Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Oct. 31, 2018 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | ZIOP | |
Entity Registrant Name | ZIOPHARM ONCOLOGY INC | |
Entity Central Index Key | 1,107,421 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Entity Common Stock, Shares Outstanding | 142,379,770 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 31,728 | $ 70,946 |
Receivables | 1,021 | 19 |
Prepaid expenses and other current assets | 14,412 | 19,818 |
Total current assets | 47,161 | 90,783 |
Property and equipment, net | 1,344 | 1,211 |
Deposits | 128 | 128 |
Other non-current assets | 18,168 | 13,484 |
Total assets | 66,801 | 105,606 |
Current liabilities: | ||
Accounts payable | 1,269 | 4,417 |
Accrued expenses | 9,377 | 9,909 |
Contract liability - current portion | 49,513 | 6,389 |
Deferred rent - current portion | 24 | 141 |
Total current liabilities | 60,183 | 20,856 |
Contract liability, net of current portion | 35,139 | |
Deferred rent, net of current portion | 6 | 1 |
Derivative liabilities | 2,597 | 2,424 |
Total liabilities | 62,786 | 58,420 |
Commitments and contingencies (Note 6) | ||
Preferred stock, $0.001 par value, 30,000,000 shares authorized | ||
Stockholders' deficit: | ||
Common stock, $0.001 par value; 250,000,000 shares authorized; 142,379,770 and 142,658,037 shares issued and outstanding at September 30, 2018 and December 31, 2017, respectively | 142 | 143 |
Additional paid-in capital | 604,653 | 615,493 |
Accumulated deficit | (761,209) | (712,442) |
Total stockholders' deficit | (156,414) | (96,806) |
Total liabilities and stockholders' deficit | 66,801 | 105,606 |
Series 1 Preferred Stock | ||
Current liabilities: | ||
Series 1 preferred stock, $1,200 stated value; 250,000 designated; 130,849 and 119,644 shares issued and outstanding at September 30, 2018 and December 31, 2017, respectively; liquidation value of $157.0 million and $143.6 million at September 30, 2018 and December 31, 2017, respectively | $ 160,429 | $ 143,992 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions | Sep. 30, 2018 | Dec. 31, 2017 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 30,000,000 | 30,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 142,379,770 | 142,658,037 |
Common stock, shares outstanding | 142,379,770 | 142,658,037 |
Series 1 Preferred Stock | ||
Preferred stock, stated value | $ 1,200 | $ 1,200 |
Preferred stock, shares authorized | 250,000 | 250,000 |
Preferred stock, shares issued | 130,849 | 119,644 |
Preferred stock, shares outstanding | 130,849 | 119,644 |
Preferred stock, liquidation preference | $ 157 | $ 143.6 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Income Statement [Abstract] | ||||
Collaboration revenue | $ 1,598 | $ 146 | $ 4,792 | |
Operating expenses: | ||||
Research and development | $ 8,263 | 11,105 | 25,935 | 33,903 |
General and administrative | 4,307 | 3,571 | 15,355 | 10,946 |
Total operating expenses | 12,570 | 14,676 | 41,290 | 44,849 |
Loss from operations | (12,570) | (13,078) | (41,144) | (40,057) |
Other income (expense), net | 150 | 175 | 462 | 299 |
Change in fair value of derivative liabilities | (165) | 202 | 46 | (1,292) |
Net loss | (12,585) | (12,701) | (40,636) | (41,050) |
Preferred stock dividends | (6,074) | (4,903) | (16,656) | (13,939) |
Net loss applicable to common stockholders | $ (18,659) | $ (17,604) | $ (57,292) | $ (54,989) |
Basic and diluted net loss per share | $ (0.13) | $ (0.13) | $ (0.41) | $ (0.41) |
Weighted average common shares outstanding used to compute basic and diluted net loss per share | 141,185,404 | 140,632,297 | 141,020,025 | 135,689,364 |
STATEMENTS OF CHANGES IN PREFER
STATEMENTS OF CHANGES IN PREFERRED STOCK AND STOCKHOLDERS' DEFICIT - 9 months ended Sep. 30, 2018 - USD ($) $ in Thousands | Total | Common Stock | Additional Paid In Capital Common Stock | Accumulated Deficit | Series 1 Preferred Stock - Mezzanine |
Balance at Dec. 31, 2017 | $ (96,806) | $ 143 | $ 615,493 | $ (712,442) | $ 143,992 |
Balance (in shares) at Dec. 31, 2017 | 142,658,037 | 119,644 | |||
Adjustment for implementation of ASU No. 2014-09, Revenue from Contracts with Customers | (8,131) | (8,131) | |||
Stock-based compensation | 6,850 | 6,850 | |||
Exercise of employee stock options | $ 240 | 240 | |||
Exercise of employee stock options (Share) | 104,167 | 104,166 | |||
Cancelled restricted common stock | $ 0 | $ 0 | 0 | 0 | $ 0 |
Cancelled restricted common stock (shares) | (70,867) | ||||
Repurchase of restricted common stock | (1,275) | $ (1) | (1,274) | ||
Repurchase of restricted common stock (shares) | (311,566) | ||||
Preferred stock dividends | $ 16,437 | ||||
Preferred stock dividends | (16,656) | (16,656) | |||
Preferred stock dividends (shares) | 11,205 | ||||
Net loss | (40,636) | (40,636) | |||
Balance at Sep. 30, 2018 | $ (156,414) | $ 142 | $ 604,653 | $ (761,209) | $ 160,429 |
Balance (in shares) at Sep. 30, 2018 | 142,379,770 | 130,849 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Cash flows from operating activities: | ||
Net loss | $ (40,636) | $ (41,050) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 412 | 259 |
Stock-based compensation | 6,850 | 6,165 |
Change in fair value of derivative liabilities | (46) | 1,292 |
(Increase) decrease in: | ||
Receivables | (1,002) | 8 |
Prepaid expenses and other current assets | 5,406 | (6,660) |
Other noncurrent assets | (4,684) | (3) |
Increase (decrease) in: | ||
Accounts payable | (3,148) | 1,368 |
Accrued expenses | (532) | 1,002 |
Contract liabilities | (146) | (4,792) |
Deferred rent | (112) | (102) |
Net cash used in operating activities | (37,638) | (42,513) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (545) | (461) |
Net cash used in investing activities | (545) | (461) |
Cash flows from financing activities: | ||
Proceeds from exercise of stock options | 240 | 99 |
Repurchase of restricted common stock | (1,275) | (1,042) |
Proceeds from issuance of common stock, net | 47,270 | |
Net cash provided by (used in) financing activities | (1,035) | 46,327 |
Net increase (decrease) in cash, cash equivalents, and restricted cash | (39,218) | 3,353 |
Cash, cash equivalents, and restricted cash, beginning of period | 71,335 | 81,441 |
Cash, cash equivalents, and restricted cash, end of period | 32,117 | 84,794 |
Supplementary disclosure of cash flow information: | ||
Cash paid for interest | 0 | 0 |
Cash paid for income taxes | 0 | 0 |
Series 1 Preferred Stock | ||
Supplementary disclosure of noncash investing and financing activities: | ||
Payment of dividends in preferred stock | $ 16,656 | $ 13,939 |
Business
Business | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Business | 1. Business Overview ZIOPHARM Oncology, Inc., which is referred to herein as “Ziopharm,” the “Company,” or “we”, is a biopharmaceutical company seeking to develop, acquire, and commercialize, on its own or with partners, a diverse portfolio of immuno-oncology therapies. The Company’s operations to date have consisted primarily of raising capital and conducting research and development. The Company’s fiscal year ends on December 31. The Company has operated at a loss since its inception in 2003 and has minimal revenues. The Company anticipates that losses will continue for the foreseeable future. At September 30, 2018, the Company’s accumulated deficit was approximately $761.2 million. Given its current development plans, the Company anticipates cash resources will be sufficient to fund operations into the second quarter of 2019. The Company’s ability to continue operations after its current cash resources are exhausted depends on its ability to obtain additional financing in the near term or to achieve profitable operations, as to which no assurances can be given. Cash requirements may vary materially from those currently planned because of changes in the Company’s focus and direction of its research and development programs, competitive and technical advances, patent developments, regulatory changes or other developments. Additional financing will be required to continue operations after the Company exhausts its current cash resources and to continue its long-term plans for clinical trials and new product development. As of September 30, 2018, the Company had approximately $31.7 million of cash and cash equivalents. Given its development plans, the Company anticipates cash resources will be sufficient to fund its operations into the second quarter of 2019 and the Company has no committed sources of additional capital. Based on the forecast, management determined that there is substantial doubt regarding our ability to continue as a going concern. The forecast of cash resources is forward-looking information that involves risks and uncertainties, and the actual amount of the Company’s expenses could vary materially and adversely as a result of a number of factors. The Company has based its estimates on assumptions that may prove to be wrong, and the Company’s expenses could prove to be significantly higher than currently anticipated. Management does not know whether additional financing will be available on terms favorable or acceptable to the Company when needed, if at all. If adequate additional funds are not available when required, or if the Company is unsuccessful in entering into partnership agreements for further development of its products, management may need to curtail development efforts. Basis of Presentation The accompanying unaudited interim financial statements have been prepared in accordance with the instructions to Form 10-Q It is management’s opinion that the accompanying unaudited interim financial statements reflect all adjustments (which are normal and recurring) that are necessary for a fair statement of the results for the interim periods. The unaudited interim financial statements should be read in conjunction with the audited financial statements and the notes thereto for the year ended December 31, 2017, included in the Company’s Annual Report on Form 10-K 10-K. The year-end The results disclosed in the statements of operations for the three and nine months ended September 30, 2018 are not necessarily indicative of the results to be expected for the full fiscal year. