Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | May 07, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2020 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2020 | |
Entity Registrant Name | AGENUS INC | |
Entity Central Index Key | 0001098972 | |
Entity Current Reporting Status | Yes | |
Trading Symbol | AGEN | |
Security Exchange Name | NASDAQ | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Shell Company | false | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Title of 12(b) Security | Common stock, par value $0.01 | |
Entity Interactive Data Current | Yes | |
Entity Common Stock, Shares Outstanding | 169,776,816 | |
Entity File Number | 000-29089 | |
Entity Tax Identification Number | 06-1562417 | |
Entity Address, Address Line One | 3 Forbes Road | |
Entity Address, City or Town | Lexington | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02421 | |
City Area Code | 781 | |
Local Phone Number | 674-4400 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Incorporation, State or Country Code | DE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
ASSETS | ||
Cash and cash equivalents | $ 92,284 | $ 61,808 |
Accounts receivable | 2,643 | 16,293 |
Prepaid expenses | 6,929 | 7,420 |
Other current assets | 918 | 1,015 |
Total current assets | 102,774 | 86,536 |
Property, plant and equipment, net of accumulated amortization and depreciation of $43,889 and $42,861 at March 31, 2020 and December 31, 2019, respectively | 28,211 | 26,326 |
Operating lease right-of-use assets | 14,319 | 7,364 |
Goodwill | 23,264 | 23,188 |
Acquired intangible assets, net of accumulated amortization of $9,923 and $9,431 at March 31, 2020 and December 31, 2019, respectively | 10,047 | 10,504 |
Other long-term assets | 1,440 | 1,417 |
Total assets | 180,055 | 155,335 |
LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT | ||
Current portion, long-term debt | 646 | 646 |
Current portion, liability related to sale of future royalties and milestones | 52,671 | 45,961 |
Current portion, deferred revenue | 34,222 | 29,174 |
Current portion, operating lease liabilities | 1,506 | 1,347 |
Accounts payable | 14,752 | 13,564 |
Accrued liabilities | 22,775 | 31,332 |
Other current liabilities | 770 | 185 |
Total current liabilities | 127,342 | 122,209 |
Long-term debt, net of current portion | 12,584 | 13,380 |
Liability related to sale of future royalties and milestones, net of current portion | 169,256 | 175,408 |
Deferred revenue, net of current portion | 20,779 | 27,705 |
Operating lease liabilities, net of current portion | 14,722 | 8,020 |
Contingent purchase price considerations | 4,459 | 8,843 |
Other long-term liabilities | 6,496 | 4,190 |
Commitments and contingencies | ||
STOCKHOLDERS’ DEFICIT | ||
Common stock, par value $0.01 per share; 400,000,000 shares authorized; 163,304,257 and 137,818,068 shares issued at March 31, 2020 and December 31, 2019, respectively | 1,633 | 1,378 |
Additional paid-in capital | 1,132,209 | 1,059,583 |
Accumulated other comprehensive loss | (97) | (1,324) |
Accumulated deficit | (1,329,667) | (1,284,993) |
Total stockholders’ deficit attributable to Agenus Inc. | (195,922) | (225,356) |
Non-controlling interest | (6,578) | (5,981) |
Total stockholders’ deficit | (202,500) | (231,337) |
Total liabilities, convertible preferred stock and stockholders’ deficit | 180,055 | 155,335 |
Series C-1 Convertible Preferred Stock [Member] | ||
CONVERTIBLE PREFERRED STOCK | ||
Series C-1 convertible preferred stock; 12,459 shares designated, issued, and outstanding at March 31, 2020 and December 31, 2019 | 26,917 | 26,917 |
Series A-1 convertible preferred stock [Member] | ||
STOCKHOLDERS’ DEFICIT | ||
Series A-1 convertible preferred stock; 31,620 shares designated, issued, and outstanding at March 31, 2020 and December 31, 2019; liquidation value of $33,092 at March 31, 2020 | 0 | 0 |
Total stockholders’ deficit | $ 0 | $ 0 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Property plant and equipment, accumulated amortization and depreciation | $ 43,889 | $ 42,861 |
Acquired intangible assets, accumulated amortization | $ 9,923 | $ 9,431 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 400,000,000 | 400,000,000 |
Common stock, shares issued | 163,304,257 | 137,818,068 |
Series C-1 Convertible Preferred Stock [Member] | ||
Series C-1 convertible preferred stock, shares designated | 12,459 | 12,459 |
Series C-1 convertible preferred stock, shares issued | 12,459 | 12,459 |
Series C-1 convertible preferred stock, shares outstanding | 12,459 | 12,459 |
Series A-1 convertible preferred stock [Member] | ||
Series A-1 convertible preferred stock, shares designated | 31,620 | 31,620 |
Series A-1 convertible preferred stock, shares issued | 31,620 | 31,620 |
Series A-1 convertible preferred stock, shares outstanding | 31,620 | 31,620 |
Series A-1 convertible preferred stock, liquidation value | $ 33,092 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenue: | ||
Total revenues | $ 15,128 | $ 79,891 |
Operating expenses: | ||
Research and development | (36,363) | (40,130) |
General and administrative | (10,613) | (10,805) |
Contingent purchase price consideration fair value adjustment | 4,384 | (2,748) |
Operating (loss) income | (27,464) | 26,208 |
Other expense: | ||
Loss on modification of debt | (2,720) | |
Non-operating (expense) income | (1,052) | 370 |
Interest expense, net | (14,035) | (9,143) |
Net (loss) income | (45,271) | 17,435 |
Dividends on Series A-1 convertible preferred stock | (52) | (52) |
Less: net loss attributable to non-controlling interest | (597) | (1,071) |
Net (loss) income attributable to Agenus Inc. common stockholders | $ (44,726) | $ 18,454 |
Per common share data: | ||
Basic net (loss) income attributable to Agenus Inc. common stockholders | $ (0.31) | $ 0.14 |
Diluted net (loss) income attributable to Agenus Inc. common stockholders | $ (0.31) | $ 0.12 |
Weighted average number of Agenus Inc. common shares outstanding: | ||
Basic | 145,061 | 129,700 |
Diluted | 145,061 | 148,590 |
Other comprehensive (loss) income: | ||
Foreign currency translation (loss) gain | $ 1,227 | $ (682) |
Other comprehensive (loss) income | 1,227 | (682) |
Comprehensive (loss) income | (43,499) | 17,772 |
Research and Development [Member] | ||
Revenue: | ||
Total revenues | 1,928 | 70,871 |
Other Revenue [Member] | ||
Revenue: | ||
Total revenues | 44 | 415 |
Non-Cash Royalty Revenue Related to the Sale of Future Royalties [Member] | ||
Revenue: | ||
Total revenues | $ 13,156 | $ 8,605 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders' Deficit (Unaudited) - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Non-controlling Interest [Member] | Accumulated Deficit [Member] | Series C-1 Convertible Preferred Stock [Member] | Series A-1 convertible preferred stock [Member] |
Stockholders' Equity, Beginning Balance at Dec. 31, 2018 | $ (174,545) | $ 1,200 | $ 1,005,183 | $ (1,539) | $ (2,078) | $ (1,177,311) | $ 0 | |
Temporary Equity, shares at Dec. 31, 2018 | 18,000 | |||||||
Temporary Equity, Beginning Balance at Dec. 31, 2018 | $ 39,879 | |||||||
Balance, shares at Dec. 31, 2018 | 119,996,000 | 32,000 | ||||||
Net income (loss) | 17,435 | (1,071) | 18,506 | |||||
Other comprehensive income (loss) | (682) | (682) | ||||||
Adoption of ASC | ASC 842 [Member] | (25) | (25) | ||||||
Share-based compensation | 1,843 | 1,843 | ||||||
Shares sold under Stock Purchase Agreement, values | 30,000 | $ 111 | 29,889 | |||||
Shares sold under Stock Purchase Agreement, shares | 11,111,000 | |||||||
Conversion of Series C-1 convertible preferred stock | 6,481 | $ 30 | 6,451 | $ (6,481) | ||||
Conversion of Series C-1 convertible preferred stock, shares | 3,000,000 | (3,000) | ||||||
Payment of consultant in shares | 37 | $ 0 | 37 | |||||
Payment of consultant in shares, shares | 14,000 | |||||||
Exercise of stock options and employee share purchases | 173 | $ 1 | 172 | |||||
Exercise of stock options and employee share purchases, shares | 85,000 | |||||||
Stockholders' Equity, Ending Balance at Mar. 31, 2019 | (119,283) | $ 1,342 | 1,043,575 | (2,221) | (3,149) | (1,158,830) | $ 0 | |
Temporary Equity, shares at Mar. 31, 2019 | 15,000 | |||||||
Temporary Equity, Ending Balance at Mar. 31, 2019 | $ 33,398 | |||||||
Balance, shares at Mar. 31, 2019 | 134,206,000 | 32,000 | ||||||
Stockholders' Equity, Beginning Balance at Dec. 31, 2019 | (231,337) | $ 1,378 | 1,059,583 | (1,324) | (5,981) | (1,284,993) | $ 0 | |
Temporary Equity, shares at Dec. 31, 2019 | 12,459 | |||||||
Temporary Equity, Beginning Balance at Dec. 31, 2019 | $ 26,917 | |||||||
Balance, shares at Dec. 31, 2019 | 137,819,000 | 32,000 | ||||||
Net income (loss) | (45,271) | (597) | (44,674) | |||||
Other comprehensive income (loss) | 1,227 | 1,227 | ||||||
Share-based compensation | 2,397 | 2,397 | ||||||
Shares sold at the market | 65,123 | $ 247 | 64,876 | |||||
Shares sold at the market, shares | 24,716,000 | |||||||
Amendment of 2015 warrants and issuance of 2020 warrants | 3,145 | 3,145 | ||||||
Payment of consultant in shares | 12 | $ 0 | 12 | |||||
Payment of consultant in shares, shares | 4,000 | |||||||
Exercise of stock options and employee share purchases | 2,204 | $ 8 | 2,196 | |||||
Exercise of stock options and employee share purchases, shares | 765,000 | |||||||
Stockholders' Equity, Ending Balance at Mar. 31, 2020 | $ (202,500) | $ 1,633 | $ 1,132,209 | $ (97) | $ (6,578) | $ (1,329,667) | $ 0 | |
Temporary Equity, shares at Mar. 31, 2020 | 12,459 | |||||||
Temporary Equity, Ending Balance at Mar. 31, 2020 | $ 26,917 | |||||||
Balance, shares at Mar. 31, 2020 | 163,304,000 | 32,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (45,271) | $ 17,435 |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1,700 | 1,640 |
Share-based compensation | 2,397 | 1,843 |
Non-cash royalty revenue | (13,156) | (8,605) |
Non-cash interest expense | 13,844 | 9,428 |
Change in fair value of contingent obligations | (4,384) | 2,748 |
Loss on modification of debt | 2,720 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 13,649 | 142 |
Prepaid expenses | 465 | 1,141 |
Accounts payable | 1,190 | (860) |
Deferred revenue | (1,875) | 56,628 |
Accrued liabilities and other current liabilities | (8,471) | (2,605) |
Other operating assets and liabilities | 2,687 | (2,348) |
