commissions and discounts and other offering costs of approximately $3.4 million , including $3.0 million in underwriting commissions and discounts. Each share of Series N-1 Preferred Stock was convertible at the option of the holder and was entitled to a liquidation preference equal to the initial stated value of $1,000 per share of Series N-1 Preferred Stock, plus any declared and unpaid dividends, and any other payments that would have been due on such shares, before any distribution of assets would have been made to holders of capital stock ranking junior to the Series N-1 Preferred Stock. The Series N-1 Preferred Stock was not entitled to dividends except to share in any dividends actually paid on common stock or any pari passu or junior securities. The Series N-1 Preferred Stock had no voting rights, except as otherwise expressly provided in the amended articles or as otherwise required by law. In October 2015 , all 50,000 shares of Series N-1 Preferred Stock were converted into 4.0 million shares of common stock at a conversion price of $12.50 per share. During the year ended December 31, 2015 , we recognized $3.2 million in deemed dividends on preferred stock related to the beneficial conversion feature on our Series N-1 Preferred Stock. Series N-2 Preferred Stock In December 2015 , in an underwritten public offering, we issued 55,000 shares of Series N-2 Preferred Stock for gross proceeds of $55.0 million before deducting underwriting commissions and discounts and other offering costs of approximately $2.6 million , including $2.2 million in underwriting commissions and discounts. Each share of Series N-2 Preferred Stock was convertible at the option of the holder (subject to a limited exception) and was entitled to a liquidation preference equal to the initial stated value of $1,000 per share of Series N-2 Preferred Stock, plus any declared and unpaid dividends, and any other payments that would have been due on such shares, before any distribution of assets would have been made to holders of capital stock ranking junior to the Series N-2 Preferred Stock. The Series N-2 Preferred Stock was not entitled to dividends except to share in any dividends actually paid on common stock or any pari passu or junior securities. The Series N-2 Preferred Stock had no voting rights, except as otherwise expressly provided in the amended articles or as otherwise required by law. In December 2015 , all 55,000 shares of Series N-2 Preferred Stock were converted into 5.0 million shares of common stock at a conversion price of $11.00 per share. There was no beneficial conversion feature on Series N-2 Preferred Stock. Series N-3 Preferred Stock In June 2017 , in an underwritten public offering, we issued 22,500 shares of Series N-3 Preferred Stock for gross proceeds of $45.0 million before deducting underwriting commissions and discounts and other offering costs of approximately $2.3 million . BVF Partners L.P., or BVF, an existing shareholder of the Company, was one of our investors in this offering. See Note 17. Related Party Transactions for further details. Each share of Series N-3 Preferred Stock is convertible at the option of the holder (subject to a limited exception) and is entitled to a liquidation preference equal to the initial stated value of $2,000 per share, plus any declared and unpaid dividends, and any other payments that may be due on such shares, before any distribution of assets may be made to holders of capital stock ranking junior to the Series N-3 Preferred Stock. The Series N-3 Preferred Stock is not entitled to dividends except to share in any dividends actually paid on common stock or any pari passu or junior securities. The Series N-3 Preferred Stock has no voting rights, except as otherwise expressly provided in the articles of amendment to amended and restated articles of incorporation of CTI or as otherwise required by law. In June 2017, 21,925 shares of Series N-3 Preferred Stock were converted into 14.6 million shares of common stock at a conversion price of $3.00 per share. For the year ended December 31, 2017 , we recognized $4.4 million in deemed dividends on preferred stock related to the beneficial conversion feature on our Series N-3 Preferred Stock. There were 575 shares of Series N-3 Preferred Stock outstanding as of December 31, 2017 . In February 2018 , 575 shares of Series N Preferred Stock owned by certain affiliates of BVF Partners L.P., or collectively, BVF, along with 8.0 million shares of our common stock owned by BVF were exchanged for 12,575 shares of Series O Preferred Stock. See Note 17. Related Party Transactions for further details. |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Common Stock | 9. Common Stock Common Stock Authorized In April 2016 , the Company's Amended and Restated Articles of Incorporation were amended to increase the total number of authorized shares of common stock from 31.5 million to 41.5 million . In May 2017 , the Company's Amended and Restated Articles of Incorporation were amended to increase the total number of authorized shares of common stock from 41.5 million to 81.5 million . Common Stock Issued In September 2015 , we entered into a subscription agreement with BVF pursuant to which we issued to BVF an aggregate of 1.0 million shares of common stock at a purchase price per share of $15.70 . The shares of common stock were offered directly to BVF without a placement agent or underwriter. The net proceeds from the offering, after deducting offering expenses, were approximately $15.1 million . Common Stock Reserved A summary of common stock reserved for issuance is as follows as of December 31, 2017 (in thousands): Equity incentive plans 5,920 Option agreement with Adam R. Craig 1,120 Common stock purchase warrants 219 Series N-3 convertible preferred stock 383 Employee stock purchase plan 184 Total common stock reserved 7,826 Warrants Warrants to purchase up to 29,239 shares of our common stock with an exercise price of $17.10 per share, issued in connection with the Third Amendment to the Loan Agreement with Hercules in June 2015 , were outstanding as of December 31, 2017 . Warrants to purchase up to 190,140 shares of our common stock with an exercise price of $2.84 per share, issued in connection with the Loan and Security Agreement with SVB, were outstanding as of December 31, 2017 . See Note 7. Long-term Debt for additional information concerning our warrants. |
Other Comprehensive Loss
Other Comprehensive Loss | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Other Comprehensive Loss | 10. Other Comprehensive Loss Total accumulated other comprehensive loss consisted of the following (in thousands): Net Unrealized Gain (Loss) and Impairment on Available-For-Sale Securities Foreign Currency Translation Adjustments Unrealized Foreign Exchange (Loss) Gain on Intercompany Balance Accumulated Other Comprehensive Loss December 31, 2016 $ (6 ) $ (2,902 ) $ (3,747 ) $ (6,655 ) Current period other comprehensive income (loss) 7 (3,927 ) 4,303 383 December 31, 2017 $ 1 $ (6,829 ) $ 556 $ (6,272 ) In the first quarter of 2016, we recognized an other-than-temporary impairment on available-for-sale securities of $0.5 million in our consolidated statement of operations. The value of available-for-sale securities of $13,500 was included in Prepaid expenses and other current assets as of December 31, 2016 . We had no available-for-sale securities as of December 31, 2017 . |
Collaboration, Licensing and Mi
Collaboration, Licensing and Milestone Agreements | 12 Months Ended |
Dec. 31, 2017 | |
Collaborations [Abstract] | |
Collaboration, Licensing and Milestone Agreements | 11. Collaboration, Licensing and Milestone Agreements Servier In September 2014 , we entered into an Exclusive License and Collaboration Agreement, or the Original Agreement, with Les Laboratoires Servier and Institut de Recherches Internationales Servier, or collectively, Servier. In April 2017 , we entered into an Amended and Restated Exclusive License and Collaboration Agreement, or the Restated Agreement, with Servier, pursuant to which the Original Agreement was amended and restated in its entirety. Under the Restated Agreement, we granted Servier an exclusive and sublicensable (subject to certain conditions) royalty-bearing license with respect to the development and commercialization of PIXUVRI for use in pharmaceutical products, or Licensed Products, outside of the U.S. (and its territories and possessions). In May 2017, we received a non-refundable, non-creditable upfront cash payment of €12.0 million under the terms of the Restated Agreement. This amount included a €2.0 million payment for a milestone relating to EMA approval of an additional third-party manufacturer of PIXUVRI, which was not included in the Original Agreement and was deemed achieved at the time of the Restated Agreement. Subject to the achievement of certain conditions, the Restated Agreement provides for additional milestone payments of up to €76.0 million : up to €36.0 million in potential regulatory milestone payments (which includes a €1.0 million payment for a regulatory milestone achieved in September 2017 as discussed below), and up to €40.0 million in potential sales-based milestone payments. We have determined that all the regulatory milestones, other than the €2.0 million milestone mentioned above, are substantive due to significant uncertainty involved in each milestone, and will be recognized as revenue upon achievement of the respective milestones, assuming all other revenue recognition criteria are met. We have also determined that the sales-based milestone payments are contingent consideration and will be recognized as revenue in the period in which the respective revenue recognition criteria are met. We are eligible to receive tiered royalty payments on net sales of products containing PIXUVRI, ranging from a low double-digit percentage up to a percentage in the low twenties, subject to certain reductions of up to mid-double-digit percentages under certain circumstances. Royalties are subject to expiration upon certain events, including upon expiration of exclusivity rights to products containing PIXUVRI in the respective country. Under the Restated Agreement, with the exception of the conclusion of the PIX306 trial and certain other services, Servier will be responsible for development, commercialization and manufacturing activities within its territory. We entered into a commercialization transition plan whereby we transferred to Servier medical affairs and commercialization activities relating to the Licensed Products in Israel, Turkey, Germany, Austria, the United Kingdom, Denmark, Finland, Norway and Sweden, or collectively, the Transition Territory. Upon completion of the commercialization transition plan, we terminated or assigned certain distributor and wholesaler contracts to Servier in the Transition Territory. Each party is responsible for the manufacture and supply of drug products and substances in their respective territories. We record reimbursements received from Servier for their portion of operating expenses we pay on their behalf as revenue and the full amount of costs as operating expenses in the statements of operations. The Restated Agreement will expire on a country-by-country basis upon the expiration of the royalty terms in the countries in the Servier territory, at which time all licenses granted to Servier would become perpetual and royalty-free. Each party may terminate the Restated Agreement in the event of an uncured repudiatory breach of the other party’s obligations. Subject to applicable notification periods, Servier may terminate the Restated Agreement on a country-by-country basis upon 30 days’ written notice in the event of (1) certain safety or public health issues relating to the Licensed Product, (2) suspension or withdrawal of marketing authorizations and (3) without cause. In the event of a termination prior to the expiration date, rights granted to Servier will terminate, subject to certain exceptions. Pursuant to accounting guidance under ASC 605-25 Revenue Recognition - Multiple-Element Arrangements , we identified the following non-contingent deliverables with standalone value at the inception of the Restated Agreement: • a license with respect to the development and commercialization of PIXUVRI • development services • joint committee obligations • regulatory responsibilities • commercialization responsibilities • manufacturing and supply responsibilities The license deliverable has standalone value because it is sublicensable and can be used for its intended purpose without the receipt of the remaining deliverables. The service deliverables have standalone value because these services are not proprietary in nature, and other vendors could provide the same services in order to derive value from the license. Further, there is no general right of return associated with these deliverables. As such, the deliverables meet the criteria for separation and qualify as separate units of accounting. We determined that the value of the joint committee obligations and the regulatory, commercial, and manufacturing and supply responsibilities were insignificant. These deliverables have been combined with the development services and included as “Other services” in the table below. We allocated the arrangement consideration of $12.8 million ( €12.0 million converted into U.S. dollars using the currency exchange rate as of the date of the Restated Agreement) based on the percentage of the relative selling price of each unit of accounting as follows (in thousands): License $ 11,487 Development and other services 1,348 Total upfront payment $ 12,835 We estimated the selling price of the license using the income approach that values the license by discounting direct cash flow expected to be generated over the remaining life of the license, net of cash flow adjustments related to working capital.The estimates and assumptions include, but are not limited to, estimated market opportunity, expected market share, and contractual royalty rates. We estimated the selling price of the development services deliverable, which includes personnel costs as well as third-party costs for applicable services and supplies, by discounting estimated expenditures for services to the date of the Restated Agreement. We concluded that a change in the key assumptions used to determine the best estimate of the selling price for the license deliverable would not have a significant effect on the allocation of the arrangement consideration. During the year ended December 31, 2017 , we recognized $11.5 million of consideration allocated to the license as revenue upon delivery of the license and the satisfaction of the remaining revenue recognition criteria. The $1.3 million consideration allocated to development and other services was recorded as deferred revenue. During the year ended December 31, 2017 , $0.5 million of other services consideration was recognized as revenue; the remaining $1.4 million is included in deferred revenue in the consolidated balance sheet as of December 31, 2017 . In September 2017 , we attained a regulatory milestone under the Restated Agreement and recognized a €1.0 million milestone revenue (or $1.2 million using the currency exchange rate as of the date the milestone was achieved). Of the potential milestone payments under the Original Agreement, we received a €1.5 million (or $1.7 million upon conversion from euros as of the date we received the funds) milestone payment in February 2015 relating to the attainment of reimbursement approval for PIXUVRI in Spain. In December 2016 , we recorded €7.5 million in milestone revenue (or $8.0 million upon conversion from euros as of the date we achieved the milestone) relating to the attainment of a certain enrollment event in connection with our PIX306 study. This was included in Receivable from collaborative arrangements as of December 2016 , and we received the funds in January 2017 . These milestone revenues were accounted for under the milestone method of accounting since this milestone was determined to be substantive at the inception of the arrangement. Other operating (income) expense, net for the years ended December 31, 2015 and December 31, 2016 , includes $0.3 million and $0.8 million , respectively, for payments made to Novartis International Pharmaceutical Ltd. in connection with the milestone payments received in February 2015 and January 2017 , respectively, as discussed above. In February 2016 , we entered into an agreement with one of Servier's affiliates whereby we conduct the pharmacokinetic sub-study on behalf of Servier in conjunction with our ongoing clinical trial, PIX-306. During the years ended December 31, 2017 and 2016 , $0.1 million and $0.5 million , respectively, of expense reimbursements in relation to this study was included in development services revenue. There was no such revenue during the year ended December 31, 2015 . We expect to receive no such development services revenue in future periods as the pharmacokinetic sub-study was completed in September 2017. Teva Pursuant to an acquisition agreement entered into with Cephalon, Inc., or Cephalon, in June 2005, we have the right to receive up to $100.0 million in payments upon achievement of specified sales and development milestones related to TRISENOX. Cephalon was subsequently acquired by Teva Pharmaceutical Industries Ltd., or Teva. As of December 31, 2017 , we have received $40.0 million of such potential milestone payments as a result of having achieved certain sales milestones. For each of the years ended December 31, 2017 and 2015 , we received $10.0 million from Teva upon the achievement of worldwide net sales milestones of TRISENOX, which was included in license and contract revenue . We received no milestone payment from Teva during the year ended December 31, 2016 . In February 2018 , we received a $10.0 million milestone payment related to the achievement of a milestone for FDA approval of TRISENOX for first line treatment of acute promyelocytic leukemia. The achievement of the remaining milestones is uncertain at this time. Baxalta In November 2013 , we entered into the Pacritinib License Agreement with Baxter for the development and commercialization of pacritinib for use in oncology and potentially additional therapeutic areas. Baxter assigned its rights and obligations under the Pacritinib License Agreement to Baxalta. Under the Pacritinib License Agreement, we granted to Baxter an exclusive, worldwide (subject to our certain co-promotion rights in the U.S.), royalty-bearing, non-transferable, and (under certain circumstances outside of the U.S.) sub-licensable license to our know-how and patents relating to pacritinib. We received an upfront payment of $60.0 million upon execution of the Pacritinib License Agreement, which included an equity investment of $30.0 million to acquire our Series 19 Preferred Stock. We allocated the fixed and determinable Pacritinib License Agreement consideration of $30.0 million based on the percentage of the relative selling price of each unit of accounting. Of the $30.0 million consideration, $27.3 million was allocated to the license and $2.7 million was allocated to the development services. The amount allocated to development services was initially deferred and recognized as revenue based on a proportional performance method. During the years ended December 31, 2016 and 2015 , $1.0 million and $0.8 million , respectively, of development services was recognized as revenue. There was no deferred revenue relating to the development services in the balance sheet as of December 31, 2017 and 2016 due to our entry into the Asset Return and Termination Agreement with Baxalta in October 2016 as discussed below. Under the Pacritinib License Agreement, we were responsible for all development costs incurred prior to January 1, 2014 as well as up to approximately $96.0 million on or after January 1, 2014 for U.S. and E.U. development costs, subject to potential adjustment in certain circumstances. All development costs exceeding such threshold were generally shared with Baxalta. We recorded development cost reimbursements received from Baxalta as license and contract revenue in the consolidated statements of operations, and we recorded the full amount of development costs as research and development expense. During the year ended December 31, 2016 , we recorded $11.4 million of development services revenue relating to reimbursable development costs from Baxalta under the terms of the Pacritinib License Agreement. There was no such revenue recorded during the years ended December 31, 2017 and December 31, 2015 . In June 2015 , we entered into the Pacritinib License Amendment to the Pacritinib License Agreement. Pursuant to the Pacritinib License Amendment, two potential milestone payments in the aggregate amount of $32.0 million from Baxalta to us were accelerated from the schedule contemplated by the Pacritinib License Agreement. Refer to the Note 7. Long-term Debt for further details regarding these milestone advances received. During the first quarter of 2016, we achieved these milestones and recorded $32.0 million in license and contract revenue for the year ended December 31, 2016 . In October 2016 , we entered into the Asset Return and Termination Agreement (the “Termination Agreement”) with Baxalta. Pursuant to the Termination Agreement, the Pacritinib License Agreement was terminated in its entirety (other than with respect to certain customary provisions that survive termination, including those pertaining to confidentiality and indemnification), the Pacritinib License Agreement has no further force or effect, and all rights and obligations of the Company and Baxalta under the Pacritinib License Agreement were terminated. In connection with this termination, we recorded a gain of $5.9 million which was included in Other operating (income) expense for the year ended December 31, 2016 . In October 2016 , we resumed primary responsibility for the development and commercialization of pacritinib as a result of the Termination Agreement and are no longer eligible to receive cost sharing or milestone payments for pacritinib’s development from Baxalta. In addition, under the Termination Agreement, we are required to make a milestone payment to Baxalta in the amount of approximately $10.3 million upon the first regulatory approval or any pricing and reimbursement approvals of a product containing pacritinib. Novartis In January 2014 , we entered into a Termination Agreement, or the Novartis Termination Agreement, with Novartis to reacquire the rights to PIXUVRI and Opaxio, or collectively, the Compounds, previously granted to Novartis under our License and Co-Development Agreement with Novartis, as amended, or the Original Novartis Agreement. Pursuant to the Novartis Termination Agreement, the Original Novartis Agreement was terminated in its entirety, other than with respect to certain customary provisions, including those pertaining to confidentiality and indemnification, which survive termination. Under the Novartis Termination Agreement, we agreed not to transfer, license, sublicense or otherwise grant rights with respect to intellectual property of the Compounds unless the transferee/licensee/sublicensee agrees to be bound by the terms of the Novartis Termination Agreement. We also agreed to provide potential payments to Novartis, including a percentage ranging from the low double-digits to the mid-teens, of any consideration received by us or our affiliates in connection with any transfer, license, sublicense or other grant of rights with respect to intellectual property