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although the Company regularly assesses these estimates, actual results could differ from those estimates. Changes in estimates are recorded in the period in which they become known. The Company’s most significant estimates and judgments used in the preparation of its financial statements are: • Clinical trial expenses; • Collaboration agreements and revenue recognition; • Fair value measurements of stock based compensation and Series 1 preferred stock; and • Income taxes Subsequent Events The Company evaluated all events and transactions that occurred after the balance sheet date through the date of this filing. Except as disclosed below, the Company did not have any material subsequent events that impacted its financial statements or disclosures. On October 5, 2018, the Company entered into an exclusive license agreement, or the License Agreement, with Precigen, Inc., or Precigen, a wholly owned subsidiary of Intrexon Corporation, or Intrexon. As between the Company and Precigen, the terms of the License Agreement replace the terms of: (a) that certain Exclusive Channel Partner Agreement by and between the Company and Intrexon, dated January 6, 2011, as amended by the First Amendment to Exclusive Channel Partner Agreement effective September 13, 2011, the Second Amendment to the Exclusive Channel Partner Agreement effective March 27, 2015, and the Third Amendment to Exclusive Channel Partner Agreement effective June 29, 2016, which was subsequently assigned by Intrexon to Precigen; (b) certain rights and obligations pursuant to that certain License and Collaboration Agreement effective March 27, 2015 between the Company, Intrexon and ARES TRADING Trading S.A., or Ares Trading, a subsidiary of Merck KGaA, or Merck, as assigned by Intrexon to Precigen, or the Ares Trading Agreement; (c) that certain License Agreement between the Company, Intrexon and The University of Texas M.D. Anderson Cancer Center, or MD Anderson, with an effective date of January 13, 2015, or the MD Anderson License, which was subsequently assigned by Intrexon and assumed by Precigen effective as of January 1, 2018; and (d) that certain Research and Development Agreement between the Company, Intrexon and MD Anderson with an effective date of August 17, 2015, or the Research and Development Agreement, and any amendments or statements of work thereto. Pursuant to the terms of the License Agreement, Precigen has granted the Company an exclusive, worldwide, royalty-bearing, sub-licensable ® IL-12 (iii) T-cell sub-licensable Sleeping Beauty The Company will be solely responsible for all aspects of the research, development and commercialization of the exclusively licensed products for the treatment of cancer. The Company is required to use commercially reasonable efforts to develop and commercialize IL-12 two-year Precigen has also granted the Company an exclusive, worldwide, royalty-bearing, sub-licensable IL-12 IL-12 Precigen will retain rights to research, develop and commercialize CAR products for all other targets, subject to the rights of Merck to pursue such targets under the Ares Trading Agreement. In addition, Precigen may research, develop and commercialize products for the treatment of cancer outside of the products exclusively licensed to the Company. In consideration of the licenses and other rights granted by Precigen, the Company will pay Precigen an annual license fee of $100 thousand and has agreed to reimburse Precigen for certain historical costs of the licensed programs up to $1.0 million, payable quarterly. The Company will make milestone payments totaling up to an additional $52.5 million for each exclusively licensed program upon the initiation of later stage clinical trials and upon the approval of exclusively licensed products in various jurisdictions. In addition, the Company will pay Precigen tiered royalties ranging from low-single IL-12 low-single mid-single The Company is responsible for all development costs associated with each of the licensed products, other than Gorilla IL-12 IL-12 Precigen will pay the Company royalties ranging from low-single mid-single In consideration of the Company entering into the License Agreement, Intrexon has forfeited and returned to the Company all shares of the Company’s Series 1 Preferred Stock held by or payable to Intrexon as of the date of the License Agreement. In connection with the transaction, the Company incurred approximately $7.0 million of transaction advisory costs with a third-party vendor. Of that amount, approximately $1.0 million was expensed during the three months ended June 30, 2018 and approximately $0.3 million during the three months ended September 30, 2018. The remaining balance of advisory fees is due upon closing of the transaction. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies The Company’s significant accounting policies were identified in the Company’s Form 10-K. 10-K New Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases 2016-02. Leases In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows: Restricted Cash 2016-18. beginning-of-period end-of-period 2016-18 2016-18, September 30, 2018 2017 (in thousands) Cash and cash equivalents $ 31,728 $ 84,406 Restricted cash included in prepaid expenses and other current assets 389 — Restricted cash included in other non-current — 388 Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 32,117 $ 84,794 In August 2018, the FASB issued ASU No. 2018-03, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement 2018-03. In June 2018, the FASB issued ASU No. 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting 2018-07. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 3. Fair Value Measurements The Company accounts for its financial assets and liabilities using fair value measurements. The authoritative accounting guidance defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles and enhances disclosures about fair value measurements. 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. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value as follows: • Level 1—Quoted prices in active markets for identical assets or liabilities. • Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Assets and liabilities measured at fair value on a recurring basis as of September 30, 2018 and December 31, 2017 were as follows: ($ in thousands) Fair Value Measurements at Reporting Date Using Description Balance as of Quoted Prices in Significant Other Significant Assets: Cash equivalents $ 30,305 $ 30,305 $ — $ — Liabilities: Derivative liabilities $ (2,597 ) $ — $ — $ (2,597 ) ($ in thousands) Fair Value Measurements at Reporting Date Using Description Balance as of Quoted Prices in Significant Other Significant Assets: Cash equivalents $ 66,156 $ 66,156 $ — $ — Liabilities: Derivative liabilities $ (2,424 ) $ — $ — $ (2,424 ) The cash equivalents represent deposits in a short term United States treasury money market mutual fund quoted in an active market and classified as a Level 1 asset. As discussed further in Notes 6, 7, and 9, the Company issued Intrexon 100,000 shares of the Company’s Series 1 preferred stock, a class of preferred stock authorized by the Company’s board of directors, in consideration of the parties entering into a Third Amendment to Exclusive Channel Partner Agreement, or the 2016 ECP Amendment, amending the existing Exclusive Channel Partner Agreement, effective January 6, 2011 and as amended to date, which the Company refers to as the Channel Agreement, and an Amendment to Exclusive Channel Collaboration Agreement, or the 2016 GvHD Amendment, amending the existing Exclusive Channel Collaboration Agreement, effective September 28, 2015, which the Company refers to as the GvHD Agreement. The Series 1 preferred stock are financial liabilities that consist of a conversion option and a redemption feature and are classified as a Level 3 asset. There were no transfers between asset classes during the three and nine months ended September 30, 2018. At June 30, 2016, the Company’s Series 1 preferred stock was valued using a probability-weighted approach and a Monte Carlo simulation model. Additionally, the monthly dividends issued on the outstanding Series 1 preferred stock are valued using the same probability-weighted approach and a Monte Carlo simulation model. However, there is no adjustment or further revaluation after the initial valuation on the Series 1 preferred stock other than required periodic dividends. The Company’s Level 3 financial liabilities consist of a conversion option and a redemption feature associated with the Company’s Series 1 preferred stock issued to Intrexon that have been bifurcated from the Series 1 preferred stock and are accounted for as derivative liabilities at fair value. The preferred stock derivative liabilities were valued using a probability-weighted approach and a Monte Carlo simulation model. The fair value of the embedded derivatives was estimated using the “with” and “without” method where the preferred stock was first valued with all of its features (“with” scenario) and then without derivatives subject to the valuation analysis (“without” scenario). The fair value of the derivatives was then estimated as the difference between the fair value of the preferred stock in the “with” scenario and the preferred stock in the “without” scenario. See Note 6 for additional disclosures on the 2016 ECP Amendment and 2016 GvHD Amendments and Note 9 for additional disclosure on the rights and preferences of the Series 1 preferred stock and valuation methodology. As discussed in Note 1, in consideration of the Company entering into the License Agreement, Intrexon forfeited and returned to the Company all shares of the Company’s Series 1 Preferred Stock held by or payable to Intrexon as of the date of the License Agreement. No shares of Series 1 Preferred Stock are currently outstanding as of the filing date of this Quarterly Report. |
Net Loss per Share
Net Loss per Share | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | 4. Net Loss per Share Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the period. The Company’s potentially dilutive shares, which include outstanding common stock options, unvested restricted stock and preferred stock, have not been included in the computation of diluted net loss per share for any of the periods presented as the result would be anti-dilutive. Such potentially dilutive shares of common stock at September 30, 2018 and 2017 consisted of the following: September 30, 2018 2017 Stock options 4,569,468 4,122,335 Unvested restricted stock 1,164,352 1,330,492 Preferred stock 52,583,921 22,398,582 58,317,741 27,851,409 The Series 1 preferred stock automatically converts into shares of common stock upon the date the first approval in the United States of (i) a Ziopharm Product, as defined in and developed under the Channel Agreement, or (ii) a Product, as defined in and developed under the GvHD Agreement, or (iii) a Product as defined in and developed under the Ares Trading Agreement is publicly announced. Assuming a conversion event date of September 30, 2018, the Series 1 preferred stock would convert into 52,583,921 shares of common stock using the greater of (i) the volume weighted average closing price of the Company’s Common Stock as reported by the Nasdaq Stock Market, LLC over the previous 20 trading days ending on the conversion event date or (ii) $1.00 per share. See Note 6 and Note 9 for additional disclosure regarding the 2016 ECP Amendment and 2016 GvHD Amendment, valuation methodology and significant assumptions. As discussed in Note 1, in consideration of the Company entering into the License Agreement, Intrexon forfeited and returned to the Company all shares of the Company’s Series 1 Preferred Stock held by or payable to Intrexon as of the date of the License Agreement. No shares of Series 1 Preferred Stock are currently outstanding as of the filing date of this Quarterly Report. |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Sep. 30, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | 5. Revenue Recognition The Company adopted Accounting Standards Codification, or ASC Topic 606, Revenue from Contracts with Customers The Company primarily generates revenue through collaboration arrangements with strategic partners for the development and commercialization of product candidates. Commencing January 1, 2018, the Company recognizes revenue in accordance with ASC 606. The core principle of ASC 606 is that an entity should recognize revenue to depict the transfer of promised goods and/or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and/or services. To determine the appropriate amount of revenue to be recognized for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following steps: (i) identify the contract(s) with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract and (v) recognize revenue when (or as) each performance obligation is satisfied. The Company recognizes collaboration revenue under certain of the Company’s license or collaboration agreements that are within the scope of ASC 606. The Company’s contracts with customers typically include promises related to licenses to intellectual property, research