Net cash (used in) provided by operating activities | (34,505) | 76,587 |
Cash flows from investing activities: | ||
Purchases of plant and equipment | (644) | (1,501) |
Net cash used in investing activities | (644) | (1,501) |
Cash flows from financing activities: | ||
Net proceeds from sale of equity | 65,123 | 30,000 |
Proceeds from employee stock purchases and option exercises | 2,204 | 172 |
Repayments of debt | (500) | |
Payment of finance lease obligation | (1,214) | (75) |
Net cash provided by financing activities | 65,613 | 30,097 |
Effect of exchange rate changes on cash | 12 | 69 |
Net increase (decrease) in cash and cash equivalents | 30,476 | 105,252 |
Cash and cash equivalents, beginning of period | 61,808 | 53,054 |
Cash and cash equivalents, end of period | 92,284 | 158,306 |
Supplemental cash flow information: | ||
Cash paid for interest | 204 | 312 |
Supplemental disclosures - non-cash activities: | ||
Purchases of plant and equipment in accounts payable and accrued liabilities | 246 | 173 |
Lease right-of-use assets obtained in exchange for new operating lease liabilities | 7,467 | |
Lease right-of-use assets obtained in exchange for new finance lease liabilities | 2,434 | |
Payment to Consultant [Member] | ||
Supplemental disclosures - non-cash activities: | ||
Issuance of common stock | $ 12 | $ 38 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) | Dec. 31, 2019$ / shares |
Supplemental disclosures - non-cash activities: | |
Common stock, par value | $ 0.01 |
Payment to Consultant [Member] | |
Supplemental disclosures - non-cash activities: | |
Common stock, par value | $ 0.01 |
Business, Liquidity and Basis o
Business, Liquidity and Basis of Presentation | 3 Months Ended |
Mar. 31, 2020 | |
Description Of Business [Abstract] | |
Business, Liquidity And Basis of Presentation | Agenus Inc. (including its subsidiaries, collectively referred to as “Agenus,” the “Company,” “we,” “us,” and “our”) is a clinical-stage immuno-oncology (“I-O”) company advancing an extensive pipeline of immune checkpoint antibodies, adoptive cell therapies and neoantigen vaccines, to fight cancer. Our business is designed to drive success in I-O through speed, innovation and effective combination therapies. We believe that combination therapies and a deep understanding of each patient’s cancer will drive substantial expansion of the patient population benefiting from current I-O therapies. In addition to a diverse pipeline, we have assembled fully integrated end-to-end capabilities including novel target discovery, antibody generation, cell line development and good manufacturing practice (“GMP”) manufacturing. We believe that these fully integrated capabilities enable us to produce novel candidates on timelines that are shorter than the industry standard. Leveraging our science and capabilities, we have forged important partnerships to advance our innovation. We are developing a comprehensive I-O portfolio driven by the following platforms and programs, which we intend to utilize individually and in combination: • our multiple antibody discovery platforms, including our proprietary display technologies, designed to drive the discovery of future CPM antibody candidates; • our antibody candidate programs, including our CPM programs; • our vaccine programs, including Prophage™, AutoSynVax™ and PhosPhoSynVax • our saponin-based vaccine adjuvants, principally our QS-21 Stimulon™ adjuvant, or QS-21 Stimulon; and • our cell therapy subsidiary, AgenTus Therapeutics, Inc., which is designed to drive the discovery of future adoptive cell therapy, or “living drugs” (Activated, CAR-T and TCR) programs. Our business activities include product research and development, intellectual property prosecution, manufacturing, regulatory and clinical affairs, corporate finance and development activities, and support of our collaborations. Our product candidates require clinical trials and approvals from regulatory agencies, as well as acceptance in the marketplace. Part of our strategy is to develop and commercialize some of our product candidates by continuing our existing arrangements with academic and corporate collaborators and licensees and by entering into new collaborations. As a result of the COVID-19 pandemic, we recently streamlined our operations and repurposed certain of our R&D efforts to advance product candidates for the potential treatment of COVID-19, including certain agents from our existing clinical portfolio. Our cash and cash equivalents at March 31, 2020 were $92.3 million, an increase of $30.5 million from December 31, 2019. We have incurred significant losses since our inception. As of March 31, 2020, we had an accumulated deficit of $1.3 billion. Although we plan to launch our first commercial product in 2021, we do not expect to be profitable in 2021. During the past five years, we have financed our operations primarily through funding from corporate partnerships and novel financing mechanisms. Based on our current plans and projections, we believe that our cash resources of $92.3 million as of March 31, 2020, combined with proceeds from financing transactions already completed in the second quarter of 2020, will be sufficient to satisfy our liquidity requirements through the fourth quarter of 2020; we are presently in multiple partnership and out licensing discussions which, if consummated, could extend our cash resources into and beyond next year. Until we are successful in our efforts for capital infusion through these transactions or other financing options, and because the completion of such transactions is not entirely within our control, in accordance with accounting guidance we are required to disclose that substantial doubt exists about our ability to continue as a going concern for a period of one year after the date of filing of this Quarterly Report on Form 10-Q. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Accordingly, the financial statements have been prepared on a basis that assumes we will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business. Management continues to address the Company’s liquidity position and will adjust spending as needed in order to preserve liquidity. Most recently, in response to the COVID-19 pandemic, we streamlined our organization, which included a headcount reduction and the slowing down of several non-priority programs. Our CEO, Dr. Armen, also elected to receive his base salary in stock rather than cash for the balance of 2020. We also continue to monitor the likelihood of success of our key initiatives and have a plan to discontinue funding of such activities if they do not prove to be successful, or, if by the end of the second quarter of 2020 additional cash resources are not put into place, further restrict funding of non-core programs, restrict capital expenditures and/or reduce the scale of our operations as necessary to ensure sufficient cash resources through the fourth quarter of 2020. Our future liquidity needs will be determined primarily by the success of our operations with respect to the progression of our product candidates and key development and regulatory events in the future. Potential sources of additional funding include: (1) pursuing collaboration, out-licensing and/or partnering opportunities for our portfolio programs and product candidates with one or more third parties, (2) renegotiating third party agreements, (3) selling assets, (4) securing additional debt financing and/or (5) selling equity securities. The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete annual consolidated financial statements. In the opinion of our management, the condensed consolidated financial statements include all normal and recurring adjustments considered necessary for a fair presentation of our financial position and operating results. All significant intercompany transactions and accounts have been eliminated in consolidation. Operating results for the three months ended March 31, 2020, are not necessarily indicative of the results that may be expected for the year ending December 31, 2020. For further information, refer to our consolidated financial statements and footnotes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2019 filed with the Securities and Exchange Commission on March 16, 2020. The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances. Actual results could differ materially from those estimates. For our foreign subsidiaries, the local currency is the functional currency. Assets and liabilities of our foreign subsidiaries are translated into U.S. dollars using rates in effect at the balance sheet date while revenues and expenses are translated into U.S. dollars using average exchange rates during the period. The cumulative translation adjustment resulting from changes in exchange rates are included in the consolidated balance sheets as a component of accumulated other comprehensive loss in total stockholders’ deficit. |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | The following table sets forth the computation of basic and diluted net (loss) income per share (in thousands, except for per share data): Three Months Ended March 31, 2020 2019 Amounts used for basic and diluted per share calculations: Net (loss) income attributable to Agenus Inc. common stockholders $ (44,726 ) $ 18,454 Weighted average number of Agenus Inc. common shares outstanding - basic 145,061 129,700 Effect of potentially dilutive securities: Share based compensation awards — 1,498 Series C-1 convertible preferred stock — 17,392 Weighted average number of Agenus Inc. common shares outstanding - diluted 145,061 148,590 Net (loss) income attributable to Agenus Inc. per common share: Basic $ (0.31 ) $ 0.14 Diluted $ (0.31 ) $ 0.12 Basic net (loss) and income per common share is calculated by dividing the net (loss) income attributable to common stockholders by the weighted average number of common shares outstanding (including common shares issuable under our Directors’ Deferred Compensation Plan, or “DDCP”). Diluted net (loss) income per common share is calculated by dividing net (loss) income attributable to common stockholders by the weighted average number of common shares outstanding (including common shares issuable under our DDCP) plus the dilutive effect of outstanding instruments such as warrants, stock options, non-vested shares and convertible preferred stock. Because we reported a net loss attributable to common stockholders for the quarter ended March 31, 2020, diluted loss per common share is the same as basic loss per common share, as the effect of utilizing the fully diluted share count would have reduced the net loss per common share. The following securities have been excluded from the computation of diluted weighted average shares outstanding as of March 31, 2020 and 2019, as they would be anti-dilutive (in thousands): Three Months Ended March 31, 2020 2019 Warrants 2,025 1,900 Stock options 27,707 18,139 Non-vested shares 888 505 Series A-1 convertible preferred stock 333 333 Series C-1 convertible preferred stock 12,459 — |