of the Compounds, provided that such payments would not exceed certain prescribed ceilings in the low-single digit millions. Novartis is entitled to receive potential payments of up to $16.6 million upon the achievement of certain sales milestones of the Compounds. Novartis is also eligible to receive tiered low single-digit percentage royalty payments for the first several hundred million in annual net sales, and ten percent royalty payments thereafter based on annual net sales of each Compound, subject to reduction in the event generic drugs are introduced and sold by a third party, causing the sale of the Compounds to fall by a percentage in the high double-digits. Notwithstanding the foregoing, royalty payments for the Compounds are subject to certain minimum floor percentages in the low single-digits. University of Vermont In March 1995, the University of Vermont, or UVM, entered into an agreement, or the UVM Agreement, which, as amended in March 2000, grants us an exclusive, sublicensable license for the rights to PIXUVRI. Pursuant to the UVM Agreement, we acquired the rights to make, have made, sell and use PIXUVRI. We are obligated to make royalty payments to UVM that range from low-single digits to mid-single digits as a percentage of net sales. The higher royalty rate is payable for net sales in countries where specified UVM licensed patents exist, or where we have obtained orphan drug protection, until such UVM patents or such protection no longer exists. For a period of ten years after first commercialization of PIXUVRI, the lower royalty rate is payable for net sales in such countries after expiration of the designated UVM patents or loss of orphan drug protection, and in all other countries without such specified UVM patents or orphan drug protection. Unless otherwise terminated, the term of the UVM Agreement continues for the life of the licensed patents in those countries in which a licensed patent exists, and continues for ten years after the first sale of PIXUVRI in those countries where no such patents exist. We may terminate the UVM Agreement, on a country-by-country basis or on a patent-by-patent basis, at any time upon advance written notice. UVM may terminate the UVM Agreement upon advance written notice in the event royalty payments are not made. In addition, either party may terminate the UVM Agreement (1) in the event of an uncured material breach of the UVM Agreement by the other party or (2) in the event of bankruptcy of the other party. S*BIO Pte Ltd. We acquired the compounds SB1518 (which is referred to as “pacritinib”) and SB1578, which inhibit JAK2 and FLT3, from S*BIO Pte Ltd., or S*BIO, in May 2012 . Under our agreement with S*BIO, we are required to make milestone payments to S*BIO up to an aggregate amount of $132.5 million if certain U.S., E.U. and Japanese regulatory approvals are obtained or if certain worldwide net sales thresholds are met in connection with any pharmaceutical product containing or comprising any compound that we acquired from S*BIO for use for specific diseases, infections or other conditions. At our election, we may pay up to 50% of any milestone payments to S*BIO through the issuance of shares of our common stock or shares of our preferred stock convertible into our common stock. S*BIO will also be entitled to receive royalty payments from us at incremental rates in the low single-digits based on certain worldwide net sales thresholds on a product-by-product and country-by-country basis. Vernalis We entered into an amended and restated exclusive license agreement with Vernalis (R&D) Limited, or Vernalis, in October 2014, or the Vernalis License Agreement, for the exclusive worldwide right to use certain patents and other intellectual property rights to develop, market and commercialize tosedostat and certain other compounds. Under the Vernalis License Agreement, we have agreed to make tiered royalty payments of no more than a high single-digit percentage of net sales of products containing licensed compounds, with such obligation to continue on a country-by-country basis for the longer of ten years following commercial launch or the expiry of relevant patent claims. The Vernalis License Agreement will terminate when the royalty obligations expire, although the parties have early termination rights under certain circumstances, including the following: (1) we have the right to terminate, with three months’ notice, upon the belief that the continued development of tosedostat or any of the other licensed compounds is not commercially viable, (2) Vernalis has the right to terminate in the event of our uncured failure to pay sums due, and (3) either party has the right to terminate in the event of the other party’s uncured material breach or insolvency. Gynecologic Oncology Group We entered into an agreement with the Gynecologic Oncology Group, or GOG, now part of NRG Oncology, in March 2004 , as amended, related to the GOG-212 trial of Opaxio in patients with ovarian cancer. Pursuant to the terms of such agreement, we made a milestone payment of $0.5 million relating to the transfer of final datasets during the second quarter of 2017. The agreement was terminated in May 2017. No further development of Opaxio is planned. PG-TXL In November 1998, we entered into an agreement with PG-TXL, as amended in February 2006, or the PG-TXL Agreement, which granted us an exclusive worldwide license for the rights to Opaxio and to all potential uses of PG-TXL’s polymer technology. Pursuant to the PG-TXL Agreement, we acquired the rights to research, develop, manufacture, market and sell anti-cancer drugs developed using this polymer technology. Pursuant to the PG-TXL Agreement, we were obligated to make payments to PG-TXL of up to $14.4 million upon the achievement of certain development and regulatory milestones. The timing of the remaining milestone payments under the PG-TXL Agreement was based on trial commencements and completions for compounds protected by PG-TXL license rights, and regulatory and marketing approval of those compounds by the FDA and the EMA. Additionally, we were required to make royalty payments to PG-TXL ranging from low to mid-single digits as a percentage of net sales. In February 2017, we terminated our agreement with PG-TXL and the exclusive worldwide license for rights to Opaxio and certain polymer technology thereunder. Nerviano Medical Sciences Under a license agreement entered into with Nerviano Medical Sciences, S.r.l. in October 2006, for brostallicin, we were required to pay up to $80.0 million in milestone payments based on the achievement of certain product development results. In April 2015 we terminated our license agreement with Nerviano Medical Sciences, S.r.l. for brostallicin. No milestone payments were made prior to the termination of the license agreement. Other Agreements We have several agreements with contract research organizations, third-party manufacturers, and distributors which have durations of greater than one year for the development and distribution of certain of our compounds. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation | 12. Share-Based Compensation Share-Based Compensation Expense Share-based compensation expense for all share-based payment awards made to employees and directors is measured based on the grant-date fair value estimated in accordance with GAAP. We recognize share-based compensation using the straight-line, single-award method based on the value of the portion of share-based payment awards that is ultimately expected to vest during the period. Share-based compensation is reduced for estimated forfeitures at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. For performance-based awards that do not include market-based conditions, we record share-based compensation expense only when the performance-based milestone is deemed probable of achievement. We utilize both quantitative and qualitative criteria to judge whether milestones are probable of achievement. For awards with market-based performance conditions, we recognize the grant-date fair value of the award over the derived service period regardless of whether the underlying performance condition is met. During the years ended December 31, 2017 , 2016 and 2015 , we recognized share-based compensation expense which consisted of the following types of awards (in thousands): 2017 2016 2015 Performance rights $ — $ 575 $ 3,155 Restricted stock 1,015 4,199 8,656 Options 4,731 8,550 3,017 Total share-based compensation expense $ 5,746 $ 13,324 $ 14,828 The following table summarizes share-based compensation expense for the years ended December 31, 2017 , 2016 and 2015 , which was allocated as follows (in thousands): 2017 2016 2015 Research and development $ 911 $ 2,320 $ 3,964 Selling, general and administrative 4,835 11,004 10,864 Total share-based compensation expense $ 5,746 $ 13,324 $ 14,828 Share-based compensation had a $5.7 million , $13.3 million and $14.8 million effect on our net loss attributable to common shareholders, which resulted in a $(0.16) , $(0.48) and $(0.79) effect on basic and diluted net loss per common share for the years ended December 31, 2017 , 2016 and 2015 , respectively. It had no effect on cash flows from operations or financing activities for the periods presented; however, during the years ended 2017 , 2016 and 2015 , we repurchased 21,000 , 35,000 and 32,000 shares of our common stock totaling $0.1 million , $0.4 million and $0.6 million , respectively, for cash in connection with the vesting of employee restricted stock awards based on taxes owed by employees upon vesting. As of December 31, 2017 , unrecognized compensation cost related to unvested stock options, restricted stock awards and restricted stock units amounted to $9.9 million , which will be recognized over the remaining weighted-average requisite service period of 2.28 years . The unrecognized compensation cost related to unvested options and restricted stock does not include the value of performance-based awards. For the years ended December 31, 2017 , 2016 and 2015 , no tax benefits were attributed to share-based compensation expense because a valuation allowance was maintained for all net deferred tax assets. Stock Plans In May 2017 , the Company's 2017 Equity Incentive Plan, or the 2017 Plan, was approved by the Company's shareholders, and no additional awards will be granted under the 2015 Equity Incentive Plan, or the 2015 Plan. The Company's 2007 Employee Stock Purchase Plan, as amended and restated in August 2009 and September 2015, or the Purchase Plan, was amended in September 2015 to increase the maximum number of shares of the Company’s common stock authorized for issuance by 0.2 million shares. Refer to Employee Stock Purchase Plan below for further details. Pursuant to our 2017 Plan, we may grant the following types of incentive awards: (1) stock options, including incentive stock options and non-qualified stock options, (2) stock appreciation rights, (3) restricted stock, (4) restricted stock units and (5) cash awards. The 2017 Plan is administered by the Compensation Committee of our Board, which has the discretion to determine the employees and consultants who shall be granted incentive awards. The Board retained sole authority under the 2017 Plan with respect to non-employee directors’ awards, although the Compensation Committee has authority under its charter to make recommendations to the Board concerning such awards. Options expire 10 years from the date of grant, subject to the recipients continued service to the Company. As of December 31, 2017 , 8.3 million shares were authorized for issuance, of which 24,000 shares of common stock were available for future grants, under the 2017 Plan. Stock Options Fair value for stock options was estimated at the date of grant using the Black-Scholes pricing model, with the following weighted average assumptions: Year Ended December 31, 2017 2016 2015 Risk-free interest rate 1.9 % 1.2 % 1.7 % Expected dividend yield None None None Expected life (in years) 5.2 4.0 5.3 Volatility 83 % 75 % 80 % The risk-free interest rate used in the Black-Scholes valuation method is based on the implied yield currently available for U.S. Treasury securities at maturity with an equivalent term. We have not declared or paid dividends on our common stock and do not currently expect to do so in the future. The expected term of options represents the period that our options are expected to be outstanding and was determined based on historical weighted average holding periods and projected holding periods for the remaining unexercised options. Consideration was given to the contractual terms of our options, vesting schedules and expectations of future employee behavior. Expected volatility is based on the annualized daily historical volatility, including consideration of the implied volatility and market prices of traded options for comparable entities within our industry. Our stock price volatility and option lives, both of which impact the fair value of options calculated under the Black-Scholes methodology and, ultimately, the expense that will be recognized over the life of the option, involve management’s best estimates. As we recognize compensation expense for only the portion of options expected to vest, we apply estimated forfeiture rates that we derive from historical employee termination behavior. If the actual number of forfeitures differs from our estimates, additional adjustments to compensation expense may be required in future periods. The following table summarizes stock option activity for all of our stock option plans: Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (Thousands) Outstanding at December 31, 2014 (317,400 exercisable) 492,000 $ 31.39 Granted 1,149,000 $ 13.94 Exercised (8,000 ) $ 13.98 Forfeited (62,000 ) $ 21.70 Cancelled and expired (12,000 ) $ 242.92 Outstanding at December 31, 2015 (436,100 exercisable) 1,559,000 $ 17.45 Granted 1,511,000 $ 6.43 Exercised — $ — Forfeited (128,000 ) $ 9.07 Cancelled and expired (136,000 ) $ 25.58 Outstanding at December 31, 2016 (1,913,000 exercisable) 2,806,000 $ 11.44 Granted 4,450,000 $ 3.68 Exercised — $ — Forfeited (378,000 ) $ 6.27 Cancelled and expired (210,000 ) $ 24.33 Outstanding at December 31, 2017 6,668,000 $ 6.15 7.0 $ — Vested or expected to vest at December 31, 2017 6,410,000 $ 6.26 6.9 $ 9 Exercisable at December 31, 2017 2,500,000 $ 9.83 3.2 $ — The weighted average exercise price of options exercisable at December 31, 2017 , 2016 and 2015 was $9.83 , $12.58 and $25.71 , respectively. The weighted average grant-date fair value of options granted during 2017 , 2016 and 2015 was $2.47 , $3.01 and $9.17 per option, respectively. In March 2017 , Dr. Adam R. Craig, our President and CEO, was granted stock options to purchase 1.2 million shares of common stock at an exercise price of $4.24 per share. The stock options have a maximum term of ten years and vest in six equal semi-annual installments over the three-year period beginning March 20, 2017, subject to his continued employment through the applicable vesting dates and acceleration under certain circumstances. The stock options were granted in connection with his entering into employment with the Company as President and CEO. A portion of the stock options covering 80,000 shares were granted under the 2015 Plan. The balance of such stock options were granted in accordance with NASDAQ Listing Rule 5635(c)(4). Restricted Stock We issued 2,000 , 270,000 and 570,000 shares of restricted stock awards in 2017 , 2016 and 2015 , respectively. The weighted average grant-date fair value of restricted stock awards issued during 2017 , 2016 and 2015 was $5.78 , $5.64 and $20.61 , respectively. Additionally, 39,000 , 97,000 and 177,000 shares of restricted stock awards were cancelled during 2017 , 2016 and 2015 , respectively. The total fair value of restricted stock awards vested during the years ended December 31, 2017 , 2016 and 2015 was $0.3 million , $1.3 million and $7.3 million , respectively. A summary of the status of nonvested restricted stock awards as of December 31, 2017 and changes during the period then ended, is presented below: Nonvested Shares Weighted Average Grant-Date Fair Value Per Share Nonvested at December 31, 2016 183,000 $ 12.76 Issued 2,000 $ 5.78 Vested (83,000 ) $ 9.43 Forfeited (39,000 ) $ 14.39 Nonvested at December 31, 2017 63,000 $ 15.93 We issued 20,000 , 187,000 and 46,000 restricted stock units during 2017 , 2016 and 2015 , respectively, and cancelled 13,000 restricted stock units during 2015 . No restricted stock units were cancelled during 2017 or 2016 . The weighted average grant-date fair value of restricted stock units issued during 2017 , 2016 and 2015 was $4.97 , $5.35 and $15.70 , respectively. The total fair value of restricted stock units vested during the year ended December 31, 2017 and 2016 was $0.8 million and $0.2 million , respectively. No restricted stock units vested during the year ended December 31, 2015 . A summary of the status of nonvested restricted stock units as of December 31, 2017 and changes during the period then ended, is presented below: Nonvested Units Weighted Average Nonvested at December 31, 2016 187,000 $ 5.35 Issued 20,000 $ 4.97 Vested (187,000 ) $ 5.35 Forfeited — $ — Nonvested at December 31, 2017 20,000 $ 4.97 Long-Term Performance Awards In November 2011, we granted restricted stock units to our executive officers and directors that became effective on January 3, 2012, or the Long-Term Performance Awards, which was subsequently amended in 2013, 2014 and 2015. The Long-Term Performance Awards vest upon achievement of milestone-based performance conditions, including a market-based condition. If one or more of the underlying performance-based conditions were timely achieved, the award recipient would be entitled to receive a number of shares of our common stock (subject to share limits of the 2007 Plan or 2015 Plan, as applicable), determined by multiplying (1) the award percentage corresponding to that particular performance goal by (2) the total number of outstanding shares of our common stock as of the date that the particular performance goal is achieved. In September 2015, our Board certified completion of the performance condition relating to pacritinib Phase 3 trial result that satisfies the primary point set forth in the statistical plan then in effect and an aggregate of 0.2 million shares vested to our executive officers and directors. We recognized $2.8 million in share-based compensation upon satisfaction of this performance condition during the year ended December 31, 2015 . In December 2015 , the Long-Term Performance Awards were modified so that as to any particular performance goal that was achieved after December 23, 2015 and on or before December 31, 2016 , the executive officers would be granted a stock option with respect to the number of shares determined under the formula described above (as opposed to receiving or retaining such number of fully-vested shares of our common stock). Each option had an exercise price equal to the closing price of the Company’s common stock on the grant date (which would be the date the Compensation Committee of our Board certifies the performance goal is achieved) and would be scheduled to vest in semi-annual installments over a period of three years following the grant date. On December 31, 2016, the Long-Term Performance Awards expired. The fair value of the Long-Term Performance Awards was estimated based on the average present value of the awards to be issued upon achievement of the performance conditions. The average present value was calculated based upon the expected date the shares of common stock underlying the performance awards will vest, or the event date, the expected stock price on the event date, and the expected shares outstanding as of the event date. The event date, stock price and the shares outstanding were estimated using a Monte Carlo simulation model, which is based on assumptions by management, including the likelihood of achieving the milestones and potential future financings. We determined the Long-Term Performance Awards with a market-based performance condition had a grant-date fair value of $3.6 million for the executive officers and director participants. We determined that the market-based performance condition had an incremental fair value of $0.8 million on the first modification date in March 2013 and an additional incremental fair value of $1.8 million on the second modification date in January 2014 for the executive officers and director participants, which were recognized in addition to the then-unamortized fair value as of the modification date over the remaining estimated requisite service period. The December 2015 modification discussed above did not result in incremental fair value. In December 2015, we reversed the total share-based compensation expense of $1.0 million , which was previously recorded for awards granted to directors who agreed to forfeit their Long-Term Performance Awards as part of the derivative lawsuit settlement. See Note 18. Legal Proceedings for further information. We recognized $0.6 million and $0.3 million in share-based compensation expense related to the awards with a market-based condition during the years ended December 31, 2016 and 2015 , respectively. There was no compensation expense for the year ended December 31, 2017 as the Long-Term Performance Awards expired on December 31, 2016. Nonemployee Share-Based Compensation Share-based compensation expense for awards granted to nonemployees is determined using the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measured. The fair value of options and restricted stock awards granted to nonemployees is periodically remeasured as the underlying options or awards vest. The value of the instrument is amortized to expense over the vesting period with final valuation measured on the vesting date. As of December 31, 2017 and 2016 , unvested options to acquire approximately 4,400 shares and 11,000 shares of common stock were outstanding, respectively. We reversed compensation expense of $8,000 during the year ended December 31, 2017 and recorded $16,000 during the year ended December 31, 2016 . As of December 31, 2015 , there were no unvested options or restricted stock outstanding, and no compensation expense was recorded for the year-ended December 31, 2015 . Employee Stock Purchase Plan Under the Purchase Plan, eligible employees may purchase a limited number of shares of our common stock at 85% of the lower of the subscription date fair market value and the purchase date fair market value. There are two six-month offerings per year. Under the Purchase Plan, we issued approximately 4,000 , 10,000 and 700 shares of our common stock to employees in the years ended December 31, 2017 , 2016 and 2015 , respectively. There are 0.2 million shares of common stock authorized under the Purchase Plan and approximately 0.2 million shares are reserved for future purchases as of December 31, 2017 . |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2017 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | 13. Employee Benefit Plans Our U.S. employees participate in the CTI BioPharma Corp. 401(k) Plan whereby eligible employees may defer up to 80% of their compensation, up to the annual maximum allowed by the Internal Revenue Service. We may make discretionary matching contributions based on certain plan provisions. We recorded $0.3 million related to discretionary matching contributions during the year ended December 31, 2017 , and $0.2 million during each of the years ended December 31, 2016 and 2015 . |
Shareholder Rights Plan