and development services and options to purchase additional goods and/or services. If the license to the Company’s intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenue from non-refundable, up-front non-refundable, up-front The terms of the Company’s arrangements with customers typically include the payment of one or more of the following: (i) non-refundable, up-front catch-up The Company allocates the transaction price to each performance obligation identified in the contract on a relative standalone selling price basis. However, certain components of variable consideration are allocated specifically to one or more particular performance obligations in a contact to the extent both of the following criteria are met: (i) the terms of the payment relate specifically to the efforts to satisfy the performance obligation or transfer the distinct good or service and (ii) allocating the variable amount of consideration entirely to the performance obligation or the distinct good or service is consistent with the allocation objective of the standard whereby the amount allocated depicts the amount of consideration to which the entity expects to be entitled in exchange for transferring the promised goods or services. The Company develops assumptions that require judgement to determine the standalone selling price for each performance obligation identified in each contract. The key assumptions utilized in determining the standalone selling price for each performance obligation may include forecasted revenues, development timelines, estimated research and development costs, discount rates, likelihood of exercise and probabilities of technical and regulatory success. Revenue is recognized based on the amount of the transaction price that is allocated to each respective performance obligation when or as the performance obligation is satisfied by transferring a promised good and/or service to the customer. For performance obligations that are satisfied over time, the Company recognizes revenue by measuring the progress toward complete satisfaction of the performance obligation using a single method of measuring progress which depicts the performance in transferring control of the associated goods and/or services to the customer. The Company uses input methods to measure the progress toward the complete satisfaction of performance obligations satisfied over time. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. Any such adjustments are recorded on a cumulative catch-up As it relates to the Ares Trading Agreement (see Note 6), the Company recognized the upfront payment associated with its one open contract as a contract liability upon receipt of payment as it requires deferral of revenue recognition to a future period until the Company performs its obligations under the arrangement. Amounts expected to be recognized as revenue within the twelve months following the balance sheet date are classified in current liabilities. Amounts not expected to be recognized as revenue within the twelve months following the balance sheet date are classified as contract liabilities, net of current portion. The Company determined that there were three performance obligations; the first performance obligation consists of the license and research development services and the other two performance obligations are material rights as it relates to potential future targets that have not yet been identified. As described above, the transaction price of $57.5 million was allocated to the performance obligations based on their relative standalone selling prices. There are multiple distinct performance obligations, including material rights; thus, the Company allocates the transaction price to each distinct performance obligation based on its relative standalone selling price. The standalone selling price is generally determined based on the prices charged to customers or using expected cost plus margin. Revenue is recognized by measuring the progress toward complete satisfaction of the performance obligations using an input measure. Furthermore, the Company has not capitalized any contract costs under the guidance in ASC 340-40, Other Assets and Deferred Costs: Contracts with Customers The Company does not believe that any variable consideration should be included in the transaction price at the date of adoption of ASC 606 on January 1, 2018 or for the period ended September 30, 2018. Such assessment considered the application of the constraint to ensure that estimates of variable consideration would be included in the transaction price only to the extent the Company had a high degree of confidence that revenue would not be reversed in a subsequent reporting period. The Company will re-evaluate The first performance obligation includes three initial targets, two of which were substantially complete at March 31, 2018. Revenue recognized to date relates to these two targets. There is no remaining contract liability related to these two targets. The third target included in the first performance obligation has not yet been identified; revenue recognition will be deferred until the time that the work on the project begins. No revenue has been recognized related to the material rights, as the option for the material rights has not yet been exercised. The Company has classified the remaining contract liability of $49.5 million as current at September 30, 2018 as all remaining performance obligations are expected to be met in the fourth quarter of 2018, as a result of our License Agreement signed with Precigen subsequent to the balance sheet date (Note 1). As a result of adopting ASC 606, the Company recorded an $8.1 million adjustment to the opening balance of accumulated deficit in the first quarter of 2018 as a result of the treatment of the up-front 605-25 Impact of Topic 606 Adoption on the Balance Sheet ($ in thousands) as of January 1, 2018 Description As reported under Adjustments Balances without Contract liability, current portion $ 622 $ (5,767 ) $ 6,389 Contract liability, net of current portion $ 49,037 $ 13,898 $ 35,139 Accumulated deficit $ (720,573 ) $ (8,131 ) $ (712,442 ) The amount by which each financial statement line item is affected in the current reporting period by ASC 606 as compared with the guidance that was in effect prior to adoption is disclosed below. Impact of Topic 606 Adoption on the Balance Sheet ($ in thousands) as of September 30, 2018 Description As reported under Adjustments Balances without Contract liability, current portion $ 49,513 $ 12,777 $ 36,736 Accumulated deficit $ (761,209 ) $ 12,777 $ (748,432 ) Impact of Topic 606 Adoption on the Statement of Operations ($ in thousands) for the Three Months Ended September 30, 2018 Description As reported under Adjustments Balances without Collaboration revenue $ — $ (1,597 ) $ 1,597 Net loss $ (12,585 ) $ (1,597 ) $ (10,988 ) Basic and diluted net loss per share $ (0.13 ) $ (0.01 ) $ (0.12 ) Impact of Topic 606 Adoption on the Statement of Operations ($ in thousands) for the Nine Months Ended September 30, 2018 Description As reported under Adjustments Balances without Collaboration revenue $ 146 $ (4,646 ) $ 4,792 Net loss $ (40,636 ) $ (4,646 ) $ (35,990 ) Basic and diluted net loss per share $ (0.41 ) $ (0.04 ) $ (0.37 ) Impact of Topic 606 Adoption on the Statement of Cash Flows ($ in thousands) for the Nine Months Ended September 30, 2018 Description As reported under Adjustments Balances without Net loss $ (40,636 ) $ (4,646 ) $ (35,990 ) Changes in contract liability $ — $ 4,792 $ (4,792 ) The most significant change above relates to the Company’s collaboration revenue, which to date has been exclusively generated from its collaboration arrangement with Ares Trading and Precigen, formerly Intrexon (see Note 6). Under ASC 605, the Company accounted for the up-front |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 6. Commitments and Contingencies Operating Leases Prior to December 31, 2012, the Company entered into an operating lease in New York, NY for office space. In accordance with this agreement, the Company entered into a letter of credit in the amount of $388 thousand, naming the Company’s landlord as beneficiary. In January 2012, the Company amended the lease agreement, adding additional office space. The collateral for the letter of credit is restricted cash and recorded in other current assets on the balance sheet as of September 30, 2018. The lease for office space in New York, NY expires in October 2018. On October 17, 2013, the Company entered into a sublease agreement to lease all of its New York office space to a subtenant. The Company remains primarily liable to pay rent on the original lease. The Company recorded a loss on the sublease in the amount of $729 thousand for the year ended December 31, 2013, representing the remaining contractual obligation of $2.3 million, less $1.6 million in payments from its subtenant. Total sublease loss was approximately $31 thousand for each of the three-month periods ending September 30, 2018 and 2017. The Company continues to maintain the $388 thousand letter of credit in respect of the New York office space, which is recorded in other current assets on the balance sheet. Prior to December 31, 2012, the Company entered into separate operating lease agreements for various spaces in a building in Boston, MA. In June 2012, the Company re-negotiated On January 30, 2018, the Company entered into a lease agreement for office space in Houston, TX at MD Anderson. Under the terms of the Houston lease agreement, the Company leases approximately two hundred and ten square feet and is required to make rental payments at an average monthly rate of approximately $1 thousand through April 2021. Upon signing the lease agreement, the Company expensed approximately $40 thousand for rent expense for the period beginning in May 2015 through December 2017. The $40 thousand for rent expense incurred from May 2015 through December 2017, and all future rent expense incurred in Houston, are being deducted from our prepayment at MD Anderson described in the license agreement section below. Total rent expense was approximately $145 thousand and $534 thousand for the three and nine months ended September 30, 2018, respectively. Total rent expense was approximately $177 thousand and $545 thousand for the three and nine months ended September 30, 2017, respectively. The Company records rent expense on a straight-line basis over the term of the lease. Accordingly, the Company has recorded a liability for deferred rent at September 30, 2018 and December 31, 2017 of $30 thousand ($24 thousand as is classified current and $6 thousand as is classified long-term) and $142 thousand ($141 thousand as is classified current and $1 thousand as is classified long-term), respectively, which is recorded in deferred rent on the balance sheets. License Agreements Exclusive Channel Partner Agreement with Precigen for the Cancer Programs On January 6, 2011, the Company entered into the Channel Agreement with Intrexon (which Intrexon subsequently assigned to Precigen), that governs a “channel partnering” arrangement in which the Company uses Precigen’s technology to research, develop and commercialize products in which DNA is administered to humans for expression of anti-cancer effectors for treatment or prophylaxis of cancer, which the Company collectively refers to as the Cancer Program. This Channel Agreement established committees comprising representatives of us and Precigen that governed activities related to the Cancer Program in the areas of project establishment, chemistry, manufacturing and controls, clinical and regulatory matters, commercialization efforts and intellectual property. The Channel