Investments
Investments | 3 Months Ended |
Mar. 31, 2020 | |
Cash And Cash Equivalents [Abstract] | |
Investments | Cash equivalents consisted of the following as of March 31, 2020 and December 31, 2019 (in thousands): March 31, 2020 December 31, 2019 Cost Estimated Fair Value Cost Estimated Fair Value Institutional money market funds $ 69,151 $ 69,151 $ 55,258 $ 55,258 U.S. Treasury Bills 14,998 14,998 — — Total $ 84,149 $ 84,149 $ 55,258 $ 55,258 As a result of the short-term nature of our investments, there were minimal unrealized holding gains or losses for the three months ended March 31, 2020 and 2019. |
Goodwill and Acquired Intangibl
Goodwill and Acquired Intangible Assets | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Acquired Intangible Assets | Note D - Goodwill and Acquired Intangible Assets The following table sets forth the changes in the carrying amount of goodwill for the three months ended March 31, 2020 (in thousands): Balance, December 31, 2019 $ 23,188 Foreign currency translation adjustment 76 Balance, March 31, 2020 $ 23,264 Acquired intangible assets consisted of the following as of March 31, 2020 and December 31, 2019 (in thousands): As of March 31, 2020 Amortization period (years) Gross carrying amount Accumulated amortization Net carrying amount Intellectual property 7-15 years $ 16,605 $ (8,520 ) $ 8,085 Trademarks 4.5 years 838 (838 ) — Other 2-6 years 573 (565 ) 8 In-process research and development Indefinite 1,954 — 1,954 Total $ 19,970 $ (9,923 ) $ 10,047 As of December 31, 2019 Amortization period (years) Gross carrying amount Accumulated amortization Net carrying amount Intellectual property 7-15 years $ 16,584 $ (8,044 ) $ 8,540 Trademarks 4.5 years 834 (834 ) — Other 2-6 years 572 (553 ) 19 In-process research and development Indefinite 1,945 — 1,945 Total $ 19,935 $ (9,431 ) $ 10,504 The weighted average amortization period of our finite-lived intangible assets is 9 years. Amortization expense related to acquired intangibles is estimated at $1.4 million for the remainder of 2020, $1.9 million for each of the years ending December 31, 2021 and 2022, $1.4 million for the year ending December 31, 2023 and $0.3 million for the year ending December 31, 2024. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Debt | Note E - Debt Debt obligations consisted of the following as of March 31, 2020 and December 31, 2019 (in thousands): Debt instrument Balance at March 31, 2020 Current Portion: Debentures $ 146 2015 Subordinated Notes 500 Long-term Portion: 2015 Subordinated Notes 12,584 Total $ 13,230 Debt instrument Principal at December 31, 2019 Unamortized Debt Discount Balance at December 31, 2019 Current Portion: Debentures $ 146 $ — $ 146 2015 Subordinated Notes 500 — 500 Long-term Portion: 2015 Subordinated Notes 13,500 (120 ) 13,380 Total $ 14,146 $ (120 ) $ 14,026 On February 18, 2020, we entered into an amendment to the 2015 Subordinated Notes (the “Amendment”) pursuant to which we: • extended the maturity date of $13.5 million of the 2015 Subordinated Notes by three years from February 20, 2020 to February 20, 2023; • repaid $0.5 million of the 2015 Subordinated Notes; • extended the exercise period of the warrants to purchase 1,350,000 shares of the Company’s common stock previously issued in 2015 by three years from February 20, 2020 to February 20, 2023 • issued new warrants to purchase 675,000 shares of the Company’s common stock with a term of five years and an exercise price of $4.48 per share, which represented a 20% premium over the 30-day average trailing closing price of the Company’s common stock as of the date of the Amendment. The Amendment was accounted for as a debt extinguishment under the guidance of ASU 470: Debt which primarily represents the fair value of the new and extended warrants In April 2020, we repaid $0.5 million of the outstanding amended 2015 Subordinated Notes. As a result, the obligation has been classified as current in our condensed consolidated balance sheets. |
Liability Related to the Sale o
Liability Related to the Sale of Future Royalties and Milestones | 3 Months Ended |
Mar. 31, 2020 | |
Liability Related To Sale Of Future Royalties And Milestones [Abstract] | |
Liability Related to the Sale of Future Royalties and Milestones | Note F – Liability Related to the Sale of Future Royalties and Milestones The following table shows the activity within the liability account in the three months ended March 31, 2020 (in thousands): Period from December 31, 2019 to March 31, 2020 Liability related to sale of future royalties and milestones - beginning balance $ 221,845 Non-cash royalty revenue (13,156 ) Non-cash interest expense recognized 13,699 Liability related to sale of future royalties and milestones - ending balance 222,388 Less: unamortized transaction costs (461 ) Liability related to sale of future royalties and milestones, net $ 221,927 Healthcare Royalty Partners In January 2018, we, through our wholly-owned subsidiary Antigenics, LLC (“Antigenics”), entered into a Royalty Purchase Agreement (the “HCR Royalty Purchase Agreement”) with Healthcare Royalty Partners III, L.P. and certain of its subsidiaries (collectively, “HCR”). Pursuant to the terms of the HCR Royalty Purchase Agreement, we sold to HCR 100% of Antigenics’ worldwide rights to receive royalties from GlaxoSmithKline (“GSK”) on sales of GSK’s vaccines containing our QS-21 Stimulon adjuvant. At closing, we received gross proceeds of $190.0 million from HCR. Although we sold all of our rights to receive royalties on sales of GSK’s vaccines containing QS-21, as a result of our obligation to HCR, we are required to account for these royalties as revenue when earned, and we recorded the $190.0 million in proceeds from this transaction as a liability on our condensed consolidated balance sheet that will be amortized using the interest method over the estimated life of the HCR Royalty Purchase Agreement. The liability is classified between the current and non-current portion of liability related to sale of future royalties and milestones in the condensed consolidated balance sheets based on the estimated recognition of the royalty payments to be received by HCR in the next 12 months from the financial statement reporting date. During the three months ended March 31, 2020, we recognized $13.2 million of non-cash royalty revenue, and we recorded $13.7 million of related non-cash interest expense related to the HCR Royalty Purchase Agreement. As royalties are remitted to HCR from GSK, the balance of the recorded liability will be effectively repaid over the life of the HCR Royalty Purchase Agreement. To determine the amortization of the recorded liability, we are required to estimate the total amount of future royalty payments to be received by HCR. The sum of these amounts less the $190.0 million proceeds we received will be recorded as interest expense over the life of the HCR Royalty Purchase Agreement. Periodically, we assess the estimated royalty payments to be paid to HCR from GSK, and to the extent the amount or timing of the payments is materially different from our original estimates, we will prospectively adjust the amortization of the liability. During the three months ended March 31, 2020, our estimate of the effective annual interest rate over the life of the agreement increased to 26.2%, which results in a retrospective interest rate of 22.2%. |
Accrued Liabilities
Accrued Liabilities | 3 Months Ended |
Mar. 31, 2020 | |
Other Liabilities Disclosure [Abstract] | |
Accrued Liabilities | Accrued liabilities consisted of the following as of March 31, 2020 and December 31, 2019 (in thousands): March 31, 2020 December 31, 2019 Payroll $ 4,332 $ 9,575 Professional fees 4,114 4,314 Contract manufacturing costs 7,227 8,768 Research services 5,856 6,675 Other 1,246 2,000 Total $ 22,775 $ 31,332 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | We measure our contingent purchase price considerations at fair value. The fair values of our contingent purchase price considerations, $4.5 million, are based on significant inputs not observable in the market, which require them to be reported as Level 3 liabilities within the fair value hierarchy. The valuation of these liabilities use assumptions we believe would be made by a market participant and are based on estimates from a Monte Carlo simulation of our market capitalization and share price, and other factors impacting the probability of triggering the milestone payments. Market capitalization and share price were evolved using a geometric Brownian motion, calculated daily for the life of the contingent purchase price considerations. The significant unobservable inputs include the anticipated timelines to achieve the contingent purchase milestones and our estimated credit spread, the weighted average values of which (weighted based on the value of each contingent liability), as of March 31, 2020, are shown in the table below. Unobservable Input Period of time to achieve milestones (in years) 2.1 Credit spread 17.2 % Liabilities measured at fair value are summarized below (in thousands): Description March 31, 2020 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Liabilities: Contingent purchase price considerations $ 4,459 $ — $ — $ 4,459 Total $ 4,459 $ — $ — $ 4,459 Description December 31, 2019 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Liabilities: Contingent purchase price consideration $ 8,843 $ — $ — $ 8,843 Total $ 8,843 $ — $ — $ 8,843 The following table presents our liabilities measured at fair value using significant unobservable inputs (Level 3), as of March 31, 2020 (in thousands): Balance, December 31, 2019 $ 8,843 Change in fair value of contingent purchase price considerations during the period (4,384 ) Balance, March 31, 2020 $ 4,459 The fair value of our outstanding debt balance at March 31, 2020 and December 31, 2019 was $13.3 million and $14.2 million, respectively, based on the Level 2 valuation hierarchy of the fair value measurements standard using a present value methodology that was derived by evaluating the nature and terms of each note and considering the prevailing economic and market conditions at the balance sheet date. The principal amount of our outstanding debt balance at March 31, 2020 and December 31, 2019 was $13.6 and $14.1 million, respectively. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 3 Months Ended |