Shareholder Rights Plan | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Shareholder Rights Plan | 14. Shareholder Rights Plan In December 2009, our Board approved and adopted a shareholder rights plan, or Rights Plan, in which one preferred stock purchase right was distributed for each common share held as of the close of business on January 7, 2010. Initially, the rights are not exercisable, and are attached to and trade with, all of the shares of CTI’s common stock outstanding as of, and issued subsequent to January 7, 2010. In 2012, 2015 and 2017, our Board approved certain amendments to the Rights Plan. The Rights Plan expires on December 2, 2018 . Each right, if and when it becomes exercisable, will entitle the holder to purchase a unit consisting of two ten-thousandth of a share of Series ZZ Junior Participating Cumulative Preferred Stock, no par value per share, at a cash exercise price of $16.00 per unit, subject to standard adjustment in the Rights Plan. The rights will separate from the common stock and become exercisable if a person or group acquires 20% or more of our common stock. Upon acquisition of 20% or more of our common stock, our Board could decide that each right (except those held by a 20% shareholder, which become null and void) would become exercisable entitling the holder to receive upon exercise, in lieu of a number of units of preferred stock, that number of shares of our common stock having a market value of two times the exercise price of the right. In certain circumstances, including if there are insufficient shares of our common stock to permit the exercise in full of the rights, the holder may receive units of preferred stock, other securities, cash or property, or any combination of the foregoing. In addition, if we are acquired in a merger or other business combination transaction, each holder of a right (except those held by a 20% shareholder which become null and void) would have the right to receive, upon exercise, common stock of the acquiring company having a market value equal to two times the exercise price of the right. Our Board may redeem the rights for $0.0002 per right or terminate the Rights Plan at any time prior to an acquisition by a person or group holding 20% or more of our common stock. |
Customer and Geographic Concent
Customer and Geographic Concentrations | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Customer and Geographic Concentrations | 15. Customer and Geographic Concentrations We consider our operations to be a single operating segment focused on the development, acquisition and commercialization of novel treatments for cancer. Financial results of this reportable segment are presented in the accompanying consolidated financial statements. All sales of PIXUVRI during the years presented were in Europe. Product sales from PIXUVRI’s major customers as a percentage of total product sales were as follows: Year Ended December 31, 2017 2016 2015 Customer A 61 % 60 % 41 % Customer B 24 % 27 % 42 % Customer C 13 % — — As of April 2017, Servier has the exclusive and sublicensable (subject to certain conditions) royalty-bearing license with respect to the development and commercialization of PIXUVRI for use in pharmaceutical products outside of the U.S. (and its territories and possessions). As a result, we no longer have product sales. See Note 11. Collaboration, Licensing and Milestone Agreements for further details. The following table depicts long-lived assets based on the following geographic locations (in thousands): Year Ended December 31, 2017 2016 United States $ 2,365 $ 2,990 Europe — 33 Total long-lived assets $ 2,365 $ 3,023 |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 16. Net Loss Per Share Basic net loss per share is calculated based on the net loss attributable to common shareholders divided by the weighted average number of shares outstanding for the period. The calculation of diluted net loss per share excludes the potential conversion of all dilutive convertible securities, such as convertible debt and convertible preferred stock, and the potential exercise or vesting of other dilutive securities, such as options, warrants and restricted stock, as their inclusion would have an anti-dilutive effect. Accordingly, diluted net loss per share is the same as basic net loss per share . The computation of net loss per share is as follows (in thousands, except per share amounts): Year Ended December 31, 2017 2016 2015 Net loss attributable to common shareholders $ (45,020 ) $ (52,009 ) $ (122,622 ) Basic and diluted: Weighted average shares outstanding 36,569 28,198 19,324 Less weighted average restricted shares outstanding (124 ) (250 ) (487 ) Shares used in calculation of basic and diluted net loss per common share 36,445 27,948 18,837 Net loss per common share: Basic and diluted $ (1.24 ) $ (1.86 ) $ (6.51 ) Equity awards, warrants, unvested share rights and other convertible securities aggregating 5.2 million shares, 2.7 million shares and 1.5 million shares for the years ended December 31, 2017 , 2016 and 2015 , respectively, prior to the application of the treasury stock method, have been excluded from the calculation of diluted net loss per share because they were anti-dilutive. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 17. Related Party Transactions Aequus We have a majority ownership interest in Aequus. In May 2007 , we entered into a license agreement with Aequus whereby Aequus gained rights to our Genetic Polymer™ technology. We also entered into an agreement to fund Aequus in exchange for a convertible promissory note. In March 2017 , we and Aequus entered into a License and Promissory Note Termination Agreement and a Note Cancellation Agreement, pursuant to which (1) all of the then-outstanding principal, plus all accrued and unpaid interest, approximately $13.7 million in total, was cancelled and terminated, (2) our license agreement with Aequus was terminated, (3) all obligations to Aequus were terminated with the exception of providing additional funding of up to $347,500 to Aequus, and (4) Aequus agreed to pay us a) 20% of milestone and similar payments, up to a maximum amount of $20.0 million , and b) royalties, on a product-by-product and county-by country basis, of 5% of net sales of certain ACTH Products being developed by Aequus. The additional funding of $347,500 had been provided in full as of September 30, 2017 . Payments from Aequus are due the later of (1) expiration of the last to expire valid patent claim that claims the ACTH Product, or (2) ten years from the first commercial sale of the applicable ACTH Product. We have the right to terminate the License and Promissory Note Termination Agreement and require Aequus to assign all ACTH Product related assets to us if Aequus does not file an Investigational New Drug Application for an ACTH Product with the FDA by September 6, 2019 . Jack W. Singer, M.D., our Executive Vice President, Chief Scientific Officer, Interim Chief Medical Officer, and Global Head of Translational Medicine, and Frederick W. Telling, Ph.D., a member of our Board, are minority shareholders of Aequus, owning approximately 4.3% and 3.8% of the equity in Aequus as of December 31, 2017 , respectively. Dr. Telling is the Chairman of Aequus' Board of Directors. Dr. Singer and Richard Love, a member of our Board, are also members of Aequus’ Board of Directors. BVF Partners L.P. In September 2015 , as discussed in Note 9. Common Stock , we entered into a subscription agreement with BVF pursuant to which we issued 1.0 million shares of our common stock. Further, as discussed in Note 8. Preferred Stock, we completed underwritten public offerings of 55,000 shares of our Series N-2 Preferred Stock, no par value per share in December 2015 and 22,500 shares of our Series N-3 Preferred Stock, no par value per share in June 2017 . BVF purchased 30,000 shares of our Series N-2 Preferred Stock and 6,750 shares of our Series N-3 Preferred Stock in such offerings. BVF converted 30,000 shares of our Series N-2 Preferred Stock and 6,175 shares of our Series N-3 Preferred Stock into approximately 2.7 million shares and 4.1 million shares of our common stock, respectively. Primarily as a result of these transactions, BVF beneficially owned approximately 20.0% and 15.9% of our outstanding common stock as of December 31, 2017 and 2016 , respectively. Matthew D. Perry, a member of our Board, is the President of BVF and portfolio manager for the underlying funds managed by the firm. In connection with the Series N-2 Preferred Stock offering, we entered into a letter agreement with BVF, or the First Letter Agreement, pursuant to which we granted BVF a one-time right, subject to certain conditions, to nominate not more than two individuals to serve as members of our Board, subject to the Board’s consent, which is not to be unreasonably withheld and which consent shall be deemed automatically given with respect to two individuals specified in such Letter Agreement. One of such nominees (the “Independent Nominee”) must (1) qualify as an “independent” director as defined under the applicable rules and regulations of the SEC and the NASDAQ, and (2) must not be considered an “affiliate” of BVF as such term is defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended, or the Exchange Act. We have agreed, for the period hereinafter described and subject to a limited exception, to include the nominated directors in the slate of nominees for election to the Board at each annual or special meeting at which directors are to be elected, recommend that shareholders vote in favor of the election of such nominees and support such nominees for election in a manner no less favorable than how we support our own nominees. This obligation will terminate with respect to: (1) the Independent Nominee, and such Independent Nominee must tender his or her resignation to the Board, if requested, promptly upon BVF ceasing to beneficially own at least 11% of the issued and outstanding common stock or voting power of the Company (determined on an as-converted basis that gives effect to the conversion of all outstanding preferred stock), and (2) each of the Independent Nominee and the other individual nominated by BVF, and each such nominee shall tender his or her resignation to the Board promptly upon the earlier to occur of (a) BVF and its affiliates ceasing to beneficially own at least 5% of the issued and outstanding common stock or voting power of the Company (determined on an as-converted basis that gives effect to the conversion of all outstanding preferred stock), (b) BVF ceasing to beneficially own at least 50% of the shares of the common stock beneficially owned by BVF immediately after consummation of the Series N-2 Preferred Stock offering (on an as-converted basis), (c) the continuation of such nomination right would cause any violation of the applicable listing rules of NASDAQ, (d) such time as BVF informs us in writing that it wishes to terminate the foregoing nomination right, or (e) any breach of the Letter Agreement by BVF. In connection with the offering of Series N-3 Preferred Stock, we entered into a letter agreement with BVF, or the Second Letter Agreement, and pursuant to the First Letter Agreement and the Second Letter Agreement, we agreed to, upon BVF’s election and subject to any board and committee approvals, exchange shares of common stock purchased by BVF directly from us or underlying convertible preferred stock purchased by BVF directly from us, including the shares of common stock underlying the Series N-3 Preferred Stock, into shares of a convertible non-voting preferred stock with substantially similar terms as the Series N-3 Preferred Stock, including a conversion “blocker” initially set at 9.99% of our common stock. Such right would terminate if at any time BVF’s beneficial ownership of our common stock falls below 5% . In February 2018 , in connection with the public offering of common stock as discussed in Note 21. Subsequent Events, BVF purchased 6.3 million shares of our common stock. In addition, BVF exchanged 8.0 million shares of our common stock owned by BVF and 575 shares of our Series N Preferred Stock owned by BVF for 12,575 shares of our Series O Preferred Stock, pursuant to the letter agreements discussed above as well as an additional exchange agreement executed in February 2018 . As a result of these transactions, BVF beneficially owned approximately 12.0% of our common stock as of February 28, 2018 . |
Legal Proceedings
Legal Proceedings | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal Proceedings | 18. Legal Proceedings Italian VAT Assessments In April 2009, December 2009 and June 2010, the Italian Tax Authority, or the ITA, issued notices of assessment to CTI (Europe) based on the ITA’s audit of CTI (Europe)’s VAT returns for the years 2003, 2005, 2006 and 2007, or, collectively, the VAT Assessments. The ITA audits concluded that CTI (Europe) did not collect and remit VAT on certain invoices issued to non-Italian clients for services performed by CTI (Europe). We believe that the services invoiced were non-VAT taxable consultancy services and that the VAT returns are correct as originally filed. We are defending ourselves against the assessments both on procedural grounds and on the merits of the case although we can make no assurances regarding the ultimate outcome of these cases. Following is a summary of the status of the legal proceedings surrounding each respective VAT year return at issue: 2003 . In June 2013, the Regional Tax Court issued decision no. 119/50/13 in regards to the 2003 VAT assessment, which accepted the appeal of the ITA and reversed the previous decision of the Provincial Tax Court. In January 2014, we appealed such decision to the Italian Supreme Court both on procedural grounds and on the merits of the case. In March 2014 , we paid a deposit in respect of the 2013 VAT matter of €0.4 million (or $0.6 million upon conversion from euros as of the date of payment), following the ITA's request for such payment. 2005 . In January 2018, the Italian Supreme Court issued decision No. 02250/2018 which (i) rejected the appeal of the ITA, (ii) confirmed the decision of the Regional Tax Court which ruled fully in our favor, and (iii) due to the novelty of the arguments at stake, compensated the legal expenses incurred by the parties. ITA may not use any ordinary means of appeal against the Supreme Court decision. 2006 and 2007 . The ITA has appealed to the Italian Supreme Court the decisions of the respective appellate court which were favorable to CTI with respect to the consolidated 2006 and 2007 VAT cases (joined by the judge). No hearing has been fixed yet for the 2003 and consolidated 2006/2007 VAT cases. If the final decision of the Italian Supreme Court is unfavorable to us, or if, in the interim, the ITA were to make a demand for payment and we were to be unsuccessful in suspending collection efforts, we may be requested to pay the ITA an amount up to €3.9 million , or approximately $4.7 million converted using the currency exchange rate as of December 31, 2017 , plus collection fees, notification expenses and additional interest for the period lapsed between the dates in which the assessments were issued and the date of effective payment. In January 2013, our then remaining deposit for the VAT Assessments was refunded to us. Lopez & Gilbert v. Nudelman,et al In July 2014 , Joseph Lopez and Gilbert Soper, shareholders of the Company, filed a derivative lawsuit purportedly on behalf of the Company, which is named a nominal defendant, against all current and one past member of our Board of Directors in King County Superior Court in the State of Washington, docketed as Lopez & Gilbert v. Nudelman, et al ., Case No. 14-2-18941-9 SEA. The lawsuit alleges that the directors exceeded their authority under the Company's 2007 Equity Incentive Plan, or the Plan, by improperly transferring 4,756,137 shares (or 475,613 shares adjusted for the 1-for-10 reverse stock split effective January 1, 2017) of the Company’s common stock from the Company to themselves. It alleges that the directors breached their fiduciary duties by granting themselves fully vested shares of Company common stock, which the plaintiffs allege were not among the six types of grants authorized by the Plan, and that the non-employee directors were unjustly enriched by these grants. The lawsuit also alleges that from 2011 through 2014, the non-employee members of our Board of Directors granted themselves grossly excessive compensation, and in doing so breached their fiduciary duties and were unjustly enriched. Among other remedies, the lawsuit seeks a declaration that the specified grants of common stock violated the Plan, rescission of the granted shares, disgorgement of the compensation awards to the non-employee directors from 2011 through 2014, disgorgement of all compensation and other benefits received by the defendant directors in the course of their breaches of fiduciary duties, damages, an order for certain corporate reforms and plaintiffs’ costs and attorneys’ fees. Because the complaint is derivative in nature, it does not seek monetary damages from the Company. In September 2014, the director defendants moved to dismiss the complaint. The motion to dismiss was heard on November 21, 2014, and the Court entered an order denying the motion to dismiss on December 5, 2014. Defendants' answer to the complaint was filed on January 13, 2015. On May 13, 2015, the Company (as nominal defendant) and our directors (as individual defendants) entered into a memorandum of understanding to settle the pending lawsuit in King County Superior Court in the State of Washington docketed as Lopez & Gilbert v. Nudelman, et al ., Case No. 14-2-18941-9 SEA, or the Settlement. On December 10, 2015 , the court issued an order granting final approval to the Settlement. The provisions of the Settlement include the following terms: • We will cancel, and the non-employee directors will agree to, the rescission of all currently outstanding equity awards that we previously granted to non-employee directors that included performance-based vesting metrics and as to which the performance goals remained unsatisfied as of May 13, 2015; • Our current non-employee directors will agree to hold (not transfer or sell or encumber in any way) until September 14, 2015 shares of our stock that they currently own and that we awarded to them during 2011, or at any time after 2011 to the present, and that, at the time of the award by us, was fully-vested and unrestricted; • We will cap the total annual compensation provided by us to our non-employee directors for each of 2015 and 2016. Such annual compensation cap for each non-employee director for each of 2015 and 2016 will be at the greater of (i) $375,000 plus, as to our Board Chairman, an additional $100,000 , or (ii) the 75th percentile of compensation paid by a group of peer companies to their non-employee directors (and, in the case of our Chairman, the 75th percentile of compensation paid by such peers who have a non-employee director chair of their respective board of directors to such non-employee director chairs). The peer group for these purposes will be selected based on advice from an outside compensation consultant. For purposes of the compensation cap and the peer group comparison, compensation will be determined and measured consistent with the rules under Item 402 of Regulation S-K under the Securities Exchange Act of 1934, as amended, and based on publicly-available information at the applicable time ; and • We will implement, if not already implemented, within 90 days following final approval of the Settlement by the court, and maintain until at least the end of calendar year 2017 the following: an annual board discussion of non-employee director compensation philosophy; the use of a compensation consultant to advise the Compensation Committee on material decisions concerning non-employee director compensation issues and compare our non-employee director compensation program to a group of our peers; the use of plain language in our compensation-related public filings; and obtain confirmation from our legal department and outside legal counsel advising on executive compensation matters that any contemplated non-employee director awards do not materially violate the applicable plan or materially fail to comply with applicable law. In connection with the Settlement, we recorded $0.3 million in attorneys’ fees awarded to plaintiffs (net of existing insurance coverage) in our financial statements for the year-ended December 31, 2015 . Securities and Exchange Commission Subpoena We previously disclosed that we had received a subpoena from the SEC in January 2016. We believe that the SEC is seeking to determine whether there have been possible violations of the antifraud and certain other provisions of the federal securities laws related to the Company's disclosures concerning, among other things, the clinical test results of pacritinib. The SEC Staff's letter sent with the subpoena stated that the investigation is a fact-finding inquiry, and the investigation and subpoena do not mean that the SEC has concluded that we or anyone else has violated any law. We are cooperating with this investigation, which is ongoing. In re CTI BioPharma Corp. Securities Litigation On February 10, 2016 and February 12, 2016, class action lawsuits entitled Ahrens v. CTI BioPharma Corp. et al., Case No. 1:16-cv-01044 and McGlothlin v. CTI BioPharma Corp. et al., Case No. C16-216, respectively, were filed in the United States District Court for the Southern District of New York and the United States District Court for the Western District of Washington, respectively, on behalf of shareholders that purchased or acquired the Company’s securities pursuant to our September 24, 2015 public offering and/or shareholders who otherwise acquired our stock between March 4, 2014 and February 9, 2016, inclusive. The complaints assert claims against the Company and certain of our current and former directors and officers for violations of the federal securities laws under Sections 11 and 15 of the Securities Act of 1933, as amended, or the Securities Act, and Sections 10 and 20 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, Plaintiffs’ Securities Act claims allege that the Company’s Registration Statement and Prospectus for the September 24, 2015 public offering contained materially false and misleading statements and failed to disclose certain material adverse facts about the Company’s business, operations and prospects, including with respect to the clinical trials and prospects for pacritinib. Plaintiffs’ Exchange Act claims allege that the Company’s public disclosures were knowingly or recklessly false and misleading or omitted material adverse facts, again with a primary focus on the clinical trials and prospects for pacritinib. On May 2, 2016, the Company filed a motion to transfer the Ahrens case to the United States District Court for the Western District of Washington. The motion was unopposed and granted by the court on May 19, 2016. On June 3, 2016, the parties filed a joint motion to consolidate the McGlothlin case with the Ahrens case in order to proceed as a single consolidated proceeding. On June 13, 2016, the court granted the motion to consolidate with the action being captioned In re CTI BioPharma Corp. Securities Litigation, Master File No. 2:16-cv-00216-RSL. On September 2, 2016, the court appointed Lead Plaintiffs and Lead Counsel. On September 28, 2016, the court entered a scheduling order, as revised by order entered December 8, 2016, setting