Agreement grants the Company a worldwide license to use patents and other intellectual property of Precigen in connection with the research, development, use, importing, manufacture, sale, and offer for sale of products involving DNA administered to humans for expression of anti-cancer effectors for the purpose of treatment or prophylaxis of cancer, which are collectively referred to as the Ziopharm Products. Such license is exclusive with respect to any clinical development, selling, offering for sale or other commercialization of Ziopharm Products, and otherwise is non-exclusive. Under the Channel Agreement, and subject to certain exceptions, the Company was responsible for, among other things, the performance of the Cancer Program, including the development, commercialization and certain aspects of manufacturing of Ziopharm Products. Precigen is responsible for establishing manufacturing capabilities and facilities for the bulk manufacture of products developed under the Cancer Program, certain other aspects of manufacturing and costs of discovery-stage research with respect to platform improvements and costs of filing, prosecution and maintenance of Precigen’s patents. After the 2016 ECP Amendment, discussed below, and subject to certain expense allocations and other offsets provided in the Channel Agreement, the Company was obligated to pay Precigen on a quarterly basis 20% of net profits derived in that quarter from the sale of Ziopharm Products, calculated on a Ziopharm Product-by-Ziopharm As discussed further in Note 1, on October 5, 2018, the Company entered into the License Agreement, the terms of which replace the terms of the Channel Agreement. Amendment of Collaborations with Precigen On March 27, 2015, the Company, together with Intrexon, (which Intrexon subsequently assigned to Precigen, Inc.), entered into an ECP Amendment, amending the Channel Agreement. The ECP Amendment modified the scope of the parties’ collaboration under the Channel Agreement in connection with the Ares Trading Agreement discussed below. Pursuant to the ECP Amendment, the chimeric antigen receptor T-cell On June 29, 2016, the Company entered into (1) the 2016 ECP Amendment with Precigen, amending the Channel Agreement, and (2) the 2016 GvHD Amendment, amending the GvHD Agreement. The 2016 ECP Amendment reduced the royalty percentage that the Company was able to pay to Precigen under the Channel Agreement on a quarterly basis from 50% to 20% of net profits derived in that quarter from the sale of Ziopharm Products, calculated on a Ziopharm Product-by-Ziopharm In consideration for the execution and delivery of the 2016 ECP Amendment and the 2016 GvHD Amendment, the Company agreed to issue to Intrexon 100,000 shares of its Series 1 preferred stock. Each share of Series 1 preferred stock has a stated value of $1,200, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other recapitalization, and certain other rights, preferences, privileges and obligations (see Notes 1 and 9). As discussed further in Note 1, on October 5, 2018, the Company entered into the License Agreement, the terms of which replace the terms of the Channel Agreement. Exclusive Channel Collaboration Agreement with Precigen for GvHD On September 28, 2015, the Company entered into the GvHD Agreement with Intrexon (which Intrexon subsequently assigned to Precigen) whereby the Company would use Precigen’s technology directed towards in vivo The Company paid Intrexon a technology access fee of $10.0 million in cash in October 2015 and agreed to reimburse Intrexon for all related research and development costs pursuant to the GvHD Agreement. The Company has determined that the rights acquired in the GvHD Agreement represent in-process As a result of an in-depth License Agreement—The University of Texas MD Anderson Cancer Center On January 13, 2015, the Company, together with Intrexon (which Intrexon subsequently assigned to Precigen), entered into the MD Anderson License, with MD Anderson. Pursuant to the MD Anderson License, the Company, together with Precigen, hold an exclusive, worldwide license to certain technologies owned and licensed by MD Anderson including technologies relating to novel CAR T-cell non-viral co-exclusive non-exclusive Pursuant to the terms of the MD Anderson License, MD Anderson received consideration consisting of $50.0 million in shares of common stock (or 10,124,561 shares), and $50.0 million in shares of Intrexon’s common stock, in each case based on a trailing 20 day volume weighted average of the closing price the Company’s and Intrexon’s common stock ending on the date prior to the announcement of the entry into the MD Anderson License, collectively referred to as the License Shares. The License Shares were issued to MD Anderson on March 11, 2015, pursuant to the terms of the MD Anderson License. On January 9, 2015, in order to induce MD Anderson to enter into the MD Anderson License on an accelerated schedule, the Company, together with Intrexon entered into a letter agreement, or the Letter Agreement, pursuant to which MD Anderson received consideration of $7.5 million in shares of common stock (or 1,597,602 shares), and $7.5 million in shares of Intrexon’s common stock, in each case based on a trailing 20-day On August 17, 2015, the Company, Precigen and MD Anderson entered into the Research and Development Agreement, to formalize the scope and process for the transfer by MD Anderson, pursuant to the terms of the MD Anderson License, of certain existing research programs and related technology rights, as well as the terms and conditions for future collaborative research and development of new and ongoing research programs. Pursuant to the Research and Development Agreement, the Company, Precigen and MD Anderson have agreed to form a joint steering committee that will oversee and manage the new and ongoing research programs. As provided under the MD Anderson License, the Company provided funding for research and development activities in support of the research programs under the Research and Development Agreement for a period of three years and in an amount of no less than $15.0 million and no greater than $20.0 million per year. During the nine months ended September 30, 2018, the Company made payments in the aggregate amount of $2.7 million to MD Anderson compared to $9.3 million during the nine months ended September 30, 2017. The decrease in cash paid to MD Anderson during the nine months ended September 30, 2018 as compared to the same period in the prior year is a result of the final quarterly payment being made to MD Anderson in January 2018 and the result of approved expenditures incurred by us being deducted from the January 2018 quarterly payment. As of September 30, 2018, MD Anderson had used $11.4 million in program related expenses and reimbursed the company $3.7 million related to third party passthrough costs to offset of the prepaid balance for the MD Anderson License and the Research and Development Agreement. The net balance of cash resources on hand at MD Anderson available to offset expenses and future costs is $29.6 million, of which $11.5 million is included in other current assets and the remaining $18.1 million is included in non-current The term of the MD Anderson License expires on the last to occur of (a) the expiration of all patents licensed thereunder, or (b) the twentieth anniversary of the date of the MD Anderson License; provided, however, that following the expiration of the term of the MD Anderson License, the Company, together with Precigen, shall then have a fully-paid up, royalty free, perpetual, irrevocable and sublicensable license to use the licensed intellectual property thereunder. After ten years from the date of the MD Anderson License and subject to a 90-day non-exclusive case-by-case 180-day The Company determined that the rights acquired in the MD Anderson License represented in process research and development with no alternative future use. Accordingly, the Company recorded a charge of $67.3 million to research and development expense in 2015, representing the fair value of the 11,722,163 shares of its common stock on the date the MD Anderson License was executed. Ares Trading License and Collaboration Agreement On March 27, 2015, the Company, together with Intrexon (which Intrexon subsequently assigned to Precigen) and Ares Trading, signed the Ares Trading Agreement, through which the parties established a collaboration for the research and development and commercialization of certain products for the prophylactic, therapeutic, palliative or diagnostic use for cancer in humans. Under the collaboration, Ares Trading has elected two CAR + T-cell Precigen is entitled to receive $5.0 million from Ares Trading payable in equal quarterly installments over two years for each identified product candidate, which will be used to fund discovery work. The Company was responsible for costs exceeding the quarterly installments and all other costs of the preclinical research and development. For the three and nine months ended September 30, 2018, the Company has expensed $36 thousand under the Ares Trading Agreement. Ares Trading paid a non-refundable The Ares Trading Agreement provides for up to $60.0 million in development milestone payments, up to $148.0 million in regulatory milestone payments and up to $205.0 million in commercial milestone payments for each product candidate. Development milestone payments are triggered upon initiation of a defined phase of clinical research for a product candidate. Regulatory milestone payments are triggered upon approval to market a product candidate by the U.S. Food and Drug Administration (FDA), or other global regulatory authorities. Commercial milestone payments are triggered when an approved pharmaceutical product reaches certain levels of net sales defined in the license. The Ares Trading Agreement also provides for up to $50.0 million of one-time low-teens The term of the Ares Trading Agreement commenced in May 2015 and may be terminated by either party in the event of a material breach as defined in the agreement and may be terminated voluntarily by Ares Trading upon 90 days written notice to the Company. As discussed further in Note 1, on October 5, 2018, the Company entered into the License Agreement, the terms of which replace certain rights and obligations under the Ares Trading Agreement. See Note 5 for detail of the accounting for the Ares Trading Agreement. Patent and Technology License Agreement—The University of Texas MD Anderson Cancer Center and the Texas A&M University System On August 24, 2004, the Company entered into a patent and technology license agreement with MD Anderson and the Texas A&M University System, which the Company refers to, collectively, as the Licensors. Under this agreement, the Company was granted an exclusive, worldwide license to rights (including rights to U.S. and foreign patent and patent applications and related improvements and know-how) The Company issued to the licensors options to purchase 50,222 shares outside of its stock option plans following the successful completion of certain clinical milestones, of which 37,666 shares have vested. The remaining 12,556 shares vested upon enrollment of the first patient in a multi-center pivotal clinical trial. An expense of $87 thousand was charged to research and development expense for the vesting event which occurred in March 2016. This trial was initiated by Solasia Pharma K.K., or Solasia, on March 28, 2016 and triggered a $1.0 million milestone payment to the Company from Solasia which was received in May 2016. An equivalent of $1.0 million milestone payment was subsequently made to MD Anderson and reported net. The Licensors