Mar. 31, 2020 | |
Collaboration [Abstract] | |
Revenue from Contracts with Customers | Note I - Revenue from Contracts with Customers Gilead Collaboration Agreement On December 20, 2018, we entered into a series of agreements with Gilead Sciences, Inc. (“Gilead”) focused on the development and commercialization of up to five novel immuno-oncology therapies. Pursuant to the terms of the license agreement, the option and license agreements and the stock purchase agreement we entered into with Gilead (collectively, the “Gilead Collaboration Agreements”), at the closing of the transaction on January 23, 2019 (the “Effective Date”), we received an upfront cash payment from Gilead of $120.0 million and Gilead made a $30.0 million equity investment in Agenus. We are also eligible to receive up to $1.7 billion in aggregate potential milestones. Collaboration Revenue For the three months ended March 31, 2020, we recognized $1.8 million of research and development revenue related to the Gilead Collaboration Agreements based on the partial satisfaction of the over time performance obligations as of quarter end. For the three months ended March 31, 2019, we recognized $70.3 million of research and development revenue. This amount included $4.8 million of the transaction price recognized based on the partial satisfaction of the over time performance obligations as of quarter end. We expect to recognize deferred research and development revenue of $26.9 million and $27.7 million for the remainder of 2020 and 2021, respectively, related to performance obligations that are unsatisfied or partially unsatisfied as of March 31, 2020. Incyte Collaboration Agreement For the three months ended March 31, 2020, we recognized approximately $0.1 million of research and development revenue for research and development services provided. For the three months ended March 31, 2019, we recognized approximately $0.6 million of research and development revenue. This amount included $0.2 million of the transaction price recognized based on the partial satisfaction of the over time performance obligations as of quarter end and $0.4 million for research and development services. Disaggregation of Revenue The following tables present revenue (in thousands) for the three months ended March 31, 2020 and 2019, disaggregated by geographic region and revenue type. Revenue by geographic region is allocated based on the domicile of our respective business operations. Three months ended March 31, 2020 United States Europe Total Revenue Type Research and development services $ 97 $ — $ 97 Recognition of deferred revenue 1,831 — 1,831 Recognition of deferred grant revenue — 44 44 Non-cash royalty revenue 13,156 — 13,156 $ 15,084 $ 44 $ 15,128 Three months ended March 31, 2019 Revenue Type Research and development services $ 414 $ — $ 414 License fee revenue 65,500 — 65,500 Recognition of deferred revenue 4,957 — 4,957 Recognition of deferred grant revenue 415 — 415 Non-cash royalty revenue 8,605 — 8,605 $ 79,891 $ — $ 79,891 Contract Balances Contract assets primarily relate to our rights to consideration for work completed in relation to our research and development services performed but not billed at the reporting date. The contract assets are transferred to receivables when the rights become unconditional. Currently, we do not have any contract assets which have not transferred to a receivable. The following table provides information about contract assets and contract liabilities from contracts with customers (in thousands): Three months ended March 31, 2020 Balance at beginning of period Additions Deductions Balance at end of period Contract assets: Unbilled receivables from collaboration partners $ - $ - $ - $ - Contract liabilities: Deferred revenue $ 56,414 $ - $ (1,831 ) $ 54,583 The change in contract liabilities is primarily related to the recognition of $1.8 million of revenue related to the Gilead Collaboration Agreements during the three months ended March 31, 2020. Deferred revenue related to the Gilead Collaboration Agreements of $54.6 million as of March 31, 2020, which was comprised of the $142.5 million initial transaction price, less $87.9 million of license and collaboration revenue recognized from the effective date of the contract, will be recognized as the combined performance obligation is satisfied. We also recorded a $0.3 million receivable as of March 31, 2020 for research and development and manufacturing services provided. During the three months ended March 31, 2020, we did not recognize any revenue from amounts included in the contract asset or the contract liability balances from performance obligations satisfied in previous periods. None of the costs to obtain or fulfill a contract were capitalized. |
Share-Based Compensation Plans
Share-Based Compensation Plans | 3 Months Ended |
Mar. 31, 2020 | |
Share Based Compensation [Abstract] | |
Share-Based Compensation Plans | We primarily use the Black-Scholes option pricing model to value stock options granted to employees and non-employees, including stock options granted to members of our Board of Directors. However, the fair value of stock option market-based awards is calculated based on a Monte Carlo simulation as of the date of issuance. All stock options have 10-year terms and generally vest ratably over a 3 or 4-year period. A summary of option activity for the three months ended March 31, 2020 is presented below: Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Outstanding at December 31, 2019 27,164,147 $ 3.67 Granted 2,083,300 3.53 Exercised (527,880 ) 3.05 Forfeited (389,882 ) 3.27 Expired (622,428 ) 4.46 Outstanding at March 31, 2020 27,707,257 $ 3.66 7.66 $ 1,568,570 Vested or expected to vest at March 31, 2020 27,707,257 $ 3.66 7.66 $ 1,568,570 Exercisable at March 31, 2020 13,091,335 $ 4.09 6.05 $ 282,813 The weighted average grant-date fair values of stock options granted during the three months ended March 31, 2020 and 2019 were $1.39 and $1.58, respectively. As of March 31, 2020, there was approximately $20.1 million of total unrecognized share-based compensation expense related to these stock options which, if all milestones are achieved, will be recognized over a weighted average period of 2.2 years. Certain employees and consultants have been granted non-vested stock. The fair value of non-vested market-based awards is calculated based on a Monte Carlo simulation as of the date of issuance. The fair value of other non-vested stock is calculated based on the closing sale price of our common stock on the date of issuance. A summary of non-vested stock activity for the three months ended March 31, 2020 is presented below: Non-vested Shares Weighted Average Grant Date Fair Value Outstanding at December 31, 2019 2,207,943 $ 2.85 Granted — — Vested — — Forfeited (1,320,311 ) 3.44 Outstanding at March 31, 2020 887,632 $ 1.96 As of March 31, 2020, there was approximately $0.8 million of unrecognized share-based compensation expense related to these non-vested shares which will be recognized over a period of 2.0 years. During the three months ended March 31, 2020, 236,855 shares were issued under the 2019 Employee Stock Purchase Plan and 527,880 shares were issued as a result of stock option exercises. The impact on our results of operations from share-based compensation for the three months ended March 31, 2020 and 2019, was as follows (in thousands): Three Months Ended March 31, 2020 2019 Research and development $ 1,203 $ 886 General and administrative 1,194 957 Total share-based compensation expense $ 2,397 $ 1,843 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Leases | Note K – Leases The majority of our operating lease agreements are for the office, research and development and manufacturing space we use to conduct our operations. We lease space in Lexington, Massachusetts for our manufacturing, research and development, and corporate offices, office space in New York, New York for use as corporate offices, facilities in Berkeley, California, for manufacturing and corporate offices and facilities in Charlottesville, Virginia and Cambridge, United Kingdom for research and development and corporate offices. We have subleased a small portion of the space in our main Lexington facility for part of the associated head lease. These agreements expire at various times between 2020 and 2030. We also have finance lease agreements for research and development, manufacturing and transportation equipment that expire at various times between in 2020 and 2022. The components of lease cost recorded in our condensed consolidated statement of operations were as follows (in thousands): Three months ended March 31, 2020 2019 Operating lease cost $ 1,077 $ 551 Finance lease cost 73 65 Variable lease cost 513 161 Sublease income (144 ) (140 ) Net lease cost $ 1,519 $ 637 Variable lease cost for the three months ended March 31, 2020 and 2019 primarily related to common area maintenance, taxes, utilities, insurance and parking associated with our operating leases. Short-term lease cost for the three months ended March 31, 2020 and 2019 was immaterial. Cash paid for amounts included in the measurement of operating lease liabilities for the three months ended March 31, 2020 and 2019 was approximately $0.5 million and $0.4 million, respectively. Cash paid for amounts included in the measurement of finance lease liabilities for the three months ended March 31, 2020 was approximately $1.2 million. The following table presents supplemental balance sheet information related to our leases (in thousands): As of March 31, 2020 As of December 31, 2019 Operating Leases Operating lease right-of-use assets $ 14,319 $ 7,364 Total operating lease right-of-use assets 14,319 7,364 Current portion, operating lease liabilities 1,506 1,347 Operating lease liabilities, net of current portion 14,722 8,020 Total operating lease liabilities 16,228 9,367 Finance Leases Property, plant and equipment, net 3,181 796 Total finance lease right-of-use assets 3,181 796 Other current liabilities 733 148 Other long-term liabilities 634 — Total finance lease liabilities $ 1,367 $ 148 Maturities of our lease liabilities as of March 31, 2020 were as follows (in thousands): Year Operating Leases Finance leases Expected sublease receipts Net future lease commitments Remainder of 2020 $ 3,016 $ 658 $ (433 ) $ 3,241 2021 3,875 804 4,679 2022 3,963 67 4,030 2023 3,553 3,553 2024 2,640 2,640 Thereafter 12,368 12,368 Total $ 29,415 $ 1,529 $ (433 ) $ 30,511 Less imputed interest (13,187 ) (162 ) Present value of lease liabilities $ 16,228 $ 1,367 The weighted-average remaining lease terms and discount rates related to our operating and finance leases were as follows: March 31, 2020 Operating Finance Weighted average remaining lease term (in years) 7.7 1.8 Weighted average discount rate 15.9 % 13.1 % |