November 8, 2016 as the deadline to file a consolidated class action complaint and deadlines for briefing defendants’ motion to dismiss. Briefing concluded on February 22, 2017. The consolidated class action complaint asserts claims similar to those asserted in the initial complaints, although it no longer asserts claims relating to the September 24, 2015 public offering, but adds claims relating to the Company’s October 27, 2015 and December 4, 2015 public offerings. On July 26, 2017, we received a written offer for the global resolution and settlement of the consolidated action in exchange for cash payment of $20.0 million . The Company had insurance coverage related to this matter that covered $18.0 million of the claim. In August 2017, we agreed in principle to the terms of the settlement and submitted the terms and proposed class notice to the court for its preliminary approval. On October 24, 2017, the court granted preliminary approval, and on February 1, 2018, the court fully and finally approved the settlement and dismissed all claims against the Company with prejudice. Wei v. James A. Bianco, et al.; England v. James A Bianco, et al; Nahar v. James A. Bianco, et al.; Hill v. James A. Bianco, et al. On March 14, 2016, a Company shareholder filed the first of four similar derivative lawsuits on behalf of the Company seeking damages for alleged harm to the Company caused by certain current and former officers and directors. The first suit, Wei v. James A. Bianco, et al., 16-2-05818-3, was filed in King County Superior Court, Washington. A second suit, England v. James A. Bianco, et al., 16-2-14422-5, was filed in King County Superior Court, Washington, on June 16, 2016. Two additional derivative suits, Nahar v. James A. Bianco, et al., 2:16-cv-0756, and Hill v. James A. Bianco, et al., 2:16-cv-1250, were filed in the United States District Court for the Western District of Washington on May 24, 2016 and August 9, 2016, respectively. The four suits raise similar allegations and seek similar relief against certain current and former officers and directors, including James A. Bianco, Louis A. Bianco, Jack W. Singer, Bruce J. Seeley, John H. Bauer, Phillip M. Nudelman, Reed V. Tuckson, Karen Ignagni, Richard L. Love, Mary O. Mundinger and Frederick W. Telling. Consistent with the requirements of a derivative action, the Company is named in each suit as a nominal defendant against which no monetary relief is sought. The complaints generally allege claims of: (1) breach of fiduciary duty; (2) abuse of control; (3) gross mismanagement; and (4) waste of corporate assets and (5) unjust enrichment (receiving compensation that was unjust in light of the alleged conduct). Each claim is based on the assertion that the Company made materially false and misleading statements and omitted material information from its disclosures about pacritinib and its safety. Plaintiffs in none of the suits made a pre-suit demand on the current Board to investigate whether to pursue claims against officers or directors, instead claiming demand is excused because the named defendants lack independence, are not disinterested because they lack impartiality, received and want to continue to receive their compensation, have longstanding personal and business relationships, and cannot evaluate a demand since they are facing personal liability. Each of plaintiffs’ suits requested the court to award the Company the damages allegedly sustained as a result of the conduct and to direct the Company and the individual defendants to reform and improve the Company’s corporate governance to avoid future damages. On March 29, 2017 during mediation, the parties to the derivative suits reached an agreement in principle to settle all four suits subject to Board and court approvals. Subject to the terms and conditions in the settlement agreement and court approval, CTI has agreed to adopt certain corporate governance reforms relating to, among other things, the content of CTI-retained independent data monitoring committee charters; engagement if an independent expert or entity to conduct yearly audits of compliance with Good Clinical Practices; the creation of a risk compliance officer position; certain improvements to CTI’s Audit Committee, including the requirement that the Audit Committee review CTI’s periodic public reports to facilitate proper disclosure of risks and risk factors; establishment of an internal audit function that will monitor the Company’s adherence to its policies and procedures, including those related to identification and disclosure of drug candidate safety issues; continuing-education requirements for members of the Board; and improvements to CTI’s nominating committee, compensation committee, and clawback policy. CTI also agreed not to object to an attorneys’ fee application by plaintiffs’ counsel of up to $0.8 million collectively, subject to the terms and conditions in the settlement agreement and court approval. There is no admission of liability or any wrongdoing by any of the individual defendants or CTI. On September 25, 2017, the King County Superior Court entered an order substituting Kevin Hammond for former Lead Plaintiff Gang Wei and Maurio Eley for former Lead Plaintiff Michael England, and the two case captions were amended as reflected above. The parties filed settlement-approval papers on October 26, 2017. On November 21, 2017, the Court preliminarily approved the settlement, and on January 31, 2018, the Court fully and finally approved the settlement and dismissed all claims against the Company and the individual defendants with prejudice. In connection with the securities litigation and four derivative lawsuits described above, after taking into account our existing insurance coverage, we recorded $2.2 million of settlement expense in Selling, general and administrative expenses in our consolidated statement of operations for the year ended ended December 31, 2017. In addition to the items discussed above, we are from time to time subject to legal proceedings and claims arising in the ordinary course of business. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 19. Income Taxes We file income tax returns in the U.S., Italy and the U.K. A substantial part of our operations takes place in the State of Washington, which does not impose an income tax as that term is defined in ASC 740, Accounting for Income Taxes . As such, our state income tax expense or benefit, if recognized, would be immaterial to our operations. We are not currently under examination by an income tax authority, nor have we been notified that an examination is contemplated. The U.S. signed into law, on December 22, 2017, tax reform legislation commonly referred to as the U.S. Tax Cuts and Jobs Act of 2017, or the 2017 Tax Act. The 2017 Tax Act significantly revises the U.S. corporate income tax by, among other things, lowering the statutory corporate tax rate from 35% to 21% , eliminating certain deductions, imposing a mandatory one-time tax on accumulated earnings of foreign subsidiaries, introducing new tax regimes, and changing how foreign earnings are subject to U.S. tax. The 2017 Tax Act also enhances and extends through 2026 the option to claim accelerated depreciation deductions on qualified property. We have completed our determination of the accounting implications of the 2017 Tax Act, the impact of which is a $41.3 million reduction in net deferred tax assets to reflect the new statutory rate. The rate adjustment to deferred tax assets, a discrete item for the quarter, is fully offset by a decrease in the valuation allowance: there is therefore no rate impact to us. In addition, there is no impact to current or deferred taxes related to the one-time deemed repatriation, as our foreign subsidiaries do not have cumulative positive earnings and profits. Loss before income taxes is attributable to the following tax jurisdictions (in thousands): 2017 2016 2015 United States $ (40,180 ) $ (51,856 ) $ (110,831 ) Foreign (651 ) (1,097 ) (9,932 ) Net loss before income taxes $ (40,831 ) $ (52,953 ) $ (120,763 ) The reconciliation between our effective tax rate and the income tax rate as of December 31 is as follows: 2017 2016 2015 Federal income tax rate 34 % 34 % 34 % Research and development tax credits 3 1 3 Non-deductible executive compensation — — (1 ) Valuation allowance 304 (33 ) (32 ) Foreign tax rate differential — — (3 ) Impact of tax reform (101 ) — — Expired tax attribute carryforwards (240 ) — — Other — (2 ) (1 ) Net effective tax rate — % — % — % The principal components of our deferred tax assets and liabilities were as follows (in thousands): December 31, 2017 2016 Deferred tax assets: Net operating loss carryforwards $ 21,005 $ 108,372 Capitalized research and development 27,540 43,768 Research and development tax credit carryforwards 1,347 7,253 Stock-based compensation 12,842 19,288 Intangible assets 8,117 14,525 Depreciation and amortization 472 626 Other deferred tax assets 2,279 3,721 Total deferred tax assets 73,602 197,553 Less: valuation allowance (73,310 ) (197,131 ) 292 422 Deferred tax liabilities: Deductions for tax in excess of financial statements (292 ) (422 ) Total deferred tax liabilities (292 ) (422 ) Net deferred tax assets $ — $ — As of December 31, 2017 and 2016 , we had U.S. federal net operating loss carryforwards, or the NOL, of approximately $74.8 million and $305.4 million respectively, which are available to reduce future taxable income. We also had U.S. federal tax credits of $1.3 million and $7.3 million as of December 31, 2017 and 2016 , respectively, which may be used to offset future tax liabilities. The NOL and tax credit carryforwards will begin to expire in 2018 and may become subject to annual limitation in the event of certain cumulative changes in the ownership interest of significant shareholders over a three-year period in excess of 50%, as defined under Sections 382 and 383 of the Internal Revenue Code, or the IRC, of 1986, as amended. This could limit the amount of tax attributes that can be utilized annually to offset future taxable income or future tax liabilities. We have undertaken a formal IRC Section 382 study and the attributes disclosed in this footnote reflect the conclusion of that study. However, subsequent ownership changes may further affect the limitation in future years. At December 31, 2017 , the NOL carryforwards in the U.K.,which have an indefinite carryforward period, were approximately $31.2 million . We maintain a full valuation allowance on our net deferred tax assets. The assessment regarding whether a valuation allowance is required considers both positive and negative evidence when determining whether it is more likely than not that deferred tax assets are recoverable. In making this assessment, significant weight is given to evidence that can be objectively verified. In our valuation, we considered our cumulative loss in recent years and forecasted losses in the near term as significant negative evidence. Based upon a review of the four sources of income identified within ASC 740, we determined that the negative evidence outweighed the positive evidence and that a full valuation allowance on our net deferred tax assets will be maintained. We will continue to assess the realizability of our deferred tax assets going forward and will adjust the valuation allowance as needed. Our valuation allowance decreased by $123.8 million during the year ended December 31, 2017 , and increased by $23.2 million and $38.7 million during the years ended December 31, 2016 and 2015 , respectively. The reduction in the valuation allowance for 2017 was attributable to the reduction in tax rate due to the 2017 Tax Act as well as the reduction in net operating losses as a result of the 2017 Section 382 analysis. We adopted ASU 2016-09, Stock Compensation: Improvements to Employee Share-Based Payment Accounting , in 2017. Due to the fact that there was no excess tax benefit over book expense related to stock compensation, the adoption had no impact to the deferred tax assets. We follow the provisions ASC 740, Accounting for Income Taxes , and the guidance related to accounting for uncertainty in income taxes. We determine our uncertain tax positions based on a determination of whether and how much of a tax benefit taken by us in our tax filings or positions is more likely than not to be sustained upon examination by the relevant income tax authorities. We are subject to U.S. federal and state, Italian and U.K. income taxes with varying statutes of limitations. Tax years from 1998 forward remain open to examination due to the carryover of net operating losses or tax credits. Our policy is to recognize interest related to unrecognized tax benefits as interest expense and penalties as operating expenses. As of December 31, 2017 , we had no unrecognized tax benefits and therefore no accrued interest or penalties related to unrecognized tax benefits. We believe that our income tax filing positions reflected in the various tax returns are more-likely-than not to be sustained on audit and thus there are no anticipated adjustments that would result in a material change to our consolidated financial position, results of operations and cash flows. Therefore, no reserves for uncertain income tax positions have been recorded. |
Unaudited Quarterly Data
Unaudited Quarterly Data | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Unaudited Quarterly Data | 20. Unaudited Quarterly Data The following table presents summarized unaudited quarterly financial data (in thousands, except per share data): First Quarter Second Quarter Third Quarter Fourth Quarter 2017 Total revenues (1) $ 754 $ 22,225 $ 1,705 $ 462 Product sales, net 626 227 — — Gross profit (2) 493 149 (69 ) (84 ) Net income (loss) attributable to CTI (19,828 ) 5,398 (11,974 ) (14,266 ) Net income (loss) attributable to CTI common shareholders (19,828 ) 1,048 (11,974 ) (14,266 ) Net income (loss) per common share—basic (0.71 ) 0.03 (0.28 ) (0.33 ) Net income (loss) per common share—diluted (0.71 ) 0.03 (0.28 ) (0.33 ) 2016 Total revenues (3) $ 36,475 $ 7,361 $ 4,433 $ 9,136 Product sales, net 1,223 975 914 1,015 Gross profit (2) 1,033 815 751 151 Net income (loss) attributable to CTI 3,312 (19,766 ) (29,183 ) (6,372 ) Net income (loss) attributable to CTI common shareholders 3,312 (19,766 ) (29,183 ) (6,372 ) Net income (loss) per common share—basic 0.12 (0.71 ) (1.04 ) (0.23 ) Net income (loss) per common share—diluted 0.12 (0.71 ) (1.04 ) (0.23 ) (1) Total revenues for the second quarter of 2017 include $11.8 million of license and contract revenue recognized in April 2017 in connection with the Restated Agreement with Servier as well as a $10.0 million milestone payment received from Teva upon the achievement of worldwide net sales milestones of TRISENOX. See Note 11. Collaboration, Licensing and Milestone Agreements for additional information. (2) Gross profit is computed by subtracting cost of product sold from net product sales. (3) Total revenues for the first quarter of 2016 include $32.0 million in milestone revenue upon achievement of two milestones during the quarter. The payments from Baxalta relating to these milestones were received in 2015. See Note 7. Long-term Debt for additional information. The fourth quarter of 2016 includes $8.0 million in milestone revenue from Servier relating to the attainment of a certain enrollment event in connection with our PIX306 study. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | 21. Subsequent Events Reincorporation Merger In January 2018 , CTI BioPharma Corp., a Delaware corporation ("CTI DE" or, after giving effect to the Reincorporation Merger (defined below), the “Company”), a wholly owned subsidiary of CTI BioPharma Corp., a Washington corporation (“CTI WA”), entered into an Agreement and Plan of Merger, or the Merger Agreement, with CTI WA, pursuant to which CTI WA would merge with and into CTI DE for the sole purpose of reincorporating CTI WA in the State of Delaware (the “Reincorporation Merger”). The Reincorporation Merger and the Merger Agreement were approved by the Board of CTI WA and by a majority of the votes actually cast by the shareholders entitled to vote at CTI WA’s Special Meeting of Shareholders held on January 24, 2018, or the Effective Date. On the Effective Date, CTI DE and CTI WA effected the Reincorporation Merger, thereby changing the state of incorporation of CTI BioPharma Corp. from the State of Washington to the State of Delaware pursuant to the Merger Agreement. As a result of the Reincorporation Merger, CTI WA ceased to exist as a separate entity. CTI DE’s common stock, par value $0.001 per share, or the Common Stock, will continue to trade on the NASDAQ. The Company’s trading symbol remains as “CTIC.” In accordance with Rule 12g-3 under the Exchange Act, the shares of Common Stock of the Company were deemed to be registered under Section 12(b) of the Exchange Act as a successor to CTI WA. The Delaware Charter authorizes the same number of shares of the Common Stock and each class of preferred stock of CTI WA, except that all subseries of Series N Preferred Stock are eliminated and reclassified as Series N Preferred Stock and the number of authorized Series N Preferred Stock is reduced to 575 . In addition, each share of CTI DE common stock and preferred stock has a par value of $0.001 per share. The Reincorporation Merger changed the legal domicile of CTI WA, but did not result in any change in the principal offices, business, management, capitalization, assets or liabilities of the Company. By operation of law, the Company succeeded to all of the assets and assumed all of the liabilities of CTI WA. The officers and directors of CTI WA are the officers and directors of the Company. As a result of the Reincorporation Merger, the Company has assumed all of the CTI WA employee benefit plans and stock incentive plans in effect at the Effective Date, including CTI WA’s 2017 Equity Incentive Plan, 2015 Equity Incentive Plan, 2007 Equity Incentive Plan and 2007 Employee Stock Purchase Plan, or the Stock Plans, and any and all stock options, restricted stock and restricted stock unit awards, and other equity-based awards that are outstanding under any of the Stock Plans or any individual award agreements outside of the Stock Plans. The Company has also assumed CTI WA’s rights plan with Computershare Trust Company, N.A., as rights agent, dated as of December 28, 2009 and amended on August 31, 2012, December 3, 2012, December 1, 2015 and September 22, 2017. Public Offering of Common Stock In February 2018 , we entered into an underwriting agreement with Leerink Partners LLC acting as sole book-running manager and as representative of the several underwriters named therein (collectively, the “Underwriters”), relating to the offer and sale (the “Offering”) of 20.0 million shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”). The Offering closed on February 13, 2018. The price to the public in this Offering was $3.00 per share of Common Stock. The Underwriters exercised in full their option to purchase an additional 3.0 million shares. The net proceeds from this Offering, after deducting underwriting discounts, commissions and other estimated offering expenses, were approximately $64.2 million . |
Schedule II Valuation and Quali
Schedule II Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2017 | |
Valuation and Qualifying Accounts [Abstract] | |
Schedule II Valuation and Qualifying Accounts | Schedule II. Valuation and Qualifying Accounts Valuation and qualifying accounts include the following (in thousands): Additions (1) (2) Balance at Charged to Charged to Balance at beginning of costs and other (3) end of Description period expenses accounts Deductions period Reserve for excess, obsolete or unsalable inventory: Year ended December 31, 2017 $ 1,510 $ — $ 204 $ (347 ) $ 1,367 Year ended December 31, 2016 $ 1,265 $ 692 $ (19 ) $ (428 ) $ 1,510 Year ended December 31, 2015 $ — $ 1,326 $ (25 ) $ (36 ) $ 1,265 Allowance for doubtful accounts: Year ended December 31, 2016 $ — $ 1,735 $ — $ (1,735 ) $ — (1) We review our inventories on a quarterly basis for impairment and reserves are established when necessary. (2) We record inventory in euros and we record foreign currency translation gains and losses from recurring measurement of our inventory in Accumulated other comprehensive loss in our consolidated balance sheets. (3) The amount of reserve is adjusted for the items disposed of during the period. |
Description of Business and S30
Description of Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Description of Business | CTI BioPharma Corp., together with its wholly-owned subsidiaries, also referred to collectively in this Annual Report on Form 10-K as “we,” “us,” “our,” the “Company” and “CTI”, is a biopharmaceutical company focused on the acquisition, development and commercialization of novel targeted therapies covering a spectrum of blood-related cancers that offer a unique benefit to patients and health care providers. Our goal is to build a profitable company by generating income from products we develop and commercialize, either alone or with partners. We are currently concentrating our efforts on treatments that target blood-related cancers where there is an unmet medical need. In particular, we are primarily focused on evaluating pacritinib for the treatment of adult patients with myelofibrosis and the further development of PIXUVRI worldwide, for which our partners Les Laboratoires Servier and Institut de Recherches Internationales Servier, or collectively Servier, have commercialization rights outside the United States, or the U.S. We operate in a highly regulated and competitive environment. The manufacturing and marketing of pharmaceutical products requires approval from, and is subject to, ongoing oversight by the Food and Drug Administration, or the FDA, in the United States, or the U.S., the European Medicines Agency, or the EMA, in the European Union, or the E.U., and comparable agencies in other countries. Obtaining approval for a new therapeutic product is never certain, may take many years and may involve expenditure of substantial resources. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of CTI and its wholly-owned subsidiaries, which include CTI Life Sciences Limited, or CTILS. We also retain ownership of our branch, CTI BioPharma Corp.- Sede Secondaria, or CTI (Europe) which has ceased operations. Systems Medicine LLC, a wholly-owned subsidiary, was included in the consolidated financial statements until dissolution in December 2017. As of December 31, 2017 , we also had an approximately 60% interest in our majority-owned subsidiary, Aequus Biopharma, Inc., or Aequus. The remaining interest in Aequus not held by CTI is reported as noncontrolling interest in the consolidated financial statements. All intercompany transactions and balances are eliminated in consolidation. |