are entitled to receive certain milestone payments. In addition, the Company may be required to make additional payments to the Licensors (as defined in the MD Anderson License) upon achievement of certain other milestones in varying amounts which, on a cumulative basis could total up to an additional $4.5 million. In addition, the Licensors are entitled to receive single digit percentage royalty payments on sales from a licensed product and will also be entitled to receive a portion of any fees that the Company may receive from a possible sublicense under certain circumstances. Collaboration Agreement with Solasia Pharma K.K. On March 7, 2011, the Company entered into a License and Collaboration Agreement with Solasia, or the License and Collaboration Agreement. Pursuant to the License and Collaboration Agreement, the Company granted Solasia an exclusive license to develop and commercialize darinaparsin in both intravenous and oral forms and related organic arsenic molecules, in all indications for human use in a pan-Asian/Pacific As consideration for the license, the Company received an upfront payment of $5.0 million to be used exclusively for further clinical development of darinaparsin outside of the pan-Asian/Pacific On July 31, 2014, the Company entered into an amendment and restatement of the License and Collaboration Agreement granting Solasia an exclusive worldwide license to develop and commercialize darinaparsin, and related organoarsenic molecules, in both intravenous and oral forms in all indications for human use. In exchange, the Company will be eligible to receive from Solasia development- and sales-based milestones, a royalty on net sales of darinaparsin, once commercialized, and a percentage of any sublicense revenues generated by Solasia. Solasia will be responsible for all costs related to the development, manufacturing and commercialization of darinaparsin. The Company’s Licensors, as defined in the agreement, will receive a portion of all milestone and royalty payments made by Solasia to us in accordance with the terms of the license agreement with the Licensors. On March 28, 2016, Solasia initiated a multi-center pivotal clinical trial intended to provide substantial evidence of efficacy necessary to support the filing of an application for a New Drug Application, or NDA, for darinaparsin in certain of the territories assigned to Solasia. The initiation of the trial on March 28, 2016 triggered a $1.0 million milestone payment from Solasia to the Company which was received in May 2016. The Company subsequently made an equivalent payment to MD Anderson as the ultimate licensor of darinaparsin (see above). License Agreement with Baxter Healthcare S.A. On November 3, 2006, the Company entered into a definitive Asset Purchase Agreement for indibulin and a License Agreement to proprietary nanosuspension technology with affiliates of Baxter Healthcare S.A. The purchase included the entire indibulin intellectual property portfolio as well as existing drug substance and capsule inventories. The final royalty payment of $250 thousand was paid in November 2017. The terms of the Asset Purchase Agreement included an upfront cash payment and an additional payment for existing inventory. No payments were made during the three and nine months ended September 30, 2018 and 2017. Cooperative Research and Development Agreement (CRADA) with the National Cancer Institute On January 10, 2017, the Company announced the signing of a Cooperative Research and Development Agreement, or CRADA, with the National Cancer Institute, or NCI, for the development of adoptive cell transfer, or ACT,-based immunotherapies genetically modified using the Sleeping Beauty non-viral SB-engineered |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 7. Related Party Transactions Collaborations with Intrexon/ Precigen On January 6, 2011, the Company entered into the Channel Agreement with Intrexon (which Intrexon subsequently assigned to Precigen), (see Note 6). Randal J. Kirk was a director of the Company until October 5, 2018. Mr. Kirk is the chief executive officer, a director, and the largest stockholder of Intrexon. On February 3, 2015, Intrexon purchased 1,440,000 shares of common stock in the Company’s public offering upon the same terms as others that participated in the offering. On March 27, 2015, the Company and Precigen entered into a Second Amendment to the Exclusive Channel Partner Agreement amending the Channel Agreement, which is referred to as the ECP Amendment. The ECP Amendment modified the scope of the parties’ collaboration under the Channel Agreement in connection with the Ares Trading Agreement, which the Company and Precigen entered into with Ares Trading, on March 27, 2015. The ECP Amendment provided that Precigen will pay to the Company 50% of all payments that Precigen receives for upfronts, milestones and royalties under the Ares Trading Agreement (see Note 6). The Amendment also reduces Precigen’s aggregate commitment under a Stock Purchase Agreement that the parties executed in connection with the initial Channel Agreement to purchase the Company’s common stock from $50.0 million to $43.5 million, which has been satisfied. On June 29, 2015, the Company re-purchased re-purchased On September 28, 2015, the Company entered into the GvHD Agreement with Intrexon (which Intrexon subsequently assigned to Precigen), whereby the Company was granted the right to use Precigen’s technology directed towards in vivo On June 29, 2016, the Company entered into the 2016 ECP Amendment, with Intrexon (which Intrexon subsequently assigned to Precigen), amending the Channel Agreement, and the 2016 GvHD Amendment, amending the GvHD Agreement. The 2016 ECP Amendment reduced the royalty percentage that the Company will pay to Precigen under the Channel Agreement on a quarterly basis from 50% to 20% of net profits derived in that quarter from the sale of Ziopharm Products (as defined in the Channel Agreement), calculated on a Ziopharm Product-by-Ziopharm In consideration for the execution and delivery of the 2016 ECP Amendment and the 2016 GvHD Amendment, the Company issued Intrexon 100,000 shares of its Series 1 preferred stock. Each share of the Company’s Series 1 preferred stock has a stated value of $1,200, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other recapitalization, and certain other rights, preferences, privileges and obligations (see Note 9). The holders of the shares of Series 1 preferred stock are entitled to receive a monthly dividend, payable in additional shares of Series 1 preferred stock, equal to $12.00 per preferred share held by such holder per month divided by the stated value of the preferred shares, rounded down to the nearest whole share (see Note 9). During the three months ended September 30, 2018, the Company issued an aggregate of 3,847 shares of Series 1 preferred stock to Intrexon, the holder of all of the outstanding shares of the Company’s Series 1 preferred stock, as monthly dividend payments. At September 30, 2018, the Company recorded such shares of Series 1 preferred stock at a fair value of $6.1 million which is a component of temporary equity. During the three months ended September 30, 2018, the Company recorded a loss on the change of the derivative liabilities in the amount of $165 thousand. See Notes 9 and 10 for additional discussion regarding the accounting for and valuation of these derivative financial instruments. During the three months ended September 30, 2018, and 2017, the Company expensed $2.0 million and $5.6 million, respectively, for services performed by Precigen. During the nine months ended September 30, 2018, and 2017, the Company expensed $6.7 million and $16.8 million, respectively, for services performed by Precigen. As of September 30, 2018, and 2017, the Company recorded $2.9 million and $5.5 million, respectively, in current liabilities on its balance sheet for amounts due to Precigen. As discussed further in Note 1, on October 5, 2018, the Company entered into the License Agreement, the terms of which replace the terms of the Channel Agreement. Collaboration with Precigen and MD Anderson On January 13, 2015, the Company, together with Precigen, entered into the MD Anderson License. Pursuant to the MD Anderson License, the Company and Precigen hold an exclusive, worldwide license to certain technologies owned and licensed by MD Anderson, including technologies relating to novel CAR + T-cell co-exclusive non-exclusive in-process |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2018 | |
Text Block [Abstract] | |
Stock-Based Compensation | 8. Stock-Based Compensation The Company recognized stock-based compensation expense on all employee and non-employee For the three months ended September 30, For the nine months ended September 30, (in thousands) 2018 2017 2018 2017 Research and development $ 552 $ 615 $ 1,765 $ 1,772 General and administrative 928 1,467 5,085 4,393 Stock-based compensation expense $ 1,480 $ 2,082 $ 6,850 $ 6,165 The Company granted an aggregate of 300,500 and 506,000 stock options during the three and nine months ended September 30, 2018 with a weighted-average grant date fair value of $2.11 and $2.49 per share, respectively. The Company granted an aggregate of 593,500 and 859,000 stock options during the three and nine months ended September 30, 2017 with a weighted-average grant date fair value of $4.29 and $4.34 per share, respectively. On February 15, 2018, the Company extended the contractual life of 751,667 fully vested stock options held by one officer of the Company by an additional 9 months. Additionally, on March 12, 2018, the Company extended the contractual life of 117,500 fully vested stock options held by a director. These extensions resulted in additional stock-based compensation expense of $481 thousand in the nine months ended September 30, 2018. On September 18, 2018, the Company extended the contractual life of 92,500 fully vested stock options held by a director of the Company by approximately 9 months and 167,500 fully vested stock options held by another director of the Company by approximately 21 months. These extensions resulted in additional stock-based compensation expense of $117 thousand in the three and nine months ended September 30, 2018. Furthermore, the Company accelerated the vesting of 34,516 shares of restricted stock and recorded an adjustment of ($12) thousand in the three and nine months ended September 30, 2018. The Company recognizes forefeitures as they occur. For the three months ended September 30, 2018 and 2017, the fair value of stock options was estimated on the date of grant using a Black-Scholes option valuation model with the following assumptions: For the three months ended September 30, 2018 2017 Risk-free interest rate 2.82 - 2.98% 1.88 - 2.01% Expected life in years 6 6 Expected volatility 82.27 - 83.08% 80.82 - 80.95% Expected dividend yield 0 0 Stock option activity under the Company’s stock option plan for the nine months ended September 30, 2018 is as follows: (in thousands, except share and per share data) Number of Weighted- Weighted- Aggregate Outstanding, December 31, 2017 3,852,135 $ 5.12 Granted 506,000 3.50 Exercised (104,167 ) 2.30 Cancelled (184,500 ) 5.77 Outstanding, September 30, 2018 4,069,468 $ 5.24 6.17 $ 576 Options exercisable, September 30, 2018 2,924,501 $ 5.13 4.98 $ 498 Options exercisable, December 31, 2017 2,925,502 $ 5.12 5.58 $ 1,152 Options available for future grant 5,053,295 At September 30, 2018, total unrecognized compensation costs related to unvested stock options outstanding amounted to $4.1 million. The cost is expected to be recognized over a weighted-average period of 1.55 years. In September 2017, the Company issued a stock option award as an inducement grant for the purchase of an aggregate of 500,000 shares of the Company’s common stock, outside of the 2012 Plan, at an exercise price of $6.19 per share. The inducement grant is excluded from the option activity table above. A summary of the status of unvested restricted stock for the nine months ended September 30, 2018 is as follows: Number of Shares Weighted-Average Grant Date Fair Value Non-vested, 1,808,559 $ 5.74 Granted — — Vested (573,340 ) 7.61 Cancelled (70,867 ) 5.07 Non-vested, 1,164,352 $ 4.85 At September 30, 2018, total unrecognized compensation costs related to unvested restricted stock outstanding amounted to $3.5 million. The cost is expected to be recognized over a weighted-average period of 1.48 years. |