Equity
Equity | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Equity | Note L – Equity At the Market Offerings During the three months ended March 31, 2020, we received net proceeds of approximately $65.1 million from the sale of approximately 24.7 million shares of our common stock at an average price per share of approximately $2.72 in at-the-market offerings under our At Market Issuance Sales Agreement with B. Riley FBR, Inc. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2020 | |
New Accounting Pronouncements And Changes In Accounting Principles [Abstract] | |
Recent Accounting Pronouncements | Recently Issued and Adopted In August 2018, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). The amendments in ASU 2018-13 modify the disclosure requirements of fair value measurements. Certain disclosures are required to be applied on a retrospective basis and others on a prospective basis. We adopted the standard on January 1, 2020. The adoption did not have a material impact on our financial statement disclosures. In November 2018, the FASB issued ASU No. 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606, Revenue from Contracts with Customers, (“ASC 606”) Recently Issued, Not Yet Adopted In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other (Topic 350) that will eliminate the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge. Instead, an impairment charge will be based on the excess of a reporting unit’s carrying amount over its fair value. The guidance is effective for the Company in the first quarter of fiscal 2023. Early adoption is permitted. We do not anticipate the adoption of this guidance to have a material impact on our consolidated financial statements, absent any goodwill impairment. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 enhances and simplifies multiple aspects of the income tax accounting guidance in ASC 740. The standard will be effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years, with early adoption permitted. We are currently evaluating the impact of adoption of ASU 2019-12 on our consolidated financial statements. No other new accounting pronouncement issued or effective during the three months ended March 31, 2020 had or is expected to have a material impact on our consolidated financial statements or disclosures. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note M – Subsequent Events At the Market Offerings During the period of April 1, 2020 through May 7, 2020, we received net proceeds of approximately $15.9 million from the sale of approximately 6.1 million shares of our common stock under our At Market Issuance Sales Agreement with B. Riley FBR, Inc. Paycheck Protection Program In May 2020, we entered into promissory notes with Bank of America, NA for aggregate loan proceeds of approximately $6.2 million (collectively, the “Loan”) under the Small Business Administration (the “SBA”) Paycheck Protection Program of the Coronavirus Aid, Relief and Economic Security Act of 2020 (the “CARES Act”). We intend to use at least 75% of the Loan proceeds for covered payroll costs and no more than 25% of the Loan proceeds for rent and utilities in accordance with the relevant terms and conditions of the CARES Act. Each Loan has a two-year term and bears interest at a rate of 1.00% per annum. The Loan may be forgiven partially or fully if the Loan proceeds are used for covered payroll costs, rent and utilities, provided that such amounts are incurred during the eight-week period commencing on receipt of the Loan proceeds, and at least 75% of any forgiven amount has been used for covered payroll costs. Any forgiveness of the Loan will be subject to approval by the SBA and will require us to apply for such treatment in the future. |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Net Income (Loss) Per Share | The following table sets forth the computation of basic and diluted net (loss) income per share (in thousands, except for per share data): Three Months Ended March 31, 2020 2019 Amounts used for basic and diluted per share calculations: Net (loss) income attributable to Agenus Inc. common stockholders $ (44,726 ) $ 18,454 Weighted average number of Agenus Inc. common shares outstanding - basic 145,061 129,700 Effect of potentially dilutive securities: Share based compensation awards — 1,498 Series C-1 convertible preferred stock — 17,392 Weighted average number of Agenus Inc. common shares outstanding - diluted 145,061 148,590 Net (loss) income attributable to Agenus Inc. per common share: Basic $ (0.31 ) $ 0.14 Diluted $ (0.31 ) $ 0.12 |
Schedule of Anti-dilutive Securities Excluded from Computation of Diluted Weighted Average Shares Outstanding | The following securities Three Months Ended March 31, 2020 2019 Warrants 2,025 1,900 Stock options 27,707 18,139 Non-vested shares 888 505 Series A-1 convertible preferred stock 333 333 Series C-1 convertible preferred stock 12,459 — |
Investments (Tables)
Investments (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Cash And Cash Equivalents [Abstract] | |
Schedule of Cash Equivalents | Cash equivalents consisted of the following as of March 31, 2020 and December 31, 2019 (in thousands): March 31, 2020 December 31, 2019 Cost Estimated Fair Value Cost Estimated Fair Value Institutional money market funds $ 69,151 $ 69,151 $ 55,258 $ 55,258 U.S. Treasury Bills 14,998 14,998 — — Total $ 84,149 $ 84,149 $ 55,258 $ 55,258 |
Goodwill and Acquired Intangi_2
Goodwill and Acquired Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Goodwill | The following table sets forth the changes in the carrying amount of goodwill for the three months ended March 31, 2020 (in thousands): Balance, December 31, 2019 $ 23,188 Foreign currency translation adjustment 76 Balance, March 31, 2020 $ 23,264 |
Schedule of Acquired Intangible Assets | Acquired intangible assets consisted of the following as of March 31, 2020 and December 31, 2019 (in thousands): As of March 31, 2020 Amortization period (years) Gross carrying amount Accumulated amortization Net carrying amount Intellectual property 7-15 years $ 16,605 $ (8,520 ) $ 8,085 Trademarks 4.5 years 838 (838 ) — Other 2-6 years 573 (565 ) 8 In-process research and development Indefinite 1,954 — 1,954 Total $ 19,970 $ (9,923 ) $ 10,047 As of December 31, 2019 Amortization period (years) Gross carrying amount Accumulated amortization Net carrying amount Intellectual property 7-15 years $ 16,584 $ (8,044 ) $ 8,540 Trademarks 4.5 years 834 (834 ) — Other 2-6 years 572 (553 ) 19 In-process research and development Indefinite 1,945 — 1,945 Total $ 19,935 $ (9,431 ) $ 10,504 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Obligations | Debt obligations consisted of the following as of March 31, 2020 and December 31, 2019 (in thousands): |
Liability Related to the Sale_2
Liability Related to the Sale of Future Royalties and Milestones (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Text Block [Abstract] | |
Schedule of Liability Account | The following table shows the activity within the liability account in the three months ended March 31, 2020 (in thousands): Period from December 31, 2019 to March 31, 2020 Liability related to sale of future royalties and milestones - beginning balance $ 221,845 Non-cash royalty revenue (13,156 ) Non-cash interest expense recognized 13,699 Liability related to sale of future royalties and milestones - ending balance 222,388 Less: unamortized transaction costs (461 ) Liability related to sale of future royalties and milestones, net $ 221,927 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consisted of the following as of March 31, 2020 and December 31, 2019 (in thousands): March 31, 2020 December 31, 2019 Payroll $ 4,332 $ 9,575 Professional fees 4,114 4,314 Contract manufacturing costs 7,227 8,768 Research services 5,856 6,675 Other 1,246 2,000 Total $ 22,775 $ 31,332 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of Weighted Average Values of Contingent Purchase Milestones and Credit Spread | The significant unobservable inputs include the anticipated timelines to achieve the contingent purchase milestones and our estimated credit spread, the weighted average values of which (weighted based on the value of each contingent liability), as of March 31, 2020, are shown in the table below. Unobservable Input Period of time to achieve milestones (in years) 2.1 Credit spread 17.2 % |
Schedule of Liabilities Measured at Fair Value | Liabilities measured at fair value are summarized below (in thousands): Description March 31, 2020 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Liabilities: Contingent purchase price considerations $ 4,459 $ — $ — $ 4,459 Total $ 4,459 $ — $ — $ 4,459 Description December 31, 2019 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Liabilities: Contingent purchase price consideration $ 8,843 $ — $ — $ 8,843 Total $ 8,843 $ — $ — $ 8,843 |