Liquidity | Liquidity The accompanying consolidated financial statements have been prepared assuming that we will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business within one year after the date the consolidated financial statements are issued. In accordance with Financial Accounting Standards Board, or the FASB, Accounting Standards Update No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40) , our management evaluates whether there are conditions or events, considered in aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after the date that the financial statements are issued. We will need to continue to conduct research, development, testing and regulatory compliance activities with respect to our compounds and ensure the procurement of manufacturing and drug supply services, the costs of which, together with projected general and administrative expenses, is expected to result in operating losses for the foreseeable future. In October 2016, we resumed primary responsibility for the development and commercialization of pacritinib as a result of the termination of the Pacritinib License Agreement with Baxalta Incorporated and its affiliates, or Baxalta, and are no longer eligible to receive cost sharing or milestone payments for pacritinib's development. We have incurred a net operating loss every year since our formation. As of December 31, 2017 , we had an accumulated deficit of $2.2 billion , and we expect to incur net losses for the foreseeable future. Our available cash, cash equivalents and restricted cash were $43.2 million as of December 31, 2017 . In February 2018 , as discussed in Note 21. Subsequent Events, we completed the public offering of common stock and received approximately $64.2 million in net proceeds after deducting underwriting discounts, commissions and other estimated offering expenses. In addition, we received a $10.0 million milestone payment from Teva Pharmaceutical Industries Ltd. relating to the achievement of a milestone for FDA approval of TRISENOX for first line treatment of acute promyelocytic leukemia. We believe that our present financial resources, together with payments projected to be received under certain contractual agreements and our ability to control costs, will be sufficient to fund our operations at least through the next twelve months from the date these financial statements were issued. We previously disclosed that we had substantial doubt about our ability to continue as a going concern, which was primarily due to lack of liquidity. This has since been alleviated as a result of the proceeds we received from the public offering of common stock as well as the milestone payment. We may need to acquire additional funds in order to develop our business. We may seek to raise such capital through public or private equity financings, partnerships, collaborations, joint ventures, disposition of assets, debt financings or restructurings, bank borrowings or other sources of financing. However, we have a limited number of authorized shares of common stock available for issuance and additional funding may not be available on favorable terms or at all. If additional funds are raised by issuing equity securities, substantial dilution to existing shareholders may result. If we fail to obtain additional capital when needed, our ability to operate as a going concern will be harmed, and we may be required to delay, scale back or eliminate some or all of our research and development programs, reduce our selling, general and administrative expenses, be unable to attract and retain highly-qualified personnel, be unable to obtain and maintain contracts necessary to continue our operations and at affordable rates with competitive terms, refrain from making our contractually required payments when due (including debt payments) and/or may be forced to cease operations, liquidate our assets and possibly seek bankruptcy protection. The accompanying consolidated consolidated financial statements do not include adjustments, if any, that may result from the outcome of this uncertainty. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. For example, estimates include assumptions used in calculating reserves for sales deductions such as rebates and returns of product sold, allowances for credit losses, and excess and obsolete inventory, recording share-based compensation expense, accruals, the allocation of operating expenses, provision for loss contingencies, the fair value of financial instruments, our tax provision and related valuation allowance, and determining the useful lives of fixed assets and potential impairment of long-lived assets. Actual results could differ from those estimates. |
Certain Risks, Uncertainties and Concentrations | Certain Risks, Uncertainties and Concentrations Our results of operations are subject to foreign currency exchange rate fluctuations primarily due to our activity in Europe. We report the results of our operations in U.S. dollars, while the functional currency of our foreign subsidiaries is the euro. As the net positions of our unhedged foreign currency transactions fluctuate, our earnings might be negatively affected. In addition, the reported carrying value of our euro-denominated assets and liabilities that remain in our European branches and subsidiaries will be affected by fluctuations in the value of the U.S. dollar as compared to the euro. We review our foreign currency risk periodically along with hedging options to mitigate such risk. We source our drug products for clinical trials from a concentrated group of third-party contractors. If we are unable to obtain sufficient quantities of source materials, manufacture or distribute our products to customers from existing suppliers and service providers, or obtain the materials or services from other suppliers, manufacturers or distributors, certain research and development and sales activities may be delayed. Additionally, see Note 15. Customer and Geographic Concentrations for further concentration disclosure. |
Cash, Cash Equivalents, and Restricted Cash | Cash and Cash Equivalents We consider all highly liquid debt instruments with maturities of three months or less at the time acquired to be cash equivalents. Cash equivalents represent short-term investments consisting of investment-grade corporate and government obligations, carried at cost, which approximates market value. We had no cash equivalents as of December 31, 2017 . Restricted Cash Restricted cash represents a legally restricted deposit held as a compensating balance against our senior secured term loan with Silicon Valley Bank, or SVB. Pursuant to the loan and security agreement entered into with SVB in November 2017, we were required to maintain unrestricted and unencumbered cash in an amount equal to at least $16.0 million at all times prior to the occurrence of an event relating to the delivery to SVB of duly executed signatures to a control agreement from Bank of America with respect to all of our accounts maintained with Bank of America. In January 2018, we obtained a waiver from SVB for such requirement and as a result, we no longer have restrictions placed on the cash balance. See Note 7. Long-term Debt for further details regarding our senior secured term loan with SVB. |
Accounts Receivable | Receivables from Collaborative Arrangements Our receivables from collaborative arrangements relate to amounts payable or reimbursable to us under the terms of collaborative arrangements with our partners. Receivables from collaborative arrangements are reviewed for collectability whenever circumstances indicate that the carrying amount of the receivable may not be recoverable. |
Value Added Tax Receivable | Value Added Tax Receivable Our European operations are subject to a value added tax, or VAT, which is usually applied to all goods and services purchased and sold throughout Europe. The VAT receivable was approximately $4.8 million and $4.4 million as of December 31, 2017 and 2016 , respectively, of which $4.7 million and $4.1 million was included in other assets and $0.1 million and $0.3 million was included in prepaid expenses and other current assets as of December 31, 2017 and 2016 , respectively. The collection period of VAT receivable for our European operations ranges from approximately three months to five years. For our Italian VAT receivable, the collection period is approximately three to five years. As of December 31, 2017 , the VAT receivable related to operations in Italy was approximately $4.8 million . We review our VAT receivable balance for impairment whenever events or changes in circumstances indicate the carrying amount might not be recoverable. |
Inventory | Inventory We carry inventory at the lower of cost or net realizable value. The cost of finished goods and work in process is determined using the standard-cost method, which approximates actual cost based on a first-in, first-out method. Inventory includes the cost of materials, third-party contract manufacturing and overhead costs, quality control costs and shipping costs from the manufacturers to the final distribution warehouse associated with the distribution of PIXUVRI. Production costs for our other product candidates continue to be charged to research and development expense as incurred prior to regulatory approval or until our estimate for regulatory approval becomes probable. We review our inventories on a quarterly basis for impairment and reserves are established when necessary. Estimates of excess inventory consider our projected sales of the product and the remaining shelf lives of product. In the event we identify excess, obsolete or unsalable inventory, the value is written down to the net realizable value. |
Property and Equipment | Property and Equipment Property and equipment are carried at cost, less accumulated depreciation and amortization. Depreciation commences at the time assets are placed in service. We calculate depreciation using the straight-line method over the estimated useful lives of the assets ranging from three to five years for assets other than leasehold improvements. We amortize leasehold improvements over the lesser of their useful life of 10 years or the term of the applicable lease. |
Impairment of Long-lived Assets | Impairment of Long-lived Assets We review our long-lived assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. Each impairment test is based on a comparison of the undiscounted future cash flows to the recorded value of the asset. If an impairment is indicated, the asset is written down to its estimated fair value based on fair market values. |
Leases | Leases We analyze leases at the inception of each agreement for classification as either an operating or capital lease. Certain of our lease agreement terms include rent holidays, rent escalation clauses and incentives for leasehold improvements. We recognize deferred rent relating to incentives for rent holidays and leasehold improvements and amortize the deferred rent over the term of the leases as a reduction of rent expense. For rent escalation clauses, we recognize rent expense equal to the amount of total minimum lease payments on a straight-line basis over the term of the lease. A deferred liability recognized in connection with the December 2017 sublease arrangement is amortized over the term of the sublease as a reduction of rent expense. |
Fair Value Measurement | Fair Value Measurement Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Fair value measurements are based on a three-tier hierarchy that prioritizes the inputs used to measure fair value. There are three levels of inputs used to measure fair value with Level 1 having the highest priority and Level 3 having the lowest: Level 1 – Observable inputs, such as unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 - Observable inputs other than Level 1 inputs, such as quoted prices for similar assets or liabilities, or other inputs that are observable directly or indirectly. Level 3 - Unobservable inputs that are supported by little or no market activity, requiring an entity to develop its own assumptions. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. At December 31, 2017 and 2016 , the carrying value of financial instruments such as receivables and payables approximated their fair values due to their short-term maturities. The carrying value of our long-term debt approximated its fair value at December 31, 2017 and 2016 based on borrowing rates for similar loans and maturities. |
Contingencies | Contingencies We record liabilities associated with loss contingencies to the extent that we conclude that the occurrence of the contingency is probable and that the amount of the related loss is reasonably estimable. We record income from gain contingencies only upon the realization of assets resulting from the favorable outcome of the contingent event. See Note 11. Collaboration, Licensing and Milestone Agreements and Note 18. Legal Proceedings for further information regarding our current gain and loss contingencies. |
Revenue Recognition | Revenue Recognition We currently have conditional marketing authorization for PIXUVRI in the E.U. Revenue is recognized when there is persuasive evidence of the existence of an agreement, delivery has occurred, prices are fixed or determinable, and collectability is assured. Where the revenue recognition criteria are not met, we defer the recognition of revenue by recording deferred revenue until such time that all criteria under the provision are met. Product Sales PIXUVRI was sold primarily through a limited number of wholesale distributors. We generally record product sales upon receipt of the product by the health care providers and certain distributors at which time title and risk of loss pass. Product sales are recorded net of distributor discounts, estimated government-mandated rebates, trade discounts, and estimated product returns. Reserves are established for these deductions and actual amounts incurred are offset against the applicable reserves. We reflect these reserves as either a reduction in the related account receivable or as an accrued liability depending on the nature of the sales deduction. These estimates are periodically reviewed and adjusted as necessary. As of April 2017, Servier has the exclusive and sublicensable (subject to certain conditions) royalty-bearing license with respect to the development and commercialization of PIXUVRI for use in pharmaceutical products, or Licensed Products, outside of the U.S. (and its territories and possessions). As a result, we no longer have product sales. See Note 11. Collaboration, Licensing and Milestone Agreements for further details. |
Collaboration Agreements | Collaboration Agreements We evaluate collaboration agreements to determine whether the multiple elements and associated deliverables can be considered separate units of accounting in accordance with Accounting Standards Codification, or ASC, 605-25, Revenue Recognition — Multiple-Element Arrangements. If it is determined that the deliverables under the collaboration agreement are a single unit of accounting, all amounts received or due, including any upfront payments, are recognized as revenue over the performance obligation periods of each agreement. Upon the completion of the performance obligation, such amounts will be recognized as revenue when collectability is reasonably assured. The assessment of multiple element arrangements requires judgment in order to determine the allocation of revenue to each deliverable and the appropriate point in time, or period of time, that revenue should be recognized. In order to account for these agreements, we identify deliverables included within the agreement and evaluate which deliverables represent separate units of accounting based on whether certain criteria are met, including whether the delivered element has standalone value to the collaborator. 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. Milestone payments under collaboration agreements are generally aggregated into three categories for reporting purposes: (1) development milestones, (2) regulatory milestones and (3) sales milestones. Development milestones are typically payable when a product candidate initiates or advances into different clinical trial phases. Regulatory milestones are typically payable (1) upon submission for marketing approval with the FDA or with the regulatory authorities of other countries, and (2) upon receipt of actual marketing approvals for the compound or for additional indications. Sales milestones are typically payable when annual sales reach certain levels. At the inception of each agreement that includes milestone payments, we evaluate whether each milestone is substantive and at risk to both parties on the basis of the contingent nature of the milestone. This evaluation includes an assessment of whether (1) the consideration is commensurate with either (a) the entity's performance to achieve the milestone, or (b) 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. We evaluate factors such as the scientific, regulatory, commercial and other risks that must be overcome to achieve the respective milestone, the level of effort and investment required to achieve the respective milestone and whether the milestone consideration is reasonable relative to all deliverables and payment terms in the arrangement in making this assessment. Non-refundable development and regulatory milestones that are expected to be achieved as a result of our efforts during the period of substantial involvement are considered substantive and are recognized as revenue upon the achievement of the milestone, assuming all other revenue recognition criteria are met. We follow ASC 605-25, Revenue Recognition – Multiple-Element Arrangements and ASC 808, Collaborative Arrangements , if applicable, to determine the accounting for reimbursement arrangements under collaborative research and development and commercialization agreements. |
Cost of Product Sold | Cost of Product Sold Cost of product sold includes third-party manufacturing costs, shipping costs, contractual royalties, and other costs of PIXUVRI product sold. Cost of product sold also includes allowances, if any, for excess inventory that may expire and become unsalable. |
Research and Development Expenses | Research and Development Expenses Research and development costs are expensed as incurred in accordance with the FASB ASC 730, Research and Development . Research and development expenses include related salaries and benefits, clinical trial and related manufacturing costs, contract and other outside service fees, and facilities and overhead costs related to our research and development efforts. Research and development expenses also consist of costs incurred for proprietary and collaboration research and development and include activities such as product registries and investigator-sponsored trials. In instances where we enter into agreements with third parties for research and development activities, we may prepay fees for services at the initiation of the contract. We record the prepayment as a prepaid asset and amortize the asset into research and development expense over the period of time the contracted research and development services are performed. Other types of arrangements with third parties may be fixed fee or fee for service, and may include monthly payments or payments upon completion of milestones or receipt of deliverables. We expense upfront license payments related to acquired technologies that have not yet reached technological feasibility and have no alternative future use. |
Foreign Currency Translation and Transaction Gains and Losses | Foreign Currency Translation and Transaction Gains and Losses We record foreign currency translation adjustments and transaction gains and losses in accordance with ASC 830, Foreign Currency Matters. For our operations that have a functional currency other than the U.S. dollar, gains and losses resulting from the translation of the functional currency into U.S. dollars for financial statement presentation are not included in determining net loss, but are accumulated in the cumulative foreign currency translation adjustment account as a separate component of shareholders’ equity, except for intercompany transactions that are of a short-term nature with entities that are consolidated, combined or accounted for by the equity method in our consolidated financial statements. We and our subsidiaries also have transactions in foreign currencies other than the functional currency. We record transaction gains and losses in our consolidated statements of operations related to the recurring measurement and settlement of such transactions. The intercompany balance due from CTILS is considered to be of a long-term nature. |
Income Taxes | Income Taxes We record a tax provision for the anticipated tax consequences of our results of operations. The provision for income taxes is computed using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, and for operating losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates in effect for the years in which those tax assets and liabilities are expected to be realized or settled. We provide a valuation allowance to reduce deferred tax assets to the amount that is more likely than not to be realized. |
Net Loss per Share | Net Loss per Share Basic net loss per common share is calculated based on the net loss attributable to common shareholders divided by the weighted average number of shares outstanding for the period. The calculation of diluted net loss per common share excludes the potential conversion of all dilutive convertible securities, such as convertible debt and convertible preferred stock, using the if-converted method, and the potential exercise or vesting of other dilutive securities, such as options, warrants and restricted stock, using the treasury stock method, as their inclusion would have an anti-dilutive effect. |