Preferred Stock
Preferred Stock | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Preferred Stock | 9. Preferred Stock The Company has 30,000,000 shares of preferred stock authorized, of which, 250,000 shares are designated as Series 1 preferred stock. On June 29, 2016, the Company entered into the 2016 ECP Amendment and 2016 GvHD Amendment with Intrexon (which Intrexon subsequently assigned to Precigen), (see Note 6). In consideration for the execution and delivery of the 2016 ECP Amendment and the 2016 GvHD Amendment, the Company issued to Intrexon 100,000 shares of its newly designated Series 1 preferred stock. Each share of the Company’s Series 1 preferred stock has a stated value of $1,200, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other recapitalization. As discussed in Note 1, in consideration of the Company entering into the License Agreement, Intrexon forfeited and returned to the Company all shares of the Company’s Series 1 Preferred Stock held by or payable to Intrexon as of the date of the License Agreement. No shares of Series 1 Preferred Stock are currently outstanding as of the filing date of this Quarterly Report. The Series 1 preferred stock has the following rights and preferences and certain other rights, preferences, privileges and obligations. See Note 1 for discussion of subsequent transaction regarding Series 1 preferred stock. Conversion All shares of Series 1 preferred stock shall automatically convert into shares of common stock upon the public announcement of the first approval in the United States of (i) a Ziopharm Product under the Channel Agreement, (ii) a Product under the GvHD Agreement or (iii) a Product under the Ares Trading Agreement, which the Company refers to as the Conversion Event Date. On the second business day following the Conversion Event Date, each share of Series 1 preferred stock shall convert into a number of shares of common stock equal to the stated value of such Series 1 preferred stock, divided by the greater of (i) the volume weighted average closing price of common stock as reported by The Nasdaq Stock Market, LLC over the 20 trading days ending on the Conversion Event Date or (ii) $1.00 per share; however, without shareholder approval in accordance with the Nasdaq listing rules, the Company will not affect any conversion of the Series 1 preferred stock into shares of common stock in excess of 19.9% of the lesser of (i) the pre-transaction Dividends The Series 1 preferred stock provides for a monthly dividend, payable in additional shares of Series 1 preferred stock, equal to $12.00 per share, per month divided by the stated value per share, or the PIK Dividend; provided, that if any shares of Series 1 preferred stock are not converted on the Conversion Event Date (discussed below), then the rate of the PIK Dividend on all remaining unconverted shares of Series 1 preferred stock shall automatically increase from $12.00 to $24.00 per share, per month. Liquidation Preference In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company or a change of control or sale, lease transfer or exclusive license of all or substantially all of the Company’s assets prior to the conversion of the Series 1 preferred stock into shares of common stock, then the Series 1 preferred stock will participate in the proceeds of the transaction on a pro rata basis along with common stock, treating the Series 1 preferred stock as if it had been converted into a number of shares of common stock equal to the aggregate stated value of the Series 1 preferred stock, divided by the volume weighted average closing price of common stock over the 20 trading days ending on the public announcement of such voluntary or involuntary liquidation, dissolution or winding up of the Company or change of control or sale, lease transfer or exclusive license of all or substantially all of the Company’s assets. Alternatively, the Company may redeem the Series 1 preferred stock at a redemption price equal to the pro rata amount that the Series 1 preferred stock would have received if it had been converted using the same formula. Voting Rights The Series 1 preferred stock does not have any voting rights except that the Company may not, without the consent of the holders of a majority of the outstanding shares of the Series 1 preferred stock, voting as a separate class, (i) amend, alter or repeal any provision of its Certificate of Incorporation in a manner that adversely affects the powers, preferences or rights of the Series 1 preferred stock in a manner that is more adverse than the effect on any other class or series of the Company’s capital stock; (ii) (A) create, or authorize the creation of, or issue or obligate itself to issue shares of, any additional class or series of the Company’s capital stock unless the same ranks junior or pari passu to the Series 1 preferred stock with respect to the distribution of assets on the liquidation, dissolution or winding up of the Company, the payment of dividends and rights of redemption, or (B) reclassify, alter or amend any existing security that is junior or pari passu to the Series 1 preferred stock with respect to the distribution of assets on the liquidation, dissolution or winding up of the Company, the payment of dividends or rights of redemption, if such reclassification, alteration or amendment would render such other security senior to the Series 1 preferred in respect of any such right, preference or privilege; or (iii) enter into any transaction (or series of related transactions) the effect of which would adversely affect the holders of the Series 1 preferred stock in a manner that is more adverse than the effect on any other class or series of capital stock. Analysis The Company analyzed the features of the Series 1 preferred stock and determined that the conversion option and the Company’s right to redeem the shares at liquidation are embedded derivatives that required bifurcation from the Series 1 preferred stock in accordance with FASB ASC 815, Derivatives and Hedging The fair value of the Series 1 preferred stock was estimated using a probability-weighted approach and a Monte Carlo simulation model. The fair value of the embedded derivatives was estimated using the “with” and “without” method where the preferred stock was first valued with all of its features (“with” scenario) and then without derivatives subject to the valuation analysis (“without” scenario). The fair value of the derivatives was then estimated as the difference between the fair value of the preferred stock in the “with” scenario and the preferred stock in the “without” scenario. The model also takes into account, management estimates of clinical success/failure based upon market studies and probability of potential conversion and liquidation events. If these estimates were different, the valuations would change, and that change could be material. Inputs to the models included the following: Risk-free interest rate 1.04 % Expected dividend rate 0 Expected volatility 70.50 % Preferred stock conversion limit - percentage of outstanding common stock 19.90 % Preferred conversion floor price $ 1.00 During the three and nine months ended September 30, 2018, the Company issued an aggregate of 3,847 shares and 11,205, shares of Series 1 preferred stock, respectively, to Intrexon, the holder of all of the outstanding shares of its Series 1 preferred stock, as monthly dividend payments. During the three and nine months ended September 30, 2018, the Company recorded such shares of Series 1 preferred stock at a fair value of $6.1 million and $16.7 million, respectively, which is a component of temporary equity. During the three and nine months ended September 30, 2018, the Company recorded a loss of $165 thousand and a gain of $46 thousand, respectively, on the change of the derivative liabilities (see Notes 1 and 10). |
Derivative Financial Instrument
Derivative Financial Instruments | 9 Months Ended |
Sep. 30, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | 10. Derivative Financial Instruments The Company determined that certain embedded features related to the Series 1 preferred stock are derivative financial instruments. Fair values of derivative instruments to be classified as derivative liabilities on the balance sheet consist of the following: ($ in thousands) Liability derivates: Balance Sheet Location Fair Value September 30, 2018: Derivative liabilities Liabilities $ 2,597 The change in the derivative liability for the nine months ended September 30, 2018 consisted of the following: ($ in thousands) Fair Value Balance, December 31, 2017 $ 2,424 Dividends 73 Change in fair value (28 ) Balance, March 31, 2018 $ 2,469 Dividends 72 Change in fair value (183 ) Balance, June 30, 2018 $ 2,358 Dividends 74 Change in fair value 165 Balance, September 30, 2018 $ 2,597 The fair value of the Series 1 preferred stock dividends was estimated using a probability-weighted approach and a Monte Carlo simulation model. The fair value of the embedded derivatives was estimated using the “with” and “without” method where the preferred stock was first valued with all of its features (“with” scenario) and then without derivatives subject to the valuation analysis (“without” scenario). The fair value of the derivatives was then estimated as the difference between the fair value of the preferred stock in the “with” scenario and the preferred stock in the “without” scenario. The model also takes into account, management estimates of clinical success/failure based upon market studies and probability of potential conversion and liquidation events. If these estimates were different, the valuations would change, and that change could be material. Inputs to the models included the following: September 30, 2018 December 31, 2017 Risk-free interest rate 2.97 % 1.92 - 2.12 % Expected dividend rate 0 0 Expected volatility 77.60 % 68.7 - 80.4 % Preferred stock conversion limit - percentage of outstanding common stock 19.90 % 19.90 % Preferred conversion floor price $ 1.00 $ 1.00 See Notes 1, 5, and 8 for additional discussion regarding the accounting for and valuation of these derivative financial instruments. As discussed in Note 1, in consideration of the Company entering into the License Agreement in October 2018, Intrexon has agreed to forfeit and return to the Company all shares of the Company’s Series 1 Preferred Stock held by or payable to Intrexon as of the date of the License Agreement. There are no other shares of Series 1 Preferred Stock outstanding as of the date of this Quarterly Report. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