Schedule of Liabilities Measured at Fair Value Using Significant Unobservable Inputs | The following table presents our liabilities measured at fair value using significant unobservable inputs (Level 3), as of March 31, 2020 (in thousands): Balance, December 31, 2019 $ 8,843 Change in fair value of contingent purchase price considerations during the period (4,384 ) Balance, March 31, 2020 $ 4,459 |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Collaboration [Abstract] | |
Summary of Disaggregation of Revenue | The following tables present revenue (in thousands) for the three months ended March 31, 2020 and 2019, disaggregated by geographic region and revenue type. Revenue by geographic region is allocated based on the domicile of our respective business operations. Three months ended March 31, 2020 United States Europe Total Revenue Type Research and development services $ 97 $ — $ 97 Recognition of deferred revenue 1,831 — 1,831 Recognition of deferred grant revenue — 44 44 Non-cash royalty revenue 13,156 — 13,156 $ 15,084 $ 44 $ 15,128 Three months ended March 31, 2019 Revenue Type Research and development services $ 414 $ — $ 414 License fee revenue 65,500 — 65,500 Recognition of deferred revenue 4,957 — 4,957 Recognition of deferred grant revenue 415 — 415 Non-cash royalty revenue 8,605 — 8,605 $ 79,891 $ — $ 79,891 |
Schedule of Information about Contract Assets and Contract Liabilities from Contracts with Customers | The following table provides information about contract assets and contract liabilities from contracts with customers (in thousands): Three months ended March 31, 2020 Balance at beginning of period Additions Deductions Balance at end of period Contract assets: Unbilled receivables from collaboration partners $ - $ - $ - $ - Contract liabilities: Deferred revenue $ 56,414 $ - $ (1,831 ) $ 54,583 |
Share-Based Compensation Plans
Share-Based Compensation Plans (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Share Based Compensation [Abstract] | |
Schedule Of Stock Option Activity | A summary of option activity for the three months ended March 31, 2020 is presented below: Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Outstanding at December 31, 2019 27,164,147 $ 3.67 Granted 2,083,300 3.53 Exercised (527,880 ) 3.05 Forfeited (389,882 ) 3.27 Expired (622,428 ) 4.46 Outstanding at March 31, 2020 27,707,257 $ 3.66 7.66 $ 1,568,570 Vested or expected to vest at March 31, 2020 27,707,257 $ 3.66 7.66 $ 1,568,570 Exercisable at March 31, 2020 13,091,335 $ 4.09 6.05 $ 282,813 |
Summary Of Non-vested Stock Activity | A summary of non-vested stock activity for the three months ended March 31, 2020 is presented below: Non-vested Shares Weighted Average Grant Date Fair Value Outstanding at December 31, 2019 2,207,943 $ 2.85 Granted — — Vested — — Forfeited (1,320,311 ) 3.44 Outstanding at March 31, 2020 887,632 $ 1.96 |
Schedule Of Share-Based Compensation Expense | The impact on our results of operations from share-based compensation for the three months ended March 31, 2020 and 2019, was as follows (in thousands): Three Months Ended March 31, 2020 2019 Research and development $ 1,203 $ 886 General and administrative 1,194 957 Total share-based compensation expense $ 2,397 $ 1,843 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Schedule of Components of Lease Cost Recorded in Condensed Consolidated Statement of Operations | The components of lease cost recorded in our condensed consolidated statement of operations were as follows (in thousands): Three months ended March 31, 2020 2019 Operating lease cost $ 1,077 $ 551 Finance lease cost 73 65 Variable lease cost 513 161 Sublease income (144 ) (140 ) Net lease cost $ 1,519 $ 637 |
Schedule of Supplemental Balance Sheet Information Related to Lease | The following table presents supplemental balance sheet information related to our leases (in thousands): As of March 31, 2020 As of December 31, 2019 Operating Leases Operating lease right-of-use assets $ 14,319 $ 7,364 Total operating lease right-of-use assets 14,319 7,364 Current portion, operating lease liabilities 1,506 1,347 Operating lease liabilities, net of current portion 14,722 8,020 Total operating lease liabilities 16,228 9,367 Finance Leases Property, plant and equipment, net 3,181 796 Total finance lease right-of-use assets 3,181 796 Other current liabilities 733 148 Other long-term liabilities 634 — Total finance lease liabilities $ 1,367 $ 148 |
Schedule of Maturities of Operating Lease Liabilities in Accordance With ASC 842 | Maturities of our lease liabilities as of March 31, 2020 were as follows (in thousands): Year Operating Leases Finance leases Expected sublease receipts Net future lease commitments Remainder of 2020 $ 3,016 $ 658 $ (433 ) $ 3,241 2021 3,875 804 4,679 2022 3,963 67 4,030 2023 3,553 3,553 2024 2,640 2,640 Thereafter 12,368 12,368 Total $ 29,415 $ 1,529 $ (433 ) $ 30,511 Less imputed interest (13,187 ) (162 ) Present value of lease liabilities $ 16,228 $ 1,367 |
Schedule of Weighted-Average Remaining Lease Terms and Discount Rates Related to Operating Leases | The weighted-average remaining lease terms and discount rates related to our operating and finance leases were as follows: March 31, 2020 Operating Finance Weighted average remaining lease term (in years) 7.7 1.8 Weighted average discount rate 15.9 % 13.1 % |
Business, Liquidity and Basis_2
Business, Liquidity and Basis of Presentation (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Description Of Business [Abstract] | ||||
Cash and cash equivalents | $ 92,284 | $ 158,306 | $ 61,808 | $ 53,054 |
Increase in cash and cash equivalents | 30,476 | $ 105,252 | ||
Accumulated deficit | $ 1,329,667 | $ 1,284,993 |
Net Loss Per Share (Schedule of
Net Loss Per Share (Schedule of Computation of Basic and Diluted Net Income (Loss) Per Share) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Earnings Per Share [Abstract] | ||
Net (loss) income attributable to Agenus Inc. common stockholders | $ (44,726) | $ 18,454 |
Weighted average number of Agenus Inc. common shares outstanding - basic | 145,061 | 129,700 |
Effect of potentially dilutive securities: | ||
Share based compensation awards | 1,498,000 | |
Series C-1 convertible preferred stock | 17,392,000 | |
Weighted average number of Agenus Inc. common shares outstanding - diluted | 145,061 | 148,590 |
Per common share data: | ||
Basic | $ (0.31) | $ 0.14 |
Diluted | $ (0.31) | $ 0.12 |
Net Loss Per Share (Schedule _2
Net Loss Per Share (Schedule of Anti-dilutive Securities Excluded from Computation of Diluted Weighted Average Shares Outstanding) (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,025 | 1,900 |
Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 27,707 | 18,139 |
Non-vested Shares [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 888 | 505 |
Series A-1 convertible preferred stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 333 | 333 |
Series C-1 Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 12,459 |
Investments (Schedule of Cash E
Investments (Schedule of Cash Equivalents) (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Cost [Member] | ||
Cash And Cash Equivalents [Line Items] | ||
Cash equivalents | $ 84,149 | $ 55,258 |
Estimated Fair Value [Member] | ||
Cash And Cash Equivalents [Line Items] | ||
Cash equivalents | 84,149 | 55,258 |
Institutional Money Market Funds [Member] | Cost [Member] | ||
Cash And Cash Equivalents [Line Items] | ||
Cash equivalents | 69,151 | 55,258 |
Institutional Money Market Funds [Member] | Estimated Fair Value [Member] | ||
Cash And Cash Equivalents [Line Items] | ||
Cash equivalents | 69,151 | $ 55,258 |
U.S. Treasury Bills [Member] | Cost [Member] | ||
Cash And Cash Equivalents [Line Items] | ||
Cash equivalents | 14,998 | |
U.S. Treasury Bills [Member] | Estimated Fair Value [Member] | ||
Cash And Cash Equivalents [Line Items] | ||
Cash equivalents | $ 14,998 |
Goodwill and Acquired Intangi_3
Goodwill and Acquired Intangible Assets (Schedule of Changes in Goodwill) (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 23,188 |
Foreign currency translation adjustment | 76 |
Ending balance | $ 23,264 |
Goodwill and Acquired Intangi_4
Goodwill and Acquired Intangible Assets (Acquired Intangible Assets) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross (Excluding Goodwill) | $ 19,970 | $ 19,935 |
Accumulated amortization | (9,923) | (9,431) |
Net carrying amount | 10,047 | 10,504 |
Indefinite-lived Intangible Assets Acquired | 1,954 | 1,945 |
Intellectual Property [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 16,605 | 16,584 |
Accumulated amortization | (8,520) | (8,044) |
Net carrying amount | $ 8,085 | $ 8,540 |
Intellectual Property [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period (years) | 7 years | 7 years |
Intellectual Property [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period (years) | 15 years | 15 years |
Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period (years) | 4 years 6 months | 4 years 6 months |
Gross carrying amount | $ 838 | $ 834 |
Accumulated amortization | (838) | (834) |
Other [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 573 | 572 |
Accumulated amortization | (565) | (553) |
Net carrying amount | $ 8 | $ 19 |
Other [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period (years) | 2 years | 2 years |
Other [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period (years) | 6 years | 6 years |
Goodwill and Acquired Intangi_5
Goodwill and Acquired Intangible Assets (Narrative) (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 9 years |
Finite-Lived Intangible Assets, Estimated Amortization Expense, 2020 | $ 1.4 |
Finite-Lived Intangible Assets, Estimated Amortization Expense, December 31, 2021 | 1.9 |
Finite-Lived Intangible Assets, Estimated Amortization Expense, December 31, 2022 | 1.9 |
Finite-Lived Intangible Assets, Estimated Amortization Expense, December 31, 2023 | 1.4 |
Finite-Lived Intangible Assets, Estimated Amortization Expense, December 31, 2024 | $ 0.3 |
Debt - Schedule of Debt Obligat
Debt - Schedule of Debt Obligations (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Balance, Long-Term Debt Total | $ 13,230 | $ 14,026 |
Debt instrument, Long-term Portion | ||
Principal, Balance Total | 13,600 | 14,146 |
Unamortized Debt Discount Total | (120) | |
2015 Subordinated Notes [Member] | ||
Debt Instrument [Line Items] | ||
Balance, Long-term Portion | 12,584 | 13,380 |