Recently Accounting Standards | Recently Adopted Accounting Standards In April 2015, the FASB issued a new accounting standard which changes the presentation of debt issuance costs in financial statements. Under the new standard, an entity presents such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs is reported as interest expense. The accounting standard is effective for annual reporting periods beginning after December 15, 2015 and interim periods beginning after December 15, 2016. The adoption of this guidance did not have a material impact on our consolidated financial statements. In July 2015, the FASB issued new accounting guidance on simplifying the measurement of inventory which requires that inventory within the scope of the guidance be measured at the lower of cost and net realizable value. Prior to the issuance of the standard, inventory was measured at the lower of cost or market (where market was defined as replacement cost, with a ceiling of net realizable value and floor of net realizable value less a normal profit margin). The accounting guidance is effective for annual reporting periods (including interim periods within those periods) beginning after December 15, 2016. The adoption of this standard did not have a material impact on our consolidated financial statements. In November 2015, the FASB issued new guidance on the balance sheet classification of deferred taxes. To simplify presentation, the new guidance requires that all deferred tax assets and liabilities, along with any related valuation allowance, be classified as noncurrent on the balance sheet . The accounting standard is effective for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2016. Early adoption is permitted. The adoption of this guidance did not have an impact on our consolidated financial statements. In August 2014, the FASB issued a new accounting standard which requires management to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern for each annual and interim reporting period and to provide related footnote disclosures in certain circumstances. The accounting standard is effective for annual reporting periods ending after December 15, 2016 and interim periods within annual periods beginning after December 15, 2016. Early adoption is permitted. The adoption of this standard in the fourth quarter of 2016 did not have a material impact on our consolidated financial statements. In March 2016, the FASB issued new accounting guidance for employee share-based payments accounting. The accounting standard primarily affects the accounting for forfeitures, minimum statutory tax withholding requirements, and income tax effects related to share-based payments at settlement (or expiration). The accounting guidance is effective for annual reporting periods beginning after December 15, 2016 (including interim periods within those periods). We have historically maintained a full valuation allowance against deferred tax assets. The adoption of this standard in the first quarter of 2017 did not have a material impact on our consolidated financial statements, and we will continue to estimate expected forfeitures. In November 2016, the FASB issued accounting guidance which amends ASC 230, Statement of Cash Flows, to add or clarify guidance on the classification and presentation of restricted cash in the statement of cash flows. The amendments require that restricted cash and restricted cash equivalents be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. Consequently, transfers between cash and restricted cash will not be presented as a separate line item in the operating, investing or financing sections of the cash flow statement. The guidance is effective for fiscal years beginning after December 15, 2017, including interim periods therein. The early adoption is permitted. The adoption of this standard did not have a material impact on our consolidated financial statements. Recently Issued Accounting Standards In May 2014, the FASB issued a comprehensive new standard which amends revenue recognition principles and provides a single set of criteria for revenue recognition among all industries. The new standard provides a five-step framework whereby revenue is recognized when promised goods or services are transferred to a customer at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard also requires enhanced disclosures pertaining to revenue recognition in both interim and annual periods. The standard is effective for interim and annual periods beginning after December 15, 2017 and allows for adoption using a full retrospective method, or a modified retrospective method. We will adopt the new standard in the first quarter 2018 using the modified retrospective method. We have completed the impact on our customer contracts and do not expect the implementation of ASU 2014-09 to have a material quantitative impact on our consolidated financial statements. Under the new standard, such customer arrangements will be accounted for as variable consideration, which may result in revenue being recognized earlier provided we can reliably estimate the ultimate price expected to be realized from the customer. In addition, we do not expect a material cumulative effect adjustment to Retained earnings upon adoption of the standard on January 1, 2018. Adoption of the new standard will also result in additional revenue-related disclosures in the footnotes to our consolidated financial statements. In February 2016, the FASB issued a new accounting guidance on accounting for leases which requires lessees to recognize virtually all of their leases (other than leases that meet the definition of a short-term lease) on the balance sheet. The accounting guidance is effective for annual reporting periods (including interim periods within those periods) beginning after December 15, 2018. Early adoption is permitted. We are currently evaluating the impact of this accounting standard on our consolidated financial statements. In August 2016, the FASB issued an amendment to add or clarify guidance on the classification of certain cash receipts and payments in the statement of cash flows with the objective of reducing diversity in practice regarding eight types of cash flows. The accounting guidance is effective for annual reporting periods (including interim periods within those periods) beginning after December 15, 2017. Early adoption is permitted. We do not expect the adoption of this standard to have a material impact on our statement of cash flows. |
Reclassifications | Reclassifications Certain prior year items have been reclassified to conform to current year presentation. |
Description of Business and S31
Description of Business and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Schedule of Reconciliation of Cash, Cash Equivalents and Restricted Cash | The following table provides reconciliations of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statements of cash flows. December 31, 2017 December 31, 2016 December 31, 2015 Cash and cash equivalents $ 27,218 $ 44,002 $ 128,182 Restricted cash 16,000 — — Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows $ 43,218 $ 44,002 $ 128,182 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Components of Inventories | The components of PIXUVRI inventories consisted of the following as of December 31, 2017 and 2016 (in thousands): 2017 2016 Finished goods $ 394 $ 477 Work-in-process 1,523 2,558 Inventory, gross $ 1,917 $ 3,035 Reserve for excess, obsolete or unsalable inventory $ (1,367 ) $ (1,510 ) Inventory, net $ 550 $ 1,525 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and equipment are composed of the following as of December 31, 2017 and 2016 (in thousands): 2017 2016 Furniture and office equipment $ 4,552 $ 6,521 Leasehold improvements 5,168 5,106 Lab equipment 209 201 9,929 11,828 Less: accumulated depreciation and amortization (7,564 ) (8,805 ) Property and equipment, net $ 2,365 $ 3,023 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Summary of Accrued Expenses | Accrued expenses consisted of the following as of December 31, 2017 and 2016 (in thousands): 2017 2016 Clinical and investigator-sponsored trial expenses $ 5,019 $ 7,303 Employee compensation and related expenses 4,432 6,364 Manufacturing expenses 2,637 7,616 Legal expenses 537 1,037 Selling expenses 143 136 Insurance financing 575 888 Interest expenses 93 2 Other 454 1,419 Total accrued expenses $ 13,890 $ 24,765 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Leases [Abstract] | |
Schedule of Future Minimum Operating Lease Payments and Receivables | Future minimum lease commitments for non-cancelable operating leases, net of sublease rentals, at December 31, 2017 were as follows (in thousands): Operating Sublease Leases Rentals Net 2018 $ 2,487 $ 771 $ 1,716 2019 2,532 1,365 1,167 2020 2,584 1,410 1,174 2021 2,580 1,454 1,126 2022 868 499 369 Thereafter — — — Total minimum lease commitments $ 11,051 $ 5,499 $ 5,552 |
Schedule of Future Minimum Operating Lease Payments and Receivables | Future minimum lease commitments for non-cancelable operating leases, net of sublease rentals, at December 31, 2017 were as follows (in thousands): Operating Sublease Leases Rentals Net 2018 $ 2,487 $ 771 $ 1,716 2019 2,532 1,365 1,167 2020 2,584 1,410 1,174 2021 2,580 1,454 1,126 2022 868 499 369 Thereafter — — — Total minimum lease commitments $ 11,051 $ 5,499 $ 5,552 |
Other Liabilities (Tables)
Other Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Other Liabilities Disclosure [Abstract] | |
Components of Other Liabilities | Other liabilities consisted of the following as of December 31, 2017 and 2016 (in thousands): 2017 2016 Deferred rent, less current portion $ 3,050 $ 3,011 Other long-term obligations 2,419 604 Total other liabilities $ 5,469 $ 3,615 |
Common Stock (Tables)
Common Stock (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Summary of Common Stock Reserved for Issuance | A summary of common stock reserved for issuance is as follows as of December 31, 2017 (in thousands): Equity incentive plans 5,920 Option agreement with Adam R. Craig 1,120 Common stock purchase warrants 219 Series N-3 convertible preferred stock 383 Employee stock purchase plan 184 Total common stock reserved 7,826 |
Other Comprehensive Loss (Table
Other Comprehensive Loss (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Total Accumulated Other Comprehensive Loss | Total accumulated other comprehensive loss consisted of the following (in thousands): Net Unrealized Gain (Loss) and Impairment on Available-For-Sale Securities Foreign Currency Translation Adjustments Unrealized Foreign Exchange (Loss) Gain on Intercompany Balance Accumulated Other Comprehensive Loss December 31, 2016 $ (6 ) $ (2,902 ) $ (3,747 ) $ (6,655 ) Current period other comprehensive income (loss) 7 (3,927 ) 4,303 383 December 31, 2017 $ 1 $ (6,829 ) $ 556 $ (6,272 ) |
Collaboration, Licensing and 39
Collaboration, Licensing and Milestone Agreements (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Collaborations [Abstract] | |
Allocation of Arrangement Consideration | We allocated the arrangement consideration of $12.8 million ( €12.0 million converted into U.S. dollars using the currency exchange rate as of the date of the Restated Agreement) based on the percentage of the relative selling price of each unit of accounting as follows (in thousands): License $ 11,487 Development and other services 1,348 Total upfront payment $ 12,835 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation Expense by Types of Awards | During the years ended December 31, 2017 , 2016 and 2015 , we recognized share-based compensation expense which consisted of the following types of awards (in thousands): 2017 2016 2015 Performance rights $ — $ 575 $ 3,155 Restricted stock 1,015 4,199 8,656 Options 4,731 8,550 3,017 Total share-based compensation expense $ 5,746 $ 13,324 $ 14,828 |
Summary of Share-Based Compensation Expense | The following table summarizes share-based compensation expense for the years ended December 31, 2017 , 2016 and 2015 , which was allocated as follows (in thousands): 2017 2016 2015 Research and development $ 911 $ 2,320 $ 3,964 Selling, general and administrative 4,835 11,004 10,864 Total share-based compensation expense $ 5,746 $ 13,324 $ 14,828 |
Schedule of Black Scholes Stock Option Pricing Model Weighted Average Assumptions | Fair value for stock options was estimated at the date of grant using the Black-Scholes pricing model, with the following weighted average assumptions: Year Ended December 31, 2017 2016 2015 Risk-free interest rate 1.9 % 1.2 % 1.7 % Expected dividend yield None None None Expected life (in years) 5.2 4.0 5.3 Volatility 83 % 75 % 80 % |
Stock Option Activity for All Stock Plans | The following table summarizes stock option activity for all of our stock option plans: Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (Thousands) Outstanding at December 31, 2014 (317,400 exercisable) 492,000 $ 31.39 Granted 1,149,000 $ 13.94 Exercised (8,000 ) $ 13.98 Forfeited (62,000 ) $ 21.70 Cancelled and expired (12,000 ) $ 242.92 Outstanding at December 31, 2015 (436,100 exercisable) 1,559,000 $ 17.45 Granted 1,511,000 $ 6.43 Exercised — $ — Forfeited (128,000 ) $ 9.07 Cancelled and expired (136,000 ) $ 25.58 Outstanding at December 31, 2016 (1,913,000 exercisable) 2,806,000 $ 11.44 Granted 4,450,000 $ 3.68 Exercised — $ — Forfeited (378,000 ) $ 6.27 Cancelled and expired (210,000 ) $ 24.33 Outstanding at December 31, 2017 6,668,000 $ 6.15 7.0 $ — Vested or expected to vest at December 31, 2017 6,410,000 $ 6.26 6.9 $ 9 Exercisable at December 31, 2017 2,500,000 $ 9.83 3.2 $ — |
Summary of Status of Nonvested Restricted Stock Awards and Units | A summary of the status of nonvested restricted stock units as of December 31, 2017 and changes during the period then ended, is presented below: Nonvested Units Weighted Average Nonvested at December 31, 2016 187,000 $ 5.35 Issued 20,000 $ 4.97 Vested (187,000 ) $ 5.35 Forfeited — $ — Nonvested at December 31, 2017 20,000 $ 4.97 A summary of the status of nonvested restricted stock awards as of December 31, 2017 and changes during the period then ended, is presented below: Nonvested Shares Weighted Average Grant-Date Fair Value Per Share Nonvested at December 31, 2016 183,000 $ 12.76 Issued 2,000 $ 5.78 Vested (83,000 ) $ 9.43 Forfeited (39,000 ) $ 14.39 Nonvested at December 31, 2017 63,000 $ 15.93 |
Customer and Geographic Conce41
Customer and Geographic Concentrations (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Product Sales from Major Customers | All sales of PIXUVRI during the years presented were in Europe. Product sales from PIXUVRI’s major customers as a percentage of total product sales were as follows: Year Ended December 31, 2017 2016 2015 Customer A 61 % 60 % 41 % Customer B 24 % 27 % 42 % Customer C 13 % — — |
Long-Lived Assets Based on Geographical Locations | The following table depicts long-lived assets based on the following geographic locations (in thousands): Year Ended December 31, 2017 2016 United States $ 2,365 $ 2,990 Europe — 33 Total long-lived assets $ 2,365 $ 3,023 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Shares | The computation of net loss per share is as follows (in thousands, except per share amounts): Year Ended December 31, 2017 2016 2015 Net loss attributable to common shareholders $ (45,020 ) $ (52,009 ) $ (122,622 ) Basic and diluted: Weighted average shares outstanding 36,569 28,198 19,324 Less weighted average restricted shares outstanding (124 ) (250 ) (487 ) Shares used in calculation of basic and diluted net loss per common share 36,445 27,948 18,837 Net loss per common share: Basic and diluted $ (1.24 ) $ (1.86 ) $ (6.51 ) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Loss Before Income Taxes | Loss before income taxes is attributable to the following tax jurisdictions (in thousands): 2017 2016 2015 United States $ (40,180 ) $ (51,856 ) $ (110,831 ) Foreign (651 ) (1,097 ) (9,932 ) Net loss before income taxes $ (40,831 ) $ (52,953 ) $ (120,763 ) |
Reconciliation Between Effective Tax Rate and Income Tax Rate | The reconciliation between our effective tax rate and the income tax rate as of December 31 is as follows: 2017 2016 2015 Federal income tax rate 34 % 34 % 34 % Research and development tax credits 3 1 3 Non-deductible executive compensation — — (1 ) Valuation allowance 304 (33 ) (32 ) Foreign tax rate differential — — (3 ) Impact of tax reform (101 ) — — Expired tax attribute carryforwards (240 ) — — Other — (2 ) (1 ) Net effective tax rate — % — % — % |
Significant Components of Deferred Tax Assets and Liabilities | The principal components of our deferred tax assets and liabilities were as follows (in thousands): December 31, 2017 2016 Deferred tax assets: Net operating loss carryforwards $ 21,005 $ 108,372 Capitalized research and development 27,540 43,768 Research and development tax credit carryforwards 1,347 7,253 Stock-based compensation 12,842 19,288 Intangible assets 8,117 14,525 Depreciation and amortization 472 626 Other deferred tax assets 2,279 3,721 Total deferred tax assets 73,602 197,553 Less: valuation allowance (73,310 ) (197,131 ) 292 422 Deferred tax liabilities: Deductions for tax in excess of financial statements (292 ) (422 ) Total deferred tax liabilities (292 ) (422 ) Net deferred tax assets $ — $ — |
Unaudited Quarterly Data (Table
Unaudited Quarterly Data (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Unaudited Quarterly Financial Information | The following table presents summarized unaudited quarterly financial data (in thousands, except per share data): First Quarter Second Quarter Third Quarter Fourth Quarter 2017 Total revenues (1) $ 754 $ 22,225 $ 1,705 $ 462 Product sales, net 626 227 — — Gross profit (2) 493 149 (69 ) (84 ) Net income (loss) attributable to CTI (19,828 ) 5,398 (11,974 ) (14,266 ) Net income (loss) attributable to CTI common shareholders (19,828 ) 1,048 (11,974 ) (14,266 ) Net income (loss) per common share—basic (0.71 ) 0.03 (0.28 ) (0.33 ) Net income (loss) per common share—diluted (0.71 ) 0.03 (0.28 ) (0.33 ) 2016 Total revenues (3) $ 36,475 $ 7,361 $ 4,433 $ 9,136 Product sales, net 1,223 975 914 1,015 Gross profit (2) 1,033 815 751 151 Net income (loss) attributable to CTI 3,312 (19,766 ) (29,183 ) (6,372 ) Net income (loss) attributable to CTI common shareholders 3,312 (19,766 ) (29,183 ) (6,372 ) Net income (loss) per common share—basic 0.12 (0.71 ) (1.04 ) (0.23 ) Net income (loss) per common share—diluted 0.12 (0.71 ) (1.04 ) (0.23 ) (1) Total revenues for the second quarter of 2017 include $11.8 million of license and contract revenue recognized in April 2017 in connection with the Restated Agreement with Servier as well as a $10.0 million milestone payment received from Teva upon the achievement of worldwide net sales milestones of TRISENOX. See Note 11. Collaboration, Licensing and Milestone Agreements for additional information. (2) Gross profit is computed by subtracting cost of product sold from net product sales. (3) Total revenues for the first quarter of 2016 include $32.0 million in milestone revenue upon achievement of two milestones during the quarter. The payments from Baxalta relating to these milestones were received in 2015. See Note 7. Long-term Debt for additional information. The fourth quarter of 2016 includes $8.0 million in milestone revenue from Servier relating to the attainment of a certain enrollment event in connection with our PIX306 study. |
Description of Business and S45
Description of Business and Summary of Significant Accounting Policies - Additional Information (Detail) € in Millions | Feb. 13, 2018USD ($) | Jan. 01, 2017shares | Feb. 28, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2017EUR (€) | Dec. 31, 2017USD ($) | Nov. 30, 2017USD ($) | Dec. 31, 2016EUR (€) | Dec. 31, 2016USD ($) | Dec. 31, 2014USD ($) |
Description Of Business And Significant Accounting Policies [Line Items] | |||||||||||||
Reverse stock split ratio | 0.1 | ||||||||||||
Preferred stock outstanding (in shares) | shares | 0 | ||||||||||||
Accumulated deficit | $ 2,195,346,000 | $ 2,150,326,000 | |||||||||||
Available cash and cash equivalents | $ 128,182,000 | 43,218,000 | 44,002,000 | $ 70,933,000 | |||||||||
Proceeds from common stock offering, net of issuance costs | $ 0 | $ 0 | 15,147,000 | ||||||||||
Milestone payment received | 0 | 32,000,000 | 0 | ||||||||||
Cash equivalents | 0 | ||||||||||||
Bad debt expense | 0 | 1,735,000 | 0 | ||||||||||
Allowance for doubtful accounts from collaborative arrangements | 0 | 0 | |||||||||||
VAT receivable | 4,800,000 | 4,400,000 | |||||||||||
Reserve for inventory | 1,367,000 | 1,510,000 | |||||||||||
Unrealized foreign exchange gain (loss) | $ 4,300,000 | (1,200,000) | $ (2,600,000) | ||||||||||
Intercompany balance, due from CTILS, noncurrent | € 26.2 | 31,400,000 | € 29.7 | 31,200,000 | |||||||||
Minimum | Assets Other Than Leasehold Improvements | |||||||||||||
Description Of Business And Significant Accounting Policies [Line Items] | |||||||||||||
Property and equipment useful life | 3 years | ||||||||||||
Maximum | Assets Other Than Leasehold Improvements | |||||||||||||
Description Of Business And Significant Accounting Policies [Line Items] | |||||||||||||
Property and equipment useful life | 5 years | ||||||||||||
Maximum | Leasehold Improvements | |||||||||||||
Description Of Business And Significant Accounting Policies [Line Items] | |||||||||||||
Property and equipment useful life | 10 years | ||||||||||||
Europe | Minimum | |||||||||||||
Description Of Business And Significant Accounting Policies [Line Items] | |||||||||||||
VAT receivable, collection period | 3 months | ||||||||||||
Europe | Maximum | |||||||||||||
Description Of Business And Significant Accounting Policies [Line Items] | |||||||||||||
VAT receivable, collection period | 5 years | ||||||||||||
ITALY | |||||||||||||
Description Of Business And Significant Accounting Policies [Line Items] | |||||||||||||
VAT receivable | 4,800,000 | ||||||||||||
ITALY | Minimum | |||||||||||||
Description Of Business And Significant Accounting Policies [Line Items] | |||||||||||||
VAT receivable, collection period | 3 years | ||||||||||||
ITALY | Maximum | |||||||||||||
Description Of Business And Significant Accounting Policies [Line Items] | |||||||||||||
VAT receivable, collection period | 5 years | ||||||||||||
Other Assets | |||||||||||||
Description Of Business And Significant Accounting Policies [Line Items] | |||||||||||||
VAT receivable, non-current | 4,700,000 | 4,100,000 | |||||||||||
Prepaid Expenses and Other Current Assets | |||||||||||||
Description Of Business And Significant Accounting Policies [Line Items] | |||||||||||||
VAT receivable, current | 100,000 | $ 300,000 | |||||||||||
Silicon Valley Bank | Secured Debt | Loan and Security Agreement | |||||||||||||
Description Of Business And Significant Accounting Policies [Line Items] | |||||||||||||
Unrestricted and unencumbered cash required to be held per agreement | $ 16,000,000 | $ 16,000,000 | |||||||||||
Aequus Biopharma, Inc | Affiliated Entity | |||||||||||||
Description Of Business And Significant Accounting Policies [Line Items] | |||||||||||||
Interest in majority-owned subsidiary | 60.00% | 60.00% | |||||||||||
Collaborative Arrangement Product Agreement | TRISENOX | Cephalon, Inc | |||||||||||||
Description Of Business And Significant Accounting Policies [Line Items] | |||||||||||||
Milestone payment received | $ 10,000,000 | $ 0 | $ 40,000,000 | ||||||||||
Collaborative Arrangement Product Agreement | Subsequent Event | TRISENOX | Cephalon, Inc | |||||||||||||
Description Of Business And Significant Accounting Policies [Line Items] | |||||||||||||
Milestone payment received | $ 10,000,000 | ||||||||||||
Leerink Partners LLC | Subsequent Event | |||||||||||||
Description Of Business And Significant Accounting Policies [Line Items] | |||||||||||||
Proceeds from common stock offering, net of issuance costs | $ 64,200,000 | $ 64,200,000 |
Description of Business and S46
Description of Business and Summary of Significant Accounting Policies - Reconciliation of Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 27,218 | $ 44,002 | $ 128,182 | |
Restricted cash | 16,000 | 0 | 0 | |
Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows | $ 43,218 | $ 44,002 | $ 128,182 | $ 70,933 |
Inventory (Detail)
Inventory (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 394 | $ 477 |
Work-in-process | 1,523 | 2,558 |
Inventory, gross | 1,917 | 3,035 |
Reserve for excess, obsolete or unsalable inventory | (1,367) | (1,510) |
Inventory, net | $ 550 | $ 1,525 |
Property and Equipment (Detail)
Property and Equipment (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Property Plant And Equipment [Line Items] | |||
Property and Equipment, Gross | $ 9,929 | $ 11,828 | |
Less: accumulated depreciation and amortization | (7,564) | (8,805) | |
Property and equipment, net | 2,365 | 3,023 | |
Depreciation expense | 717 | 831 | $ 990 |
Furniture and office equipment | |||
Property Plant And Equipment [Line Items] | |||
Property and Equipment, Gross | 4,552 | 6,521 | |
Leasehold improvements | |||
Property Plant And Equipment [Line Items] | |||
Property and Equipment, Gross | 5,168 | 5,106 | |
Lab equipment | |||
Property Plant And Equipment [Line Items] | |||
Property and Equipment, Gross | $ 209 | $ 201 |
Accrued Expenses (Detail)
Accrued Expenses (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Payables and Accruals [Abstract] | ||
Clinical and investigator-sponsored trial expenses | $ 5,019 | $ 7,303 |
Employee compensation and related expenses | 4,432 | 6,364 |
Manufacturing expenses | 2,637 | 7,616 |
Legal expenses | 537 | 1,037 |
Selling expenses | 143 | 136 |
Insurance financing | 575 | 888 |
Interest expenses | 93 | 2 |
Other | 454 | 1,419 |
Total accrued expenses | $ 13,890 | $ 24,765 |
Leases - Additional Information
Leases - Additional Information (Detail) ft² in Thousands | 1 Months Ended | 12 Months Ended | |||
Dec. 31, 2017USD ($)ft² | Jan. 31, 2012USD ($)ft²Option$ / ft² | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Operating Leased Assets [Line Items] | |||||