New Accounting Pronouncements | New Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases 2016-02. Leases In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows: Restricted Cash 2016-18. beginning-of-period end-of-period 2016-18 2016-18, September 30, 2018 2017 (in thousands) Cash and cash equivalents $ 31,728 $ 84,406 Restricted cash included in prepaid expenses and other current assets 389 — Restricted cash included in other non-current — 388 Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 32,117 $ 84,794 In August 2018, the FASB issued ASU No. 2018-03, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement 2018-03. In June 2018, the FASB issued ASU No. 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting 2018-07. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Reconciliation of Cash, Cash Equivalents, and Restricted Cash | The following table provides a reconciliation of cash, cash equivalents, and restricted cash within the statement of financial position that sum to the total of the same such amounts shown in the statement of cash flows. September 30, 2018 2017 (in thousands) Cash and cash equivalents $ 31,728 $ 84,406 Restricted cash included in prepaid expenses and other current assets 389 — Restricted cash included in other non-current — 388 Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 32,117 $ 84,794 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Assets and Liabilities Measured at Fair Value on Recurring Basis | Assets and liabilities measured at fair value on a recurring basis as of September 30, 2018 and December 31, 2017 were as follows: ($ in thousands) Fair Value Measurements at Reporting Date Using Description Balance as of Quoted Prices in Significant Other Significant Assets: Cash equivalents $ 30,305 $ 30,305 $ — $ — Liabilities: Derivative liabilities $ (2,597 ) $ — $ — $ (2,597 ) ($ in thousands) Fair Value Measurements at Reporting Date Using Description Balance as of Quoted Prices in Significant Other Significant Assets: Cash equivalents $ 66,156 $ 66,156 $ — $ — Liabilities: Derivative liabilities $ (2,424 ) $ — $ — $ (2,424 ) |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Potential Dilutive Shares Excluded from Computation of Diluted Net Loss Per Share | Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the period. The Company’s potentially dilutive shares, which include outstanding common stock options, unvested restricted stock and preferred stock, have not been included in the computation of diluted net loss per share for any of the periods presented as the result would be anti-dilutive. Such potentially dilutive shares of common stock at September 30, 2018 and 2017 consisted of the following: September 30, 2018 2017 Stock options 4,569,468 4,122,335 Unvested restricted stock 1,164,352 1,330,492 Preferred stock 52,583,921 22,398,582 58,317,741 27,851,409 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
ASU 2014-09 | |
Impact of Topic 606 Adoption on Financial Statements | Refer below for a summary of the amount by which each financial statement line item was affected by the impact of the cumulative adjustment: Impact of Topic 606 Adoption on the Balance Sheet ($ in thousands) as of January 1, 2018 Description As reported under Adjustments Balances without Contract liability, current portion $ 622 $ (5,767 ) $ 6,389 Contract liability, net of current portion $ 49,037 $ 13,898 $ 35,139 Accumulated deficit $ (720,573 ) $ (8,131 ) $ (712,442 ) The amount by which each financial statement line item is affected in the current reporting period by ASC 606 as compared with the guidance that was in effect prior to adoption is disclosed below. Impact of Topic 606 Adoption on the Balance Sheet ($ in thousands) as of September 30, 2018 Description As reported under Adjustments Balances without Contract liability, current portion $ 49,513 $ 12,777 $ 36,736 Accumulated deficit $ (761,209 ) $ 12,777 $ (748,432 ) Impact of Topic 606 Adoption on the Statement of Operations ($ in thousands) for the Three Months Ended September 30, 2018 Description As reported under Adjustments Balances without Collaboration revenue $ — $ (1,597 ) $ 1,597 Net loss $ (12,585 ) $ (1,597 ) $ (10,988 ) Basic and diluted net loss per share $ (0.13 ) $ (0.01 ) $ (0.12 ) Impact of Topic 606 Adoption on the Statement of Operations ($ in thousands) for the Nine Months Ended September 30, 2018 Description As reported under Adjustments Balances without Collaboration revenue $ 146 $ (4,646 ) $ 4,792 Net loss $ (40,636 ) $ (4,646 ) $ (35,990 ) Basic and diluted net loss per share $ (0.41 ) $ (0.04 ) $ (0.37 ) Impact of Topic 606 Adoption on the Statement of Cash Flows ($ in thousands) for the Nine Months Ended September 30, 2018 Description As reported under Adjustments Balances without Net loss $ (40,636 ) $ (4,646 ) $ (35,990 ) Changes in contract liability $ — $ 4,792 $ (4,792 ) |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Text Block [Abstract] | |
Stock-Based Compensation Expense on All Employee and Non-Employee Awards | The Company recognized stock-based compensation expense on all employee and non-employee For the three months ended September 30, For the nine months ended September 30, (in thousands) 2018 2017 2018 2017 Research and development $ 552 $ 615 $ 1,765 $ 1,772 General and administrative 928 1,467 5,085 4,393 Stock-based compensation expense $ 1,480 $ 2,082 $ 6,850 $ 6,165 |
Fair Value of Stock Options Assumptions Using Black-Scholes Option Valuation Model | For the three months ended September 30, 2018 and 2017, the fair value of stock options was estimated on the date of grant using a Black-Scholes option valuation model with the following assumptions: For the three months ended September 30, 2018 2017 Risk-free interest rate 2.82 - 2.98% 1.88 - 2.01% Expected life in years 6 6 Expected volatility 82.27 - 83.08% 80.82 - 80.95% Expected dividend yield 0 0 |
Stock Option Activity under Stock Option Plan | Stock option activity under the Company’s stock option plan for the nine months ended September 30, 2018 is as follows: (in thousands, except share and per share data) Number of Weighted- Weighted- Aggregate Outstanding, December 31, 2017 3,852,135 $ 5.12 Granted 506,000 3.50 Exercised (104,167 ) 2.30 Cancelled (184,500 ) 5.77 Outstanding, September 30, 2018 4,069,468 $ 5.24 6.17 $ 576 Options exercisable, September 30, 2018 2,924,501 $ 5.13 4.98 $ 498 Options exercisable, December 31, 2017 2,925,502 $ 5.12 5.58 $ 1,152 Options available for future grant 5,053,295 |
Summary of Unvested Restricted Stock | A summary of the status of unvested restricted stock for the nine months ended September 30, 2018 is as follows: Number of Shares Weighted-Average Grant Date Fair Value Non-vested, 1,808,559 $ 5.74 Granted — — Vested (573,340 ) 7.61 Cancelled (70,867 ) 5.07 Non-vested, 1,164,352 $ 4.85 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Fair Value Assumptions Used in Probability Weighted Approach and Monte Carlo Simulation Model | The fair value of the Series 1 preferred stock was estimated using a probability-weighted approach and a Monte Carlo simulation model. The fair value of the embedded derivatives was estimated using the “with” and “without” method where the preferred stock was first valued with all of its features (“with” scenario) and then without derivatives subject to the valuation analysis (“without” scenario). The fair value of the derivatives was then estimated as the difference between the fair value of the preferred stock in the “with” scenario and the preferred stock in the “without” scenario. The model also takes into account, management estimates of clinical success/failure based upon market studies and probability of potential conversion and liquidation events. If these estimates were different, the valuations would change, and that change could be material. Inputs to the models included the following: Risk-free interest rate 1.04 % Expected dividend rate 0 Expected volatility 70.50 % Preferred stock conversion limit - percentage of outstanding common stock 19.90 % Preferred conversion floor price $ 1.00 |
Fair Values of Derivative Instruments to be classified as Derivative Liabilities on Balance Sheet | Fair values of derivative instruments to be classified as derivative liabilities on the balance sheet consist of the following: ($ in thousands) Liability derivates: Balance Sheet Location Fair Value September 30, 2018: Derivative liabilities Liabilities $ 2,597 |
Change in Derivative Liability | The change in the derivative liability for the nine months ended September 30, 2018 consisted of the following: ($ in thousands) Fair Value Balance, December 31, 2017 $ 2,424 Dividends 73 Change in fair value (28 ) Balance, March 31, 2018 $ 2,469 Dividends 72 Change in fair value (183 ) Balance, June 30, 2018 $ 2,358 Dividends 74 Change in fair value 165 Balance, September 30, 2018 $ 2,597 |
Series 1 Preferred Stock | |
Fair Value Assumptions Used in Probability Weighted Approach and Monte Carlo Simulation Model | The fair value of the Series 1 preferred stock dividends was estimated using a probability-weighted approach and a Monte Carlo simulation model. The fair value of the embedded derivatives was estimated using the “with” and “without” method where the preferred stock was first valued with all of its features (“with” scenario) and then without derivatives subject to the valuation analysis (“without” scenario). The fair value of the derivatives was then estimated as the difference between the fair value of the preferred stock in the “with” scenario and the preferred stock in the “without” scenario. The model also takes into account, management estimates of clinical success/failure based upon market studies and probability of potential conversion and liquidation events. If these estimates were different, the valuations would change, and that change could be material. Inputs to the models included the following: September 30, 2018 December 31, 2017 Risk-free interest rate 2.97 % 1.92 - 2.12 % Expected dividend rate 0 0 Expected volatility 77.60 % 68.7 - 80.4 % Preferred stock conversion limit - percentage of outstanding common stock 19.90 % 19.90 % Preferred conversion floor price $ 1.00 $ 1.00 |
Business - Additional Informati
Business - Additional Information (Detail) - USD ($) $ in Thousands | Oct. 05, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 |
Nature Of Operations [Line Items] | |||||
Accumulated deficit | $ (761,209) | $ (712,442) | |||
Cash and cash equivalents | 31,728 | $ 70,946 | $ 84,406 | ||
Intrexon Corporation/Precigen | |||||
Nature Of Operations [Line Items] | |||||
Transaction advisory expenses | $ 300 | $ 1,000 | |||
Subsequent Event | Gorilla IL-12 Products | |||||
Nature Of Operations [Line Items] | |||||
Percentage of development cost shared by other party | 80.00% | ||||
Percentage of operating profit shared by other party | 80.00% | ||||
Subsequent Event | Intrexon Corporation/Precigen | |||||
Nature Of Operations [Line Items] | |||||
Reimbursement of historical costs | $ 1,000 | ||||
Additional milestone payment for exclusively licensed program to be paid | 52,500 | ||||
Maximum Royalty payable | $ 100,000 | ||||
Percentage of sublicensing income | 20.00% | ||||
Royalty payment to be received | $ 100,000 | ||||
Transaction advisory costs | 7,000 | ||||
Subsequent Event | Intrexon Corporation/Precigen | License | |||||
Nature Of Operations [Line Items] | |||||
Annual Licensing fee | $ 100 | ||||
Subsequent Event | Intrexon Corporation/Precigen | Gorilla IL-12 Products | |||||
Nature Of Operations [Line Items] | |||||
Percentage of development cost shared by other party | 20.00% | ||||
Percentage of operating profit shared by other party | 20.00% |
Reconciliation of Cash, Cash Eq
Reconciliation of Cash, Cash Equivalents, and Restricted Cash (Detail) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2016 |
Cash and Cash Equivalents [Abstract] | ||||
Cash and cash equivalents | $ 31,728 | $ 70,946 | $ 84,406 | |
Restricted cash included in prepaid expenses and other current assets | 389 | |||