Debt instrument, Long-term Portion | ||
Principal Balance, Long-term Portion | 13,500 | |
Unamortized Debt Discount, Long-term Portion | (120) | |
Debentures [Member] | ||
Debt Instrument [Line Items] | ||
Balance, Short-term Portion | 146 | 146 |
Debt instrument, Current Portion | ||
Principal Balance, Short-term Portion | 146 | |
2015 Subordinated Notes [Member] | ||
Debt Instrument [Line Items] | ||
Balance, Short-term Portion | $ 500 | 500 |
Debt instrument, Current Portion | ||
Principal Balance, Short-term Portion | $ 500 |
Debt (Narrative) (Details)
Debt (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 18, 2020 | Feb. 17, 2020 | Apr. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | |||||
Remaining debt payment | $ 500 | ||||
Warrants issued | 675,000 | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 675,000 | ||||
Warrants outstanding, Term | 5 years | ||||
Warrants, exercise price | $ 4.48 | ||||
Premium over warrants exercise price | 20.00% | ||||
Loss on other expense | (2,720) | ||||
Principal amount of outstanding debt | 13,600 | $ 14,146 | |||
Notes 2015 [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt discount amortization period | 3 years | ||||
Notes 2015 [Member] | Common Stock [Member] | |||||
Debt Instrument [Line Items] | |||||
Warrants issued | 1,350,000 | ||||
Warrants exercise period date | Feb. 20, 2023 | Feb. 20, 2020 | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,350,000 | ||||
Senior Subordinated Notes [Member] | Notes 2015 [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, debt default provisions face amount | $ 13,500 | ||||
Debt instrument, maturity date | Feb. 20, 2023 | Feb. 20, 2020 | |||
Remaining debt payment | $ 500 | ||||
Loss on other expense | $ 2,700 | ||||
Principal amount of outstanding debt | $ 13,600 | ||||
Senior Subordinated Notes [Member] | Notes 2015 [Member] | Subsequent Event [Member] | |||||
Debt Instrument [Line Items] | |||||
Remaining debt payment | $ 500 |
Liability Related to the Sale_3
Liability Related to the Sale of Future Royalties and Milestones (Schedule of Liability Account) (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Liability Related To Sale Of Future Royalties And Milestones [Abstract] | |
Liability related to sale of future royalties and milestones - beginning balance | $ 221,845 |
Non-cash royalty revenue | (13,156) |
Non-cash interest expense recognized | 13,699 |
Liability related to sale of future royalties and milestones - ending balance | 222,388 |
Less: unamortized transaction costs | (461) |
Liability related to sale of future royalties and milestones, net | $ 221,927 |
Liability Related to the Sale_4
Liability Related to the Sale of Future Royalties and Milestones (Narrative) (Details) - USD ($) $ in Thousands | Jan. 19, 2018 | Mar. 31, 2020 | Jan. 06, 2018 |
Liability Related To Sale Of Future Royalties And Milestones [Line Items] | |||
Non-cash royalty revenue recognized | $ 13,156 | ||
Non-cash interest expense | 13,699 | ||
HCR [Member] | GSK Agreements [Member] | Royalty Purchase Agreement [Member] | |||
Liability Related To Sale Of Future Royalties And Milestones [Line Items] | |||
Percentage of purchase of worldwide rights to receive royalties | 100.00% | ||
Gross proceeds received for royalty rights | $ 190,000 | ||
Non-cash royalty revenue recognized | 13,200 | ||
Non-cash interest expense | $ 13,700 | ||
Effective annual interest rate | 26.20% | ||
Prospective effective annual interest rate | 22.20% |
Accrued Liabilities (Schedule o
Accrued Liabilities (Schedule of Accrued Liabilities) (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Accrued Liabilities Current [Abstract] | ||
Payroll | $ 4,332 | $ 9,575 |
Professional fees | 4,114 | 4,314 |
Contract manufacturing costs | 7,227 | 8,768 |
Research services | 5,856 | 6,675 |
Other | 1,246 | 2,000 |
Total | $ 22,775 | $ 31,332 |
Fair Value Measurements (Narrat
Fair Value Measurements (Narrative) (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Contingent purchase price considerations | $ 4,459 | $ 8,843 |
Principal, Balance Total | 13,600 | 14,146 |
Level 2 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Contingent purchase price considerations | 0 | 0 |
Debt Instrument, Fair Value Disclosure | $ 13,300 | $ 14,200 |
Fair Value Measurements (Schedu
Fair Value Measurements (Schedule of Weighted Average Values of Contingent Purchase Milestones and Credit Spread) (Details) - Weighted Average [Member] | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Period of time to achieve milestones (in years) | 2 years 1 month 6 days |
Credit spread | 17.20% |
Fair Value Measurements (Sche_2
Fair Value Measurements (Schedule of Liabilities Measured at Fair Value) (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Contingent purchase price considerations, Fair Value Disclosure | $ 4,459 | $ 8,843 |
Total | 4,459 | 8,843 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Contingent purchase price considerations, Fair Value Disclosure | 0 | 0 |
Total | 0 | 0 |
Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Contingent purchase price considerations, Fair Value Disclosure | 0 | 0 |
Total | 0 | 0 |
Significant Unobservable Inputs (Level 3) [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Contingent purchase price considerations, Fair Value Disclosure | 4,459 | 8,843 |
Total | $ 4,459 | $ 8,843 |
Fair Value Measurements (Sche_3
Fair Value Measurements (Schedule of Liabilities Measured at Fair Value Using Significant Unobservable Inputs) (Details) - Significant Unobservable Inputs (Level 3) [Member] $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Balance, beginning of period | $ 8,843 |
Balance, end of period | 4,459 |
Contingent purchase price [Member] | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Change in fair value of considerations during the period | $ (4,384) |
Revenue from Contracts with C_3
Revenue from Contracts with Customers (Narrative) (Details) - USD ($) | Jan. 23, 2019 | Mar. 31, 2020 | Mar. 31, 2019 |
Revenue From Contract With Customer [Line Items] | |||
Shares sold at the market | $ 65,123,000 | ||
Revenue recognized | 15,128,000 | $ 79,891,000 | |
Asset impairment charges | 0 | ||
Contract with customer, liability, revenue recognized | 1,831,000 | ||
Capitalized contract , cost | 0 | ||
Research and Development Revenue [Member] | |||
Revenue From Contract With Customer [Line Items] | |||
Revenue recognized | 1,928,000 | 70,871,000 | |
Research and Development Services [Member] | |||
Revenue From Contract With Customer [Line Items] | |||
Revenue recognized | 97,000 | 414,000 | |
Gilead Collaboration Arrangements [Member] | |||
Revenue From Contract With Customer [Line Items] | |||
Contract with customer, liability, revenue recognized | 1,800,000 | ||
Contract with customer, net asset liability | 54,600,000 | ||
Initial transaction price | 142,500,000 | ||
Gilead Collaboration Arrangements [Member] | License and Collaboration Revenue [Member] | |||
Revenue From Contract With Customer [Line Items] | |||
Revenue recognized | 87,900,000 | ||
Gilead Sciences Incorporation [Member] | Gilead Collaboration Arrangements [Member] | |||
Revenue From Contract With Customer [Line Items] | |||
Upfront cash payment | $ 120,000,000 | ||
Shares sold at the market | 30,000,000 | ||
Gilead Sciences Incorporation [Member] | Gilead Collaboration Arrangements [Member] | Research and Development Revenue [Member] | |||
Revenue From Contract With Customer [Line Items] | |||
Revenue recognized | 1,800,000 | 70,300,000 | |
Transaction price recognized | 4,800,000 | ||
Incyte Corporation [Member] | |||
Revenue From Contract With Customer [Line Items] | |||
Receivables for R & D services | 300,000 | ||
Incyte Corporation [Member] | Incyte Collaboration Agreement [Member] | |||
Revenue From Contract With Customer [Line Items] | |||
Transaction price recognized | 200,000 | ||
Incyte Corporation [Member] | Incyte Collaboration Agreement [Member] | Research and Development Revenue [Member] | |||
Revenue From Contract With Customer [Line Items] | |||
Revenue recognized | 600,000 | ||
Incyte Corporation [Member] | Incyte Collaboration Agreement [Member] | Research and Development Services [Member] | |||
Revenue From Contract With Customer [Line Items] | |||
Revenue recognized | $ 100,000 | $ 400,000 | |
Maximum [Member] | Gilead Sciences Incorporation [Member] | Gilead Collaboration Arrangements [Member] | |||
Revenue From Contract With Customer [Line Items] | |||
Aggregate potential milestones receivable | $ 1,700,000,000 |
Revenue from Contracts with C_4
Revenue from Contracts with Customers (Narrative) (Details 1) - Gilead Sciences Incorporation [Member] $ in Millions | Mar. 31, 2020USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2020-04-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Expect to recognize deferred research and development revenue | $ 26.9 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 9 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2021-01-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Expect to recognize deferred research and development revenue | $ 27.7 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue from Contracts with C_5
Revenue from Contracts with Customers (Summary of Disaggregation of Revenue) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Disaggregation Of Revenue [Line Items] | ||
Revenue | $ 15,128 | $ 79,891 |
Research and development services [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | 97 | 414 |
Recognition of deferred revenue [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | 1,831 | 4,957 |
Recognition of deferred grant revenue [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | 44 | 415 |
Non-cash royalty revenue [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | 13,156 | 8,605 |
License fee revenue [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | 65,500 | |
Non-cash royalty revenue [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | 8,605 | |
United States [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | 15,084 | 79,891 |
United States [Member] | Research and development services [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | 97 | 414 |
United States [Member] | Recognition of deferred revenue [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | 1,831 | 4,957 |