Lease agreement area (square feet) | ft² | 44 | 66 | |||
Lease term | 120 months | ||||
Number of options to extend the term | Option | 2 | ||||
Extend option term | 5 years | ||||
Initial annual rent payments per square foot | $ / ft² | 27 | ||||
Rent payments due in initial five months | $ 0 | $ 0 | $ 0 | ||
Percentage of annual rent increase | 3.00% | ||||
Allowance for tenant improvements | $ 3,300,000 | ||||
Sublease loss | 1,600,000 | 1,584,000 | $ 0 | $ 0 | |
Deferred liability | 1,600,000 | 1,600,000 | |||
Other current liabilities | 1,424,000 | 1,424,000 | 602,000 | ||
Other liabilities | 5,469,000 | 5,469,000 | 3,615,000 | ||
Sublease income | 100,000 | ||||
Rent expense, net facilities charges and sublease income | 1,600,000 | $ 2,000,000 | $ 2,000,000 | ||
Sublease | |||||
Operating Leased Assets [Line Items] | |||||
Other current liabilities | 800,000 | 800,000 | |||
Other liabilities | $ 600,000 | $ 600,000 |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments Under Noncancelable Operating Leases (Detail) $ in Thousands | Dec. 31, 2017USD ($) |
Operating Leases Future Minimum Payments | |
Operating leases, 2018 | $ 2,487 |
Operating leases, 2019 | 2,532 |
Operating leases, 2020 | 2,584 |
Operating leases, 2021 | 2,580 |
Operating leases, 2022 | 868 |
Operating leases, Thereafter | 0 |
Operating leases, Total minimum lease commitments | 11,051 |
Sublease Rentals Future Payments Receivable | |
Sublease rentals, 2018 | 771 |
Sublease rentals, 2019 | 1,365 |
Sublease rentals, 2020 | 1,410 |
Sublease rentals, 2021 | 1,454 |
Sublease rentals, 2022 | 499 |
Sublease rentals, Thereafter | 0 |
Sublease rentals, Total minimum lease commitments | 5,499 |
Operating leases, net, 2018 | 1,716 |
Operating leases, net, 2019 | 1,167 |
Operating leases, net, 2020 | 1,174 |
Operating leases, net, 2021 | 1,126 |
Operating leases, net, 2022 | 369 |
Operating leases, net, Thereafter | 0 |
Operating leases, net, Total minimum lease commitments | $ 5,552 |
Other Liabilities (Detail)
Other Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Other Liabilities Disclosure [Abstract] | ||
Deferred rent, less current portion | $ 3,050 | $ 3,011 |
Other long-term obligations | 2,419 | 604 |
Total other liabilities | 5,469 | $ 3,615 |
Deferred liability related to sublease execution | 600 | |
Silicon Valley Bank | Secured Debt | Loan and Security Agreement | ||
Debt Instrument [Line Items] | ||
Fee amount on term loan | $ 1,400 |
Long-term Debt (Detail)
Long-term Debt (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||||
Nov. 30, 2017 | Feb. 29, 2016 | Jan. 31, 2016 | Dec. 31, 2015 | Jun. 30, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | May 31, 2015 | Mar. 31, 2014 | Mar. 31, 2013 | |
Debt Instrument [Line Items] | |||||||||||
Loss on debt extinguishment | $ 163,000 | $ 0 | $ 1,211,000 | ||||||||
License and contract revenue | 24,293,000 | $ 53,278,000 | 12,644,000 | ||||||||
Borrowing Associated With License Agreement | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument stated interest rate percentage | 9.00% | ||||||||||
Borrowing Associated With License Agreement | Baxalta | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt face amount | $ 32,000,000 | ||||||||||
Borrowing Associated With License Agreement | EMA Milestone | Baxalta | |||||||||||
Debt Instrument [Line Items] | |||||||||||
License and contract revenue | $ 12,000,000 | ||||||||||
Borrowing Associated With License Agreement | Persist2 Milestone | Baxalta | |||||||||||
Debt Instrument [Line Items] | |||||||||||
License and contract revenue | $ 20,000,000 | ||||||||||
Secured Debt | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument unamortized discount | $ 100,000 | ||||||||||
Debt face amount | $ 15,000,000 | ||||||||||
Repaid principle face amount | 14,300,000 | ||||||||||
Secured Debt | Loan and Security Agreement | Silicon Valley Bank | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument maximum borrowing capacity | 18,000,000 | ||||||||||
Proceeds from line of credit | 16,000,000 | ||||||||||
Remaining borrowing capacity | 2,000,000 | ||||||||||
Legally restricted cash | $ 16,000,000 | 16,000,000 | |||||||||
Repayment term | 36 months | ||||||||||
Interest only period | 12 months | ||||||||||
Interest only extension period | 18 months | ||||||||||
Debt instrument stated interest rate percentage | 6.75% | ||||||||||
Fee payable when loan is paid or payable in full | 9.00% | ||||||||||
Fee amount on term loan | 1,400,000 | ||||||||||
Debt issuance costs | $ 100,000 | ||||||||||
Debt instrument unamortized discount | $ 1,900,000 | 1,900,000 | |||||||||
Debt instrument unamortized issuance cost | 100,000 | ||||||||||
Outstanding principal balance | $ 16,000,000 | ||||||||||
Secured Debt | Loan and Security Agreement | Participation Arrangement | Silicon Valley Bank | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Number of warrant issued (in shares) | 190,140 | ||||||||||
Warrant exercise price (in USD per share) | $ 2.84 | ||||||||||
Secured Debt | Loan and Security Agreement | Participation Arrangement, Initial Exercise | Silicon Valley Bank | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Number of warrant issued (in shares) | 169,014 | ||||||||||
Secured Debt | Loan and Security Agreement | Participation Agreement, Loan Funding Contingency | Silicon Valley Bank | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Number of warrant issued (in shares) | 21,126 | ||||||||||
Secured Debt | Loan and Security Agreement | Prime Rate | Silicon Valley Bank | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate above prime rate | 2.50% | ||||||||||
Secured Debt | Original Loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument maximum borrowing capacity | $ 15,000,000 | ||||||||||
Secured Debt | Amended Original Loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument maximum borrowing capacity | $ 5,000,000 | ||||||||||
Secured Debt | Third Amendment | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument maximum borrowing capacity | 25,000,000 | ||||||||||
Proceeds from line of credit | 6,200,000 | ||||||||||
Fee amount on term loan | $ 1,300,000 | ||||||||||
Number of warrant issued (in shares) | 29,239 | ||||||||||
Warrant exercise price (in USD per share) | $ 17.10 | ||||||||||
Debt instrument, outstanding amount | $ 20,000,000 | $ 13,800,000 | |||||||||
Debt instrument unused additional borrowing capacity | 5,000,000 | ||||||||||
Commitment fee | 15,000 | ||||||||||
Facility charge | $ 300,000 | ||||||||||
Warrant exercisable period | 5 years | ||||||||||
Warrant liability | $ 200,000 | $ 400,000 | 200,000 | ||||||||
Loss on debt extinguishment | 1,200,000 | ||||||||||
Secured Debt | Fourth Amendment | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Proceeds from line of credit | 5,000,000 | ||||||||||
Debt instrument, outstanding amount | $ 25,000,000 | $ 25,000,000 |
Preferred Stock (Detail)
Preferred Stock (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||||
Feb. 28, 2018 | Jun. 30, 2017 | Dec. 31, 2015 | Oct. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Jan. 31, 2018 | Jan. 01, 2017 | |
Class of Stock [Line Items] | |||||||||
Number of shares issued in conversion (in shares) | 14,600,000 | ||||||||
Conversion price (in USD per share) | $ 3 | ||||||||
Dividends and deemed dividends on preferred stock | $ 4,350 | $ 0 | $ 3,200 | ||||||
N-3 Preferred stock outstanding (in shares) | 0 | ||||||||
Series N-1 Preferred Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Stock Issued (in shares) | 50,000 | ||||||||
Proceeds from issuance of preferred stock | $ 50,000 | ||||||||
Underwriting commissions and discounts, and other offering costs | $ 3,400 | ||||||||
Preferred stock, stated value (in USD per share) | $ 1,000 | ||||||||
Number of shares converted (in shares) | 50,000 | ||||||||
Number of shares issued in conversion (in shares) | 4,000,000 | ||||||||
Conversion price (in USD per share) | $ 12.50 | ||||||||
Dividends and deemed dividends on preferred stock | $ 3,200 | ||||||||
Series N-1 Preferred Stock | Underwriters Commissions and Discounts | |||||||||
Class of Stock [Line Items] | |||||||||
Underwriting commissions and discounts | $ 3,000 | ||||||||
Series N-2 Preferred Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Stock Issued (in shares) | 55,000 | ||||||||
Proceeds from issuance of preferred stock | $ 55,000 | ||||||||
Underwriting commissions and discounts, and other offering costs | $ 2,600 | ||||||||
Preferred stock, stated value (in USD per share) | $ 1,000 | $ 1,000 | |||||||
Number of shares converted (in shares) | 55,000 | ||||||||
Number of shares issued in conversion (in shares) | 5,000,000 | ||||||||
Conversion price (in USD per share) | $ 11 | $ 11 | |||||||
Series N-2 Preferred Stock | Underwriters Commissions and Discounts | |||||||||
Class of Stock [Line Items] | |||||||||
Underwriting commissions and discounts | $ 2,200 | ||||||||
Series N-3 Preferred Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Stock Issued (in shares) | 22,500 | ||||||||
Proceeds from issuance of preferred stock | $ 45,000 | ||||||||
Underwriting commissions and discounts, and other offering costs | $ 2,300 | ||||||||
Preferred stock, stated value (in USD per share) | $ 2,000 | $ 2,000 | $ 2,000 | ||||||
Number of shares converted (in shares) | 21,925 | ||||||||
Dividends and deemed dividends on preferred stock | $ 4,400 | ||||||||
N-3 Preferred stock outstanding (in shares) | 575 | 0 | |||||||
Subsequent Event | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred stock, stated value (in USD per share) | $ 0.001 | ||||||||
Common Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Stock Issued (in shares) | 1,000,000 | ||||||||
Common Stock | Series N-1 Preferred Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Number of shares issued in conversion (in shares) | 4,000,000 | ||||||||
Common Stock | Series N-2 Preferred Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Number of shares issued in conversion (in shares) | 5,000,000 | ||||||||
Common Stock | Series N-3 Preferred Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Number of shares issued in conversion (in shares) | 14,616,000 | ||||||||
BVF Partners, L.P. | Subsequent Event | Series N Preferred Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Number of shares converted (in shares) | 575 | ||||||||
BVF Partners, L.P. | Subsequent Event | Series O Preferred Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Number of shares issued in conversion (in shares) | 12,575 | ||||||||
BVF Partners, L.P. | Common Stock | Subsequent Event | |||||||||
Class of Stock [Line Items] | |||||||||
Stock Issued (in shares) | 6,300,000 | ||||||||
Number of shares converted (in shares) | 8,000,000 |
Common Stock - Additional Infor
Common Stock - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | ||||||
Sep. 30, 2015 | Dec. 31, 2017 | May 31, 2017 | Apr. 30, 2017 | Dec. 31, 2016 | Apr. 30, 2016 | Mar. 31, 2016 | |
Class Of Warrant Or Right [Line Items] | |||||||
Common stock authorized (in shares) | 81,500,000 | 81,500,000 | 41,500,000 | 41,500,000 | 41,500,000 | 31,500,000 | |
Warrants outstanding | 29,239 | ||||||
Common stock purchase warrants | Third Amendment | |||||||
Class Of Warrant Or Right [Line Items] | |||||||
Number of warrant issued (in shares) | 29,239 | ||||||
Warrant exercise price (in USD per share) | $ 17.1 | ||||||
Common stock purchase warrants | Placement Agent | |||||||
Class Of Warrant Or Right [Line Items] | |||||||
Number of warrant issued (in shares) | 190,140 | ||||||
Warrant exercise price (in USD per share) | $ 2.84 | ||||||
Warrants outstanding | 190,140 | ||||||
Affiliates | BVF Partner | |||||||
Class Of Warrant Or Right [Line Items] | |||||||
Stock issued, purchase price (in USD per share) | $ 15.70 | ||||||
Proceeds from issuance of private placement | $ 15.1 |
Other Comprehensive Loss (Detai
Other Comprehensive Loss (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Changes in AOCI [Roll Forward] | ||||
Beginning Balance | $ (6,655,000) | |||
Current period other comprehensive income (loss) | 383,000 | $ 297,000 | $ (453,000) | |
Ending Balance | (6,272,000) | (6,655,000) | ||
Other-than-temporary impairment on available-for-sale securities | $ 500,000 | 0 | 520,000 | $ 0 |
AFS included in prepaid expenses and other current assets | 1,874,000 | 2,141,000 | ||
Net Unrealized Gain (Loss) and Impairment on Available-For-Sale Securities | ||||
Changes in AOCI [Roll Forward] | ||||
Beginning Balance | (6,000) | |||
Current period other comprehensive income (loss) | 7,000 | |||
Ending Balance | 1,000 | (6,000) | ||
AFS included in prepaid expenses and other current assets | 0 | 13,500 | ||
Foreign Currency Translation Adjustments | ||||
Changes in AOCI [Roll Forward] | ||||
Beginning Balance | (2,902,000) | |||
Current period other comprehensive income (loss) | (3,927,000) | |||
Ending Balance | (6,829,000) | (2,902,000) | ||
Unrealized Foreign Exchange (Loss) Gain on Intercompany Balance | ||||
Changes in AOCI [Roll Forward] | ||||
Beginning Balance | (3,747,000) | |||
Current period other comprehensive income (loss) | 4,303,000 | |||
Ending Balance | $ 556,000 | $ (3,747,000) |
Common Stock - Summary of Commo
Common Stock - Summary of Common Stock Reserved for Issuance (Detail) shares in Thousands | Dec. 31, 2017shares |
Class of Stock [Line Items] | |
Total common stock reserved (in shares) | 7,826 |
Series N-3 convertible preferred stock | |
Class of Stock [Line Items] | |
Total common stock reserved (in shares) | 383 |
Common stock purchase warrants | |
Class of Stock [Line Items] | |
Total common stock reserved (in shares) | 219 |
Options | Chief Executive Officer | |
Class of Stock [Line Items] | |
Total common stock reserved (in shares) | 1,120 |
Equity incentive plans | |
Class of Stock [Line Items] | |
Total common stock reserved (in shares) | 5,920 |
Employee stock purchase plan | |
Class of Stock [Line Items] | |
Total common stock reserved (in shares) | 184 |
Collaboration, Licensing and 58
Collaboration, Licensing and Milestone Agreements - Additional Information (Detail) | Jan. 01, 2014USD ($) | Feb. 28, 2018USD ($) | Sep. 30, 2017EUR (€) | Sep. 30, 2017USD ($) | May 31, 2017EUR (€) | May 31, 2017USD ($) | Dec. 31, 2016EUR (€) | Dec. 31, 2016USD ($) | Feb. 28, 2015EUR (€) | Feb. 28, 2015USD ($) | Jan. 31, 2014USD ($) | Nov. 30, 2013USD ($) | Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2017USD ($) | May 31, 2017USD ($) | Jun. 30, 2015USD ($) | May 31, 2012USD ($) |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||||||||||||||||||
Milestone payment received | $ 0 | $ 32,000,000 | $ 0 | |||||||||||||||||||||||||
Total revenues | $ 462,000 | $ 1,705,000 | $ 22,225,000 | $ 754,000 | $ 9,136,000 | $ 4,433,000 | $ 7,361,000 | $ 36,475,000 | 25,146,000 | 57,405,000 | 16,116,000 | |||||||||||||||||
Purchase of preferred stock | 15,147,000 | |||||||||||||||||||||||||||
License and contract revenue | 24,293,000 | 53,278,000 | 12,644,000 | |||||||||||||||||||||||||
Servier | ||||||||||||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||||||||||||||||||
License revenue | $ 11,487,000 | |||||||||||||||||||||||||||
Collaborative Arrangement | Servier | ||||||||||||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||||||||||||||||||
Consideration received | € | € 12,000,000 | |||||||||||||||||||||||||||
Milestone payment received | € 1,000,000 | $ 1,200,000 | 2,000,000 | |||||||||||||||||||||||||
Contingency milestone payment to be received | € | 76,000,000 | |||||||||||||||||||||||||||
Potential regulatory milestone payment | € | 36,000,000 | |||||||||||||||||||||||||||
Potential sales based milestone payment | € | € 40,000,000 | |||||||||||||||||||||||||||
Total revenues | $ 12,800,000 | |||||||||||||||||||||||||||
Collaborative Arrangement | Servier | License Services | ||||||||||||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||||||||||||||||||
Total revenues | 11,500,000 | |||||||||||||||||||||||||||
Collaborative Arrangement | Servier | Other Services | ||||||||||||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||||||||||||||||||
Deferred revenue | 1,400,000 | 1,400,000 | $ 1,400,000 | $ 1,300,000 | ||||||||||||||||||||||||
Other services consideration | 500,000 | |||||||||||||||||||||||||||
Collaborative Arrangement Product Agreement | Servier | ||||||||||||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||||||||||||||||||
Milestone payment received | € 7,500,000 | $ 8,000,000 | 8,000,000 | |||||||||||||||||||||||||
Operating expenses | 800,000 | 300,000 | ||||||||||||||||||||||||||
Development services revenue | 100,000 | 500,000 | 0 | |||||||||||||||||||||||||
License and contract revenue | 11,800,000 | |||||||||||||||||||||||||||
Collaborative Arrangement Product Agreement | Servier | Up-front Payment Arrangement | ||||||||||||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||||||||||||||||||
Consideration received | € 1,500,000 | $ 1,700,000 | ||||||||||||||||||||||||||
Collaborative Arrangement Product Agreement | Cephalon, Inc | TRISENOX | ||||||||||||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||||||||||||||||||
Milestone payment received | 10,000,000 | 0 | 40,000,000 | |||||||||||||||||||||||||
Contingency milestone payment to be received | 100,000,000 | 100,000,000 | 100,000,000 | |||||||||||||||||||||||||
License revenue | 10,000,000 | |||||||||||||||||||||||||||
Collaborative Arrangement Product Agreement | Cephalon, Inc | TRISENOX | Subsequent Event | ||||||||||||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||||||||||||||||||
Milestone payment received | $ 10,000,000 | |||||||||||||||||||||||||||
Collaborative Arrangement Product Agreement | Baxter | ||||||||||||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||||||||||||||||||
Deferred revenue | $ 0 | 0 | $ 0 | 0 | 0 | 0 | ||||||||||||||||||||||
Development services revenue | 1,000,000 | 800,000 | ||||||||||||||||||||||||||
Maximum amount allowed for the development costs | $ 96,000,000 | |||||||||||||||||||||||||||
Collaborative Arrangement Product Agreement | Baxter | Up-front Payment Arrangement | ||||||||||||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||||||||||||||||||
Consideration received | $ 60,000,000 | |||||||||||||||||||||||||||
Collaborative Arrangement Product Agreement | Baxter | Up-front Payment Arrangement | Series 19 Preferred Stock | ||||||||||||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||||||||||||||||||
Purchase of preferred stock | 30,000,000 | |||||||||||||||||||||||||||
Collaborative Arrangement Product Agreement | Baxter | License and Development Services Agreement | ||||||||||||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||||||||||||||||||
Cash consideration received | 30,000,000 | |||||||||||||||||||||||||||
Collaborative Arrangement Product Agreement | Baxter | License | ||||||||||||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||||||||||||||||||
License revenue | 27,300,000 | |||||||||||||||||||||||||||
Collaborative Arrangement Product Agreement | Baxter | Development Services | ||||||||||||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||||||||||||||||||
Deferred revenue | $ 2,700,000 | |||||||||||||||||||||||||||
Collaborative Arrangement Product Agreement | Novartis | PIXUVRI | ||||||||||||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||||||||||||||||||
Contingency milestone payment to be made | $ 16,600,000 | |||||||||||||||||||||||||||
Percentage of royalty payable to net sales | 10.00% | |||||||||||||||||||||||||||
Collaborative Arrangement Product Agreement | Gynecologic Oncology Group | ||||||||||||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||||||||||||||||||
Milestones obligation paid | $ 500,000 | |||||||||||||||||||||||||||
Collaborative Arrangement Product Agreement | PG-TXL | ||||||||||||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||||||||||||||||||
Contingency milestone payment to be made | 14,400,000 | 14,400,000 | 14,400,000 | |||||||||||||||||||||||||
Collaborative Arrangement Product Agreement | Nerviano Medical Sciences | ||||||||||||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||||||||||||||||||
Milestone payment received | $ 0 | |||||||||||||||||||||||||||
Contingency milestone payment to be made | 80,000,000 | 80,000,000 | 80,000,000 | |||||||||||||||||||||||||
Pacritinib License Agreement | ||||||||||||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||||||||||||||||||
License and contract revenue | 32,000,000 | |||||||||||||||||||||||||||
Pacritinib License Agreement | Borrowing Associated With License Agreement | ||||||||||||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||||||||||||||||||
Debt outstanding | $ 32,000,000 | |||||||||||||||||||||||||||
Pacritinib License Agreement | Baxter | ||||||||||||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||||||||||||||||||
Development services revenue | 0 | 11,400,000 | $ 0 | |||||||||||||||||||||||||
Asset Return and Termination Agreement | Borrowing Associated With License Agreement | ||||||||||||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||||||||||||||||||
Gain on termination of agreement | $ 5,900,000 | |||||||||||||||||||||||||||
Contingency milestone payment to be made | $ 10,300,000 | $ 10,300,000 | $ 10,300,000 | |||||||||||||||||||||||||
S_BIO Asset Purchase Agreement | ||||||||||||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||||||||||||||||||
Contingency milestone payment to be made | $ 132,500,000 | |||||||||||||||||||||||||||
Milestone payments through the issuance of stock | 50.00% | 50.00% | 50.00% |
Collaboration, Licensing and 59
Collaboration, Licensing and Milestone Agreements - Allocated Arrangement Consideration (Detail) - Servier $ in Thousands | 1 Months Ended |
May 31, 2017USD ($) | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |
License | $ 11,487 |
Development and other services | 1,348 |
Total upfront payment | $ 12,835 |
Share-Based Compensation - Expe
Share-Based Compensation - Expense by Types of Awards (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Share-based compensation expense | $ 5,746 | $ 13,324 | $ 14,828 |
Performance rights | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Share-based compensation expense | 0 | 575 | 3,155 |
Restricted stock | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Share-based compensation expense | 1,015 | 4,199 | 8,656 |
Options | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Share-based compensation expense | $ 4,731 | $ 8,550 | $ 3,017 |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | $ 5,746 | $ 13,324 | $ 14,828 |
Research and development | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | 911 | 2,320 | 3,964 |
Selling, general and administrative | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | $ 4,835 | $ 11,004 | $ 10,864 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2017 | Dec. 31, 2015 | Sep. 30, 2015 | Jan. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Share-based compensation expense | $ 5,746,000 | $ 13,324,000 | $ 14,828,000 | |||||
Effect on basic and diluted net loss (in USD per share) | $ (0.16) | $ (0.48) | $ (0.79) | |||||
Unrecognized compensation cost | $ 9,900,000 | |||||||
Recognition period | 2 years 3 months 10 days | |||||||
Tax benefits attributed to share-based compensation expense | $ 0 | $ 0 | $ 0 | |||||
Shares of common stock reserved for future issuance (in shares) | 7,826,000 | |||||||
Weighted average exercise price of options exercisable (in USD per share) | $ 25.71 | $ 12.58 | $ 25.71 | |||||
Weighted average fair value of options granted (in USD per share) | $ 2.47 | $ 3.01 | $ 9.17 | |||||
Unvested options to acquire shares of common stock, outstanding (in shares) | 0 | 0 | ||||||