United States [Member] | Recognition of deferred grant revenue [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | 415 | |
United States [Member] | Non-cash royalty revenue [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | 13,156 | |
United States [Member] | License fee revenue [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | 65,500 | |
United States [Member] | Non-cash royalty revenue [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | $ 8,605 | |
Europe [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | 44 | |
Europe [Member] | Recognition of deferred grant revenue [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | $ 44 |
Revenue from Contracts with C_6
Revenue from Contracts with Customers (Schedule of Information about Contract Assets and Contract Liabilities from Contracts with Customers) (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Contract With Customer Asset And Liability [Abstract] | |
Deferred revenue, Beginning Balance | $ 56,414 |
Deferred revenue, Deductions | (1,831) |
Deferred revenue, Ending Balance | $ 54,583 |
Share-Based Compensation Plan_2
Share-Based Compensation Plans (Narrative) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Weighted average grant-date fair value of options granted | $ 1.39 | $ 1.58 |
Shares issued from exercise of options | 527,880 | |
Employees and directors [Member] | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Unrecognized share-based compensation expense | $ 20.1 | |
Stock Options [Member] | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Unrecognized share-based compensation expense, weighted average period | 2 years 2 months 12 days | |
Restricted Stock [Member] | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Unrecognized share-based compensation expense | $ 0.8 | |
Performance Based Award [Member] | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Unrecognized share-based compensation expense, weighted average period | 2 years | |
2009 EIP [Member] | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Deferred Compensation Arrangement with Individual, Maximum Contractual Term | 10 years | |
2009 EIP [Member] | Minimum [Member] | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Vesting period, minimum | 3 years | |
2009 EIP [Member] | Maximum [Member] | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Vesting period, minimum | 4 years | |
2019 ESPP [Member] | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Shares issued under ESPP | 236,855 |
Share-Based Compensation Plan_3
Share-Based Compensation Plans (Schedule Of Stock Option Activity) (Details) | 3 Months Ended |
Mar. 31, 2020USD ($)$ / sharesshares | |
Share Based Compensation [Abstract] | |
Options Outstanding, Beginning Balance | shares | 27,164,147 |
Options Granted | shares | 2,083,300 |
Options Exercised | shares | (527,880) |
Options Forfeited | shares | (389,882) |
Options Expired | shares | (622,428) |
Options Outstanding, Ending Balance | shares | 27,707,257 |
Options Vested or expected to vest | shares | 27,707,257 |
Options Exercisable | shares | 13,091,335 |
Options Outstanding, Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 3.67 |
Options Granted, Weighted Average Exercise Price | $ / shares | 3.53 |
Options Exercised, Weighted Average Exercise Price | $ / shares | 3.05 |
Options Forfeited, Weighted Average Exercise Price | $ / shares | 3.27 |
Options Expired, Weighted Average Exercise Price | $ / shares | 4.46 |
Options Outstanding, Weighted Average Exercise Price, Ending Balance | $ / shares | 3.66 |
Options Vested or expected to vest, Weighted Average Exercise Price | $ / shares | 3.66 |
Options Exercisable, Weighted Average Exercise Price | $ / shares | $ 4.09 |
Options Outstanding, Weighted Average Remaining Contractual Term | 7 years 7 months 28 days |
Options Vested or expected to vest, Weighted Average Remaining Contractual Term | 7 years 7 months 28 days |
Options Exercisable, Weighted Average Remaining Contractual Term | 6 years 18 days |
Options Outstanding, Aggregate Intrinsic Value | $ | $ 1,568,570 |
Options Vested or expected to vest, Aggregate Intrinsic Value | $ | 1,568,570 |
Options Exercisable, Aggregate Intrinsic Value | $ | $ 282,813 |
Share-Based Compensation Plan_4
Share-Based Compensation Plans (Summary Of Non-vested Stock Activity) (Details) | 3 Months Ended |
Mar. 31, 2020$ / sharesshares | |
Share Based Compensation [Abstract] | |
Non-vested Shares Outstanding, Beginning Balance | shares | 2,207,943 |
Non-vested Shares Forfeited | shares | (1,320,311) |
Non-vested Shares Outstanding, Ending Balance | shares | 887,632 |
Non-vested Shares Outstanding, Weighted Average Grant Date Fair Value, Beginning Balance | $ / shares | $ 2.85 |
Non-vested Shares Forfeited, Weighted Average Grant Date Fair Value | $ / shares | 3.44 |
Non-vested Shares Outstanding, Weighted Average Grant Date Fair Value, Ending Balance | $ / shares | $ 1.96 |
Share-Based Compensation Plan_5
Share-Based Compensation Plans (Schedule Of Share-Based Compensation Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | $ 2,397 | $ 1,843 |
Research and Development [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | 1,203 | 886 |
General and Administrative [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | $ 1,194 | $ 957 |
Leases (Narrative) (Details)
Leases (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Lessee Lease Description [Line Items] | ||
Cash payments for operating lease liabilities | $ 0.5 | $ 0.4 |
Cash payments for finance lease liabilities | $ 1.2 | |
Minimum [Member] | ||
Lessee Lease Description [Line Items] | ||
Operating lease, expiration period | 2020 | |
Finance lease, expiration period | 2020 | |
Maximum [Member] | ||
Lessee Lease Description [Line Items] | ||
Operating lease, expiration period | 2030 | |
Finance lease, expiration period | 2022 |
Leases (Schedule of Components
Leases (Schedule of Components of Lease Cost Recorded in Condensed Consolidated Statement of Operations) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Leases [Abstract] | ||
Operating lease cost | $ 1,077 | $ 551 |
Finance lease cost | 73 | 65 |
Variable lease cost | 513 | 161 |
Sublease income | (144) | (140) |
Net lease cost | $ 1,519 | $ 637 |
Leases (Schedule of Supplementa
Leases (Schedule of Supplemental Balance Sheet Information Related to Lease) (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Lessee Lease Description [Line Items] | ||
Total operating lease right-of-use assets | $ 14,319 | $ 7,364 |
Current portion, operating lease liabilities | 1,506 | 1,347 |
Operating lease liabilities, net of current portion | 14,722 | 8,020 |
Total operating lease liabilities | 16,228 | 9,367 |
Property, plant and equipment, net | 3,181 | 796 |
Other current liabilities | 733 | 148 |
Other long-term liabilities | 634 | |
Total finance lease liabilities | 1,367 | 148 |
Property, plant and equipment, net [Member] | ||
Lessee Lease Description [Line Items] | ||
Property, plant and equipment, net | $ 3,181 | $ 796 |
Leases (Schedule of Maturities
Leases (Schedule of Maturities of Operating Lease Liabilities in Accordance With ASC 842) (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
Operating Leases, Remainder of 2020 | $ 3,016 | |
Operating Leases, 2021 | 3,875 | |
Operating Leases, 2022 | 3,963 | |
Operating Leases, 2023 | 3,553 | |
Operating Leases, 2024 | 2,640 | |
Operating Leases, Thereafter | 12,368 | |
Operating Leases, Total | 29,415 | |
Operating Leases, Less imputed interest | (13,187) | |
Operating Leases, Present value of lease liabilities | 16,228 | $ 9,367 |
Finance leases, Remainder of 2020 | 658 | |
Finance leases, 2021 | 804 | |
Finance leases, 2022 | 67 | |
Finance leases, Total | 1,529 | |
Finance leases, Less imputed interest | (162) | |
Finance leases, Present value of lease liabilities | 1,367 | $ 148 |
Expected sublease receipts, Remainder of 2020 | (433) | |
Expected sublease receipts, Total | (433) | |
Net future lease commitments, Remainder of 2019 | 3,241 | |
Net future lease commitments, 2020 | 4,679 | |
Net future lease commitments, 2021 | 4,030 | |
Net future lease commitments, 2022 | 3,553 | |
Net future lease commitments, 2023 | 2,640 | |
Net future lease commitments, Thereafter | 12,368 | |
Net future lease commitments, Total | $ 30,511 |
Leases (Schedule of Weighted-Av
Leases (Schedule of Weighted-Average Remaining Lease Terms and Discount Rates Related to Operating Leases) (Details) | Mar. 31, 2020 |
Leases [Abstract] | |
Operating lease, weighted average remaining lease term (in years) | 7 years 8 months 12 days |
Operating lease, weighted average discount rate | 15.90% |
Finance lease, weighted average remaining lease term (in years) | 1 year 9 months 18 days |
Finance lease, weighted average discount rate | 13.10% |
Equity (Narrative) (Details)
Equity (Narrative) (Details) - At Market Issuance Sales Agreement [Member] - B. Riley FBR, Inc. [Member] $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended |
Mar. 31, 2020USD ($)$ / sharesshares | |
Class Of Stock [Line Items] | |
Net proceeds from issuance of common stock | $ | $ 65.1 |
Shares sold at the market, shares | shares | 24.7 |
Shares sold price per share | $ / shares | $ 2.72 |
Subsequent Events (Narrative) (
Subsequent Events (Narrative) (Details) - USD ($) $ in Millions | May 07, 2020 | May 31, 2020 | Mar. 31, 2020 |
At Market Issuance Sales Agreement [Member] | B. Riley FBR, Inc. [Member] | |||
Subsequent Event [Line Items] | |||
Net proceeds from issuance of common stock | $ 65.1 | ||
Shares sold at the market, shares | 24,700,000 | ||
At Market Issuance Sales Agreement [Member] | B. Riley FBR, Inc. [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Net proceeds from issuance of common stock | $ 15.9 | ||
Shares sold at the market, shares | 6,100,000 | ||
Paycheck Protection Program [Member] | Subsequent Event [Member] | COVID 19 [Member] | |||
Subsequent Event [Line Items] | |||
Loan term | 2 years | ||
Percentage of loan proceeds to be used for payroll costs | 75.00% | ||
Percentage of loan proceeds to be used for rent and utilities | 25.00% | ||
Debt instrument, interest rate | 1.00% | ||
Paycheck Protection Program [Member] | Subsequent Event [Member] | Promissory notes with Bank of America [Member] | COVID 19 [Member] | |||
Subsequent Event [Line Items] | |||
Aggregate loan proceeds | $ 6.2 |