Compensation expense related to nonemployee stock options and restricted stock awards | $ (8,000) | $ 16,000 | $ 0 | |||||
2007 Equity Incentive Stock Plan | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Shares authorized for issuance (in shares) | 8,300,000 | |||||||
Shares available for future grants (in shares) | 24,000 | |||||||
Employee stock purchase plan | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Shares of common stock reserved for future issuance (in shares) | 184,000 | |||||||
Options | Chief Executive Officer | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Shares of common stock reserved for future issuance (in shares) | 1,120,000 | |||||||
Options granted in period (in shares) | 1,200,000 | |||||||
Exercise price of options granted (in USD per share) | $ 4.24 | |||||||
Options | Chief Executive Officer | Stock Option Plan, 2015 | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Options granted in period (in shares) | 80,000 | |||||||
Employee stock | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Shares of common stock reserved for future issuance (in shares) | 200,000 | |||||||
Employee stock | Employee stock purchase plan | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Shares of common stock reserved for future issuance (in shares) | 200,000 | |||||||
Shares authorized for issuance (in shares) | 200,000 | |||||||
Shares issued in period (in shares) | 4,000 | 10,000 | 700 | |||||
Vested Restricted Stock | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Repurchased shares of common stock (in shares) | 21,000 | 35,000 | 32,000 | |||||
Repurchased shares of common stock | $ 100,000 | $ 400,000 | $ 600,000 | |||||
Options | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Share-based compensation expense | $ 4,731,000 | $ 8,550,000 | $ 3,017,000 | |||||
Weighted average exercise price of options exercisable (in USD per share) | $ 9.83 | |||||||
Exercise price of options granted (in USD per share) | $ 3.68 | $ 6.43 | $ 13.94 | |||||
Options | 2007 Equity Incentive Stock Plan | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Options expiration period | 10 years | |||||||
Restricted stock | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Share-based compensation expense | $ 1,015,000 | $ 4,199,000 | $ 8,656,000 | |||||
Shares issued in period (in shares) | 2,000 | 270,000 | 570,000 | |||||
Weighted average fair value of restricted shares issued (in USD per share) | $ 5.78 | $ 5.64 | $ 20.61 | |||||
Restricted shares, cancelled (in shares) | 39,000 | 97,000 | 177,000 | |||||
Total fair value of vested restricted stock awards | $ 300,000 | $ 1,300,000 | $ 7,300,000 | |||||
Number of shares vested (in shares) | 83,000 | |||||||
Restricted stock units (RSUs) | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Shares issued in period (in shares) | 20,000 | 187,000 | 46,000 | |||||
Weighted average fair value of restricted shares issued (in USD per share) | $ 4.97 | $ 5.35 | $ 15.70 | |||||
Restricted shares, cancelled (in shares) | 0 | 0 | 13,000 | |||||
Total fair value of vested restricted stock awards | $ 800,000 | $ 200,000 | ||||||
Number of shares vested (in shares) | 187,000 | 0 | ||||||
Long Term Performance Awards | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Share-based compensation expense | $ 2,800,000 | |||||||
Number of shares vested (in shares) | 200,000 | |||||||
Vesting period | 3 years | |||||||
Long Term Performance Awards, With Market Based Performance Goals | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Share-based compensation expense | $ 0 | $ 600,000 | 300,000 | |||||
Long-Term Performance Award, total grant-date fair value | $ 3,600,000 | $ 3,600,000 | ||||||
Long-Term Performance Award, incremental grant-date fair value | $ (1,000,000) | $ 1,800,000 | $ 800,000 | |||||
Nonemployee Stock Options | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Unvested options to acquire shares of common stock, outstanding (in shares) | 4,400 | 11,000 |
Share-Based Compensation - Weig
Share-Based Compensation - Weighted Average Assumptions (Detail) - Stock Options | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Risk-free interest rate | 1.90% | 1.20% | 1.70% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Expected life (in years) | 5 years 2 months 15 days | 4 years | 5 years 3 months 20 days |
Volatility | 83.00% | 75.00% | 80.00% |
Share-Based Compensation - Stoc
Share-Based Compensation - Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Weighted Average Exercise Price | ||||
Weighted Average Exercise Price, Exercisable (in USD per share) | $ 12.58 | $ 25.71 | ||
Stock Options | ||||
Options | ||||
Options, Beginning Balance (in shares) | 2,806,000 | 1,559,000 | 492,000 | |
Options, Granted (in shares) | 4,450,000 | 1,511,000 | 1,149,000 | |
Options, Exercised (in shares) | 0 | 0 | (8,000) | |
Options, Forfeited (in shares) | (378,000) | (128,000) | (62,000) | |
Options, Cancelled and expired (in shares) | (210,000) | (136,000) | (12,000) | |
Options, Ending Balance (in shares) | 6,668,000 | 2,806,000 | 1,559,000 | |
Options, Vested or expected to vest (in shares) | 6,410,000 | |||
Options, Exercisable (in shares) | 2,500,000 | 1,913,000 | 436,100 | 317,400 |
Weighted Average Exercise Price | ||||
Weighted Average Exercise Price, Beginning balance (in USD per share) | $ 11.44 | $ 17.45 | $ 31.39 | |
Weighted Average Exercise Price, Granted (in USD per share) | 3.68 | 6.43 | 13.94 | |
Weighted Average Exercise Price, Exercised (in USD per share) | 0 | 0 | 13.98 | |
Weighted Average Exercise Price, Forfeited (in USD per share) | 6.27 | 9.07 | 21.70 | |
Weighted Average Exercise Price, Cancelled and expired (in USD per share) | 24.33 | 25.58 | 242.92 | |
Weighted Average Exercise Price, Ending balance (in USD per share) | 6.15 | $ 11.44 | $ 17.45 | |
Weighted Average Exercise Price, Vested or expected to vest (in USD per share) | 6.26 | |||
Weighted Average Exercise Price, Exercisable (in USD per share) | $ 9.83 | |||
Weighted Average Remaining Contractual Term, Outstanding at end of period | 7 years | |||
Weighted Average Remaining Contractual Term, Vested and expected to vest at end of period | 6 years 10 months 24 days | |||
Weighted Average Remaining Contractual Term, Exercisable at end of period | 3 years 2 months 12 days | |||
Aggregate Intrinsic Value, Outstanding at end of period | $ 0 | |||
Aggregate Intrinsic Value, Vested and expected to vest at end of period | 9 | |||
Aggregate Intrinsic Value, Exercisable at end of period | $ 0 |
Share-Based Compensation - Su65
Share-Based Compensation - Summary of Status of Nonvested Restricted Stock Awards (Detail) - $ / shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Restricted stock | |||
Nonvested Shares | |||
Nonvested Shares, Beginning balance (in shares) | 183,000 | ||
Nonvested Shares, Issued (in shares) | 2,000 | 270,000 | 570,000 |
Nonvested Shares, Vested (in shares) | (83,000) | ||
Nonvested Shares, Forfeited (in shares) | (39,000) | (97,000) | (177,000) |
Nonvested Shares, Ending balance (in shares) | 63,000 | 183,000 | |
Weighted Average Grant-Date Fair Value Per Share | |||
Weighted Average Grant-Date Fair Value Per Share, Beginning balance (in USD per share) | $ 12.76 | ||
Weighted Average Grant-Date Fair Value Per Share, Issued (in USD per share) | 5.78 | $ 5.64 | $ 20.61 |
Weighted Average Grant-Date Fair Value Per Share, Vested (in USD per share) | 9.43 | ||
Weighted Average Grant-Date Fair Value Per Share, Forfeited (in USD per share) | 14.39 | ||
Weighted Average Grant-Date Fair Value Per Share, Ending balance (in USD per share) | $ 15.93 | $ 12.76 | |
Restricted stock units (RSUs) | |||
Nonvested Shares | |||
Nonvested Shares, Beginning balance (in shares) | 187,000 | ||
Nonvested Shares, Issued (in shares) | 20,000 | 187,000 | 46,000 |
Nonvested Shares, Vested (in shares) | (187,000) | 0 | |
Nonvested Shares, Forfeited (in shares) | 0 | 0 | (13,000) |
Nonvested Shares, Ending balance (in shares) | 20,000 | 187,000 | |
Weighted Average Grant-Date Fair Value Per Share | |||
Weighted Average Grant-Date Fair Value Per Share, Beginning balance (in USD per share) | $ 5.35 | ||
Weighted Average Grant-Date Fair Value Per Share, Issued (in USD per share) | 4.97 | $ 5.35 | $ 15.70 |
Weighted Average Grant-Date Fair Value Per Share, Vested (in USD per share) | 5.35 | ||
Weighted Average Grant-Date Fair Value Per Share, Forfeited (in USD per share) | 0 | ||
Weighted Average Grant-Date Fair Value Per Share, Ending balance (in USD per share) | $ 4.97 | $ 5.35 |
Employee Benefit Plans (Detail)
Employee Benefit Plans (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Retirement Benefits [Abstract] | |||
Maximum Annual Contributions Per Employee, Percent | 80.00% | ||
Discretionary matching contributions | $ 0.3 | $ 0.2 | $ 0.2 |
Shareholder Rights Plan (Detail
Shareholder Rights Plan (Detail) - Rights plan | 1 Months Ended |
Dec. 31, 2009$ / shares$ / rightshares | |
Class of Stock [Line Items] | |
Conversion rate of right (in shares) | 1 |
Percentage of rights held by single shareholder | 20.00% |
Market value of rights | 200.00% |
Redemption price of rights (in USD per right) | $ / right | 0.0002 |
Series ZZ Preferred Stock | |
Class of Stock [Line Items] | |
Conversion rate of right (in shares) | 0.0002 |
Warrant exercise price (in USD per share) | $ / shares | $ 16 |
Customer and Geographic Conce68
Customer and Geographic Concentrations - Product Sales by Major Customers (Detail) - Sales Revenue, Goods, Net - Customer Concentration Risk | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Customer A | |||
Revenue, Major Customer [Line Items] | |||
Percentage of product sales | 61.00% | 60.00% | 41.00% |
Customer B | |||
Revenue, Major Customer [Line Items] | |||
Percentage of product sales | 24.00% | 27.00% | 42.00% |
Customer C | |||
Revenue, Major Customer [Line Items] | |||
Percentage of product sales | 13.00% | 0.00% | 0.00% |
Customer and Geographic Conce69
Customer and Geographic Concentrations - Long-Lived Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total long-lived assets | $ 2,365 | $ 3,023 |
United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total long-lived assets | 2,365 | 2,990 |
Europe | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total long-lived assets | $ 0 | $ 33 |
Net Loss Per Share - Calculatio
Net Loss Per Share - Calculation of Basic & Diluted Net Loss (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |||||||||||
Net loss attributable to common shareholders | $ (14,266) | $ (11,974) | $ 1,048 | $ (19,828) | $ (6,372) | $ (29,183) | $ (19,766) | $ 3,312 | $ (45,020) | $ (52,009) | $ (122,622) |
Basic and diluted: | |||||||||||
Weighted average shares outstanding (in shares) | 36,569 | 28,198 | 19,324 | ||||||||
Less weighted average restricted shares outstanding (in shares) | (124) | (250) | (487) | ||||||||
Shares used in calculation of basic and diluted net loss per common share (in shares) | 36,445 | 27,948 | 18,837 | ||||||||
Net loss per common share: Basic and diluted (in USD per share) | $ (1.24) | $ (1.86) | $ (6.51) |
Net Loss Per Share - Additional
Net Loss Per Share - Additional Information (Detail) - shares shares in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |||
Anti-dilutive securities excluded from computation of let loss per share (in shares) | 5.2 | 2.7 | 1.5 |
Related Party Transactions (Det
Related Party Transactions (Detail) | 1 Months Ended | 12 Months Ended | ||||||
Feb. 28, 2018shares | Jun. 30, 2017shares | Mar. 31, 2017USD ($) | Dec. 31, 2015member_of_boardshares | Sep. 30, 2015shares | Dec. 31, 2017shares | Dec. 31, 2015shares | Dec. 31, 2016 | |
Related Party Transaction [Line Items] | ||||||||
Conversion of preferred stock to common stock (in shares) | 14,600,000 | |||||||
Series N-2 Preferred Stock | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock Issued (in shares) | 55,000 | |||||||
Number of shares converted (in shares) | 55,000 | |||||||
Conversion of preferred stock to common stock (in shares) | 5,000,000 | |||||||
Series N-3 Preferred Stock | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock Issued (in shares) | 22,500 | |||||||
Number of shares converted (in shares) | 21,925 | |||||||
Affiliated Entity | BVF Partners, L.P. | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock Issued (in shares) | 1,000,000 | |||||||
Common stock owned by others, percentage | 20.00% | 15.90% | ||||||
Right to elect members of the board | member_of_board | 2 | |||||||
Threshold for voting in board members | 11.00% | |||||||
Ownership threshold for resignation from board | 5.00% | |||||||
Beneficial ownership threshold for resignation from board | 50.00% | |||||||
Affiliated Entity | BVF Partners, L.P. | Series N-2 Preferred Stock | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock Issued (in shares) | 30,000 | |||||||
Number of shares converted (in shares) | 30,000 | |||||||
Conversion of preferred stock to common stock (in shares) | 2,700,000 | |||||||
Affiliated Entity | BVF Partners, L.P. | Series N-3 Preferred Stock | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock Issued (in shares) | 6,750 | |||||||
Number of shares converted (in shares) | 6,175 | |||||||
Conversion of preferred stock to common stock (in shares) | 4,100,000 | |||||||
Affiliated Entity | BVF Partners, L.P. | Series N-3 Preferred Stock | Maximum | ||||||||
Related Party Transaction [Line Items] | ||||||||
Conversion threshold | 9.99% | |||||||
Affiliated Entity | BVF Partners, L.P. | Series N-3 Preferred Stock | Minimum | ||||||||
Related Party Transaction [Line Items] | ||||||||
Conversion threshold | 5.00% | |||||||
Aequus Biopharma, Inc | Affiliated Entity | ||||||||
Related Party Transaction [Line Items] | ||||||||
Percentage of ownership in subsidiary | 60.00% | |||||||
Aequus Biopharma, Inc | Affiliated Entity | License And Promissory Note Termination, And Note Cancellation Agreements | ||||||||
Related Party Transaction [Line Items] | ||||||||
Amount funded to subsidiary | $ | $ 347,500 | |||||||
Percent of milestone payments to be received | 0.2 | |||||||
Milestone payments to be received | $ | $ 20,000,000 | |||||||
Percentage of royalty payable to net sales | 5.00% | |||||||
Period from first commercial sale | 10 years | |||||||
Aequus Biopharma, Inc | Executive Vice President | Jack W. Singer, M.D. | ||||||||
Related Party Transaction [Line Items] | ||||||||
Percentage of ownership in subsidiary | 4.30% | |||||||
Aequus Biopharma, Inc | Member of Board | Frederick W. Telling, Ph.D. | ||||||||
Related Party Transaction [Line Items] | ||||||||
Percentage of ownership in subsidiary | 3.80% | |||||||
License And Promissory Note | Convertible Debt | Aequus Biopharma, Inc | Affiliated Entity | ||||||||
Related Party Transaction [Line Items] | ||||||||
Debt cancelled and terminated | $ | $ 13,700,000 | |||||||
Common Stock | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock Issued (in shares) | 1,000,000 | |||||||
Common Stock | Series N-2 Preferred Stock | ||||||||
Related Party Transaction [Line Items] | ||||||||
Conversion of preferred stock to common stock (in shares) | 5,000,000 | |||||||
Common Stock | Series N-3 Preferred Stock | ||||||||
Related Party Transaction [Line Items] | ||||||||
Conversion of preferred stock to common stock (in shares) | 14,616,000 | |||||||
Subsequent Event | BVF Partners, L.P. | Series N Preferred Stock | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of shares converted (in shares) | 575 | |||||||
Subsequent Event | BVF Partners, L.P. | Series O Preferred Stock | ||||||||
Related Party Transaction [Line Items] | ||||||||
Conversion of preferred stock to common stock (in shares) | 12,575 | |||||||
Subsequent Event | Common Stock | BVF Partners, L.P. | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock Issued (in shares) | 6,300,000 | |||||||
Number of shares converted (in shares) | 8,000,000 | |||||||
Common stock owned by others, percentage | 11.95% |
Legal Proceedings (Detail)
Legal Proceedings (Detail) € in Millions | Jul. 26, 2017USD ($) | Mar. 29, 2017USD ($) | Jan. 01, 2017 | Jul. 31, 2014grantshares | Mar. 31, 2014EUR (€) | Mar. 31, 2014USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2017EUR (€) | Dec. 31, 2017USD ($) |
Loss Contingencies [Line Items] | |||||||||||
Reverse stock split ratio | 0.1 | ||||||||||
Securities Litigation | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Settlement amount | $ 20,000,000 | ||||||||||
Insurance Recoveries | $ 18,000,000 | ||||||||||
Derivative Lawsuits | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Settlement amount | $ 800,000 | ||||||||||
Settlement expense | $ 2,200,000 | ||||||||||
2007 Equity Incentive Plan | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Number of common stock transferred (in shares) | shares | 4,756,137 | ||||||||||
Number of common stock transferred, adjusted for reversed stock split (in shares) | shares | 475,613 | ||||||||||
Types of grants authorized by plan | grant | 6 | ||||||||||
Non-employee director annual compensation | $ 375,000 | ||||||||||
Additional compensation for board chairman | $ 100,000 | ||||||||||
Payments for attorney fees | $ 300,000 | ||||||||||
VAT Assessments | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Taxes paid | € 0.4 | $ 600,000 | |||||||||
Estimate of possible loss | € 3.9 | $ 4,700,000 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax [Line Items] | |||
Reduction in deferred tax asset due to tax reform | $ 41,300,000 | ||
Net operating loss carryforwards | 74,800,000 | $ 305,400,000 | |
U.S. federal tax credits | 1,300,000 | 7,300,000 | |
Increase (decrease) in valuation allowance | (123,800,000) | $ 23,200,000 | $ 38,700,000 |
Unrecognized tax benefits | 0 | ||
Accrued interest or penalties related to unrecognized tax benefits | 0 | ||
Reserves for uncertain income tax positions | 0 | ||
United Kingdom | |||
Income Tax [Line Items] | |||
Net operating loss carryforwards | $ 31,200,000 |
Income Taxes - Loss Before Inco
Income Taxes - Loss Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
Net loss before income taxes, United States | $ (40,180) | $ (51,856) | $ (110,831) |
Net loss before income taxes, Foreign | (651) | (1,097) | (9,932) |
Net loss before noncontrolling interest | $ (40,831) | $ (52,953) | $ (120,763) |
Income Taxes - Reconciliation B
Income Taxes - Reconciliation Between Effective and Income Tax Rate (Detail) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
Federal income tax rate | 34.00% | 34.00% | 34.00% |
Research and development tax credits | 3.00% | 1.00% | 3.00% |
Non-deductible executive compensation | 0.00% | 0.00% | (1.00%) |
Valuation allowance | 304.00% | (33.00%) | (32.00%) |
Foreign tax rate differential | 0.00% | 0.00% | (3.00%) |
Impact of tax reform | (101.00%) | 0.00% | 0.00% |
Expired tax attribute carryforwards | (240.00%) | 0.00% | 0.00% |
Other | 0.00% | (2.00%) | (1.00%) |
Net effective tax rate | 0.00% | 0.00% | 0.00% |
Income Taxes - Significant Comp
Income Taxes - Significant Components of Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 21,005 | $ 108,372 |
Capitalized research and development | 27,540 | 43,768 |
Research and development tax credit carryforwards | 1,347 | 7,253 |
Stock-based compensation | 12,842 | 19,288 |
Intangible assets | 8,117 | 14,525 |
Depreciation and amortization | 472 | 626 |
Other deferred tax assets | 2,279 | 3,721 |
Total deferred tax assets | 73,602 | 197,553 |
Less: valuation allowance | (73,310) | (197,131) |
Deferred Tax Assets, Net of Valuation Allowance, Total | 292 | 422 |
Deferred tax liabilities: | ||
Deductions for tax in excess of financial statements | (292) | (422) |
Total deferred tax liabilities | (292) | (422) |
Net deferred tax assets | $ 0 | $ 0 |
Unaudited Quarterly Data (Detai
Unaudited Quarterly Data (Detail) $ / shares in Units, $ in Thousands, € in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2016EUR (€) | Dec. 31, 2016USD ($) | Dec. 31, 2017USD ($)$ / shares | Sep. 30, 2017USD ($)$ / shares | Jun. 30, 2017USD ($)$ / shares | Mar. 31, 2017USD ($)$ / shares | Dec. 31, 2016USD ($)$ / shares | Sep. 30, 2016USD ($)$ / shares | Jun. 30, 2016USD ($)$ / shares | Mar. 31, 2016USD ($)$ / shares | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Quarterly Financial Data [Line Items] | |||||||||||||
Total revenues | $ 462 | $ 1,705 | $ 22,225 | $ 754 | $ 9,136 | $ 4,433 | $ 7,361 | $ 36,475 | $ 25,146 | $ 57,405 | $ 16,116 | ||
Product sales, net | 0 | 0 | 227 | 626 | 1,015 | 914 | 975 | 1,223 | 853 | 4,127 | 3,472 | ||
Gross profit | (84) | (69) | 149 | 493 | 151 | 751 | 815 | 1,033 | |||||
Net income (loss) attributable to CTI | (14,266) | (11,974) | 5,398 | (19,828) | (6,372) | (29,183) | (19,766) | 3,312 | (40,670) | (52,009) | (119,422) | ||
Net income (loss) attributable to CTI common shareholders | $ (14,266) | $ (11,974) | $ 1,048 | $ (19,828) | $ (6,372) | $ (29,183) | $ (19,766) | $ 3,312 | (45,020) | (52,009) | (122,622) | ||
Net income (loss) per common share—basic (in USD per share) | $ / shares | $ (0.33) | $ (0.28) | $ 0.03 | $ (0.71) | $ (0.23) | $ (1.04) | $ (0.71) | $ 0.12 | |||||
Net income (loss) per common share—diluted (in USD per share) | $ / shares | $ (0.33) | $ (0.28) | $ 0.03 | $ (0.71) | $ (0.23) | $ (1.04) | $ (0.71) | $ 0.12 | |||||
License and contract revenue | 24,293 | 53,278 | 12,644 | ||||||||||
Milestone payment received | $ 0 | $ 32,000 | $ 0 | ||||||||||
Collaborative Arrangement Product Agreement | Servier | |||||||||||||
Quarterly Financial Data [Line Items] | |||||||||||||
License and contract revenue | $ 11,800 | ||||||||||||
Milestone payment received | € 7.5 | $ 8,000 | $ 8,000 | ||||||||||
Collaborative Arrangement Product Agreement | Teva | |||||||||||||
Quarterly Financial Data [Line Items] | |||||||||||||
Milestone payment received | $ 10,000 | ||||||||||||
Baxter | |||||||||||||
Quarterly Financial Data [Line Items] | |||||||||||||
Milestone payment received | $ 32,000 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 13, 2018 | Feb. 28, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Jan. 31, 2018 |
Subsequent Event [Line Items] | ||||||
Series N preferred stock authorized (in shares) | 33,333 | 33,333 | ||||
Proceeds from common stock offering, net of issuance costs | $ 0 | $ 0 | $ 15,147 | |||
Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Common stock par value (in USD per share) | $ 0.001 | |||||
Preferred stock, par value (in USD per share) | $ 0.001 | |||||
Series N Preferred Stock | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Series N preferred stock authorized (in shares) | 575 | |||||
Leerink Partners LLC | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Common stock par value (in USD per share) | $ 0.001 | |||||
Stock Issued (in shares) | 20,000,000 | |||||
Shares issued in public offering (in USD per share) | $ 3 | |||||
Option to purchase additional shares (in shares) | 3,000,000 | |||||
Proceeds from common stock offering, net of issuance costs | $ 64,200 | $ 64,200 |
Schedule II Valuation and Qua80
Schedule II Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Reserve for excess, obsolete or unsalable inventory: | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at beginning of period | $ 1,510 | $ 1,265 | $ 0 |
Charged to costs and expenses | 0 | 692 | 1,326 |
Charged to other accounts | 204 | (19) | (25) |
Deductions | (347) | (428) | (36) |
Balance at end of period | 1,367 | 1,510 | 1,265 |
Allowance for doubtful accounts: | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at beginning of period | $ 0 | 0 | |
Charged to costs and expenses | 1,735 | ||
Charged to other accounts | 0 | ||
Deductions | (1,735) | ||
Balance at end of period | $ 0 | $ 0 |