Restricted cash included in other non-current assets | 388 | |||
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows | $ 32,117 | $ 71,335 | $ 84,794 | $ 81,441 |
Assets and Liabilities Measured
Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 30,305 | $ 66,156 |
Derivative liabilities | (2,597) | (2,424) |
Quoted Prices in Active Markets for Identical Assets/Liabilities (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 30,305 | 66,156 |
Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | $ (2,597) | $ (2,424) |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - Intrexon Corporation/Precigen - Series 1 Preferred Stock - USD ($) | Jun. 29, 2016 | Sep. 30, 2018 | Sep. 30, 2018 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Issuance of stock in a license agreement (in shares) | 100,000 | 3,847 | 11,205 |
Fair value measurement with unobservable inputs reconciliation liability transfers into level 3 | $ 0 | $ 0 | |
Preferred stock, outstanding shares | 0 | 0 |
Potential Dilutive Shares Exclu
Potential Dilutive Shares Excluded from Computation of Diluted Net Loss Per Share (Detail) - shares | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 58,317,741 | 27,851,409 |
Stock Options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 4,569,468 | 4,122,335 |
Restricted Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 1,164,352 | 1,330,492 |
Series 1 Preferred Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 52,583,921 | 22,398,582 |
Net Loss per Share - Additional
Net Loss per Share - Additional Information (Detail) - Intrexon Corporation/Precigen - Series 1 Preferred Stock | 9 Months Ended |
Sep. 30, 2018$ / sharesshares | |
Earnings Loss Per Share [Line Items] | |
Number of shares converted into common stock | shares | 52,583,921 |
Preferred stock, conversion rate | $ / shares | $ 1 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Detail) - USD ($) $ in Thousands | Sep. 30, 2018 | Jan. 01, 2018 | Dec. 31, 2017 | May 31, 2015 |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Accumulated deficit | $ (761,209) | $ (712,442) | ||
Remaining contract liability related to two targets expected to be recognized within the next twelve months | 0 | |||
Contract liability, current portion | $ 49,513 | $ 6,389 | ||
In Process Research and Development | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Estimated period of performance | 9 years | |||
ASU 2014-09 | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Accumulated deficit | $ (720,573) | |||
Contract liability, current portion | 622 | |||
ARES Trading License | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Deferred revenue, upfront payment | $ 57,500 | |||
Difference between Revenue Guidance in Effect before and after Topic 606 | ASU 2014-09 | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Accumulated deficit | $ 12,777 | (8,131) | ||
Contract liability, current portion | $ 12,777 | $ (5,767) |
Impact of Topic 606 Adoption on
Impact of Topic 606 Adoption on Financial Statements (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Jan. 01, 2018 | Dec. 31, 2017 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||||
Contract liability, current portion | $ 49,513 | $ 49,513 | $ 6,389 | |||
Contract liability, net of current portion | 35,139 | |||||
Accumulated deficit | (761,209) | (761,209) | $ (712,442) | |||
Collaboration revenue | 146 | |||||
Net loss | $ (12,585) | $ (12,701) | $ (40,636) | $ (41,050) | ||
Basic and diluted net loss per share | $ (0.13) | $ (0.13) | $ (0.41) | $ (0.41) | ||
Net loss | $ (12,585) | $ (12,701) | $ (40,636) | $ (41,050) | ||
Changes in contract liability | (146) | $ (4,792) | ||||
ASU 2014-09 | ||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||||
Contract liability, current portion | $ 622 | |||||
Contract liability, net of current portion | 49,037 | |||||
Accumulated deficit | (720,573) | |||||
Difference between Revenue Guidance in Effect before and after Topic 606 | ASU 2014-09 | ||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||||
Contract liability, current portion | 12,777 | 12,777 | (5,767) | |||
Contract liability, net of current portion | 13,898 | |||||
Accumulated deficit | 12,777 | 12,777 | $ (8,131) | |||
Collaboration revenue | (1,597) | (4,646) | ||||
Net loss | $ (1,597) | $ (4,646) | ||||
Basic and diluted net loss per share | $ (0.01) | $ (0.04) | ||||
Net loss | $ (1,597) | $ (4,646) | ||||
Changes in contract liability | 4,792 | |||||
Calculated under Revenue Guidance in Effect before Topic 606 | ASU 2014-09 | ||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||||
Contract liability, current portion | 36,736 | 36,736 | ||||
Accumulated deficit | (748,432) | (748,432) | ||||
Collaboration revenue | 1,597 | 4,792 | ||||
Net loss | $ (10,988) | $ (35,990) | ||||
Basic and diluted net loss per share | $ (0.12) | $ (0.37) | ||||
Net loss | $ (10,988) | $ (35,990) | ||||
Changes in contract liability | $ (4,792) |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | Jun. 29, 2016$ / sharesshares | Sep. 28, 2015USD ($) | Jan. 13, 2015USD ($)shares | Jan. 09, 2015USD ($)shares | Mar. 07, 2011USD ($) | Jan. 06, 2011 | Aug. 24, 2004Patent | Nov. 30, 2017USD ($) | May 31, 2016USD ($) | Sep. 30, 2015USD ($) | Jul. 31, 2015USD ($) | Sep. 30, 2018USD ($)$ / sharesshares | Mar. 31, 2018USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($)$ / sharesshares | Sep. 30, 2017USD ($) | Dec. 31, 2015USD ($)shares | Dec. 31, 2013USD ($) | Dec. 31, 2012 | Dec. 31, 2011USD ($) | Dec. 31, 2017USD ($)$ / shares | Jan. 30, 2018USD ($)ft² | Dec. 31, 2014USD ($)shares |
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||
Loss on sublease | $ 145,000 | $ 177,000 | $ 534,000 | $ 545,000 | $ 40,000 | ||||||||||||||||||
Deferred rent - current portion | 24,000 | 24,000 | 141,000 | ||||||||||||||||||||
Deferred rent-non-current portion | 6,000 | 6,000 | 1,000 | ||||||||||||||||||||
Deferred rent liability net | 30,000 | 30,000 | 142,000 | ||||||||||||||||||||
Research and Development Expense | 8,263,000 | 11,105,000 | 25,935,000 | 33,903,000 | |||||||||||||||||||
Cash balance | $ 31,728,000 | 84,406,000 | $ 31,728,000 | 84,406,000 | $ 70,946,000 | ||||||||||||||||||
Series 1 Preferred Stock | |||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||
Preferred stock, stated value | $ / shares | $ 1,200 | $ 1,200 | $ 1,200 | ||||||||||||||||||||
Intrexon Corporation/Precigen | Series 1 Preferred Stock | |||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||
Issuance of common stock in licensing agreement, shares | shares | 100,000 | 3,847 | 11,205 | ||||||||||||||||||||
Preferred stock, stated value | $ / shares | $ 1,200 | ||||||||||||||||||||||
ECP Channel Agreement | Intrexon Corporation/Precigen | Quarterly Payment | |||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||
Royalty percentage of net profit | 20.00% | ||||||||||||||||||||||
Percentage of revenue agreed to pay which is obtained from sublicensor | 50.00% | ||||||||||||||||||||||
ECP Channel Agreement | Intrexon Corporation/Precigen | Quarterly Payment | After Amendment | |||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||
Royalty percentage of net profit | 20.00% | ||||||||||||||||||||||
ECP Channel Agreement | Intrexon Corporation/Precigen | Quarterly Payment | Before Amendment | |||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||
Royalty percentage of net profit | 50.00% | ||||||||||||||||||||||
2016 GvHD Amendment | Intrexon Corporation/Precigen | |||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||
Research and Development Expense | $ 10,000,000 | ||||||||||||||||||||||
2016 GvHD Amendment | Intrexon Corporation/Precigen | Quarterly Payment | After Amendment | |||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||
Royalty percentage of net profit | 20.00% | ||||||||||||||||||||||
2016 GvHD Amendment | Intrexon Corporation/Precigen | Quarterly Payment | Before Amendment | |||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||
Royalty percentage of net profit | 50.00% | ||||||||||||||||||||||
2016 GvHD Amendment | Intrexon Corporation/Precigen | License | |||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||
Licensing fee | $ 10,000,000 | ||||||||||||||||||||||
License Agreement | M.D. Anderson Cancer Center | |||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||
Issuance of common stock in licensing agreement, shares | shares | 11,722,163 | 11,722,163 | |||||||||||||||||||||
Research and Development Expense | $ 67,300,000 | $ 67,300,000 | |||||||||||||||||||||
Common stock issued for cash | shares | 10,124,561 | ||||||||||||||||||||||
Cash consideration for license agreement | $ 50,000,000 | ||||||||||||||||||||||
License Agreement | The University of Texas MD Anderson Cancer Center and The Texas A & M University System | |||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||
Milestone maximum payment | $ 4,500,000 | ||||||||||||||||||||||
Number of products | Patent | 2 | ||||||||||||||||||||||
Options to purchase common stock | shares | 50,222 | ||||||||||||||||||||||
Shares vested | shares | 37,666 | ||||||||||||||||||||||
License Agreement | The University of Texas MD Anderson Cancer Center and The Texas A & M University System | Research and Development Expense | |||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||
Issuance of common stock in a license agreement | $ 87,000 | ||||||||||||||||||||||
License Agreement | The University of Texas MD Anderson Cancer Center and The Texas A & M University System | Upon enrollment of the first patient in a multi-center pivotal clinical trial | |||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||
Shares vested | shares | 12,556 | ||||||||||||||||||||||
License Agreement | Baxter Healthcare Corporation | Upon the successful U.S. IND application for indibulin | |||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||
Installment payments | $ 250,000 | $ 0 | 0 | 0 | 0 | ||||||||||||||||||
License Agreement | Intrexon Corporation/Precigen | M.D. Anderson Cancer Center | |||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||
Cash consideration for license agreement | 50,000,000 | ||||||||||||||||||||||
Letter Agreement | M.D. Anderson Cancer Center | |||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||
Common stock issued for cash | shares | 1,597,602 | ||||||||||||||||||||||
Cash consideration for license agreement | $ 7,500,000 | ||||||||||||||||||||||
Letter Agreement | Intrexon Corporation/Precigen | M.D. Anderson Cancer Center | |||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||
Cash consideration for license agreement | $ 7,500,000 | ||||||||||||||||||||||
ARES Trading License | |||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||
Research and Development Expense | 36,000 | $ 36,000 | |||||||||||||||||||||
Agreement commencement date | 2015-05 | ||||||||||||||||||||||
Agreement termination, notice period | 90 days | ||||||||||||||||||||||
ARES Trading License | Development Milestone Payments | |||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||
Payments for development, regulatory and commercial milestones per product | $ 60,000,000 | ||||||||||||||||||||||
ARES Trading License | Regulatory Milestone Payments | |||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||
Payments for development, regulatory and commercial milestones per product | 148,000,000 | ||||||||||||||||||||||
ARES Trading License | Commercial Milestone Payments | |||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||
Payments for development, regulatory and commercial milestones per product | 205,000,000 | ||||||||||||||||||||||
ARES Trading License | Intrexon Corporation/Precigen | |||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||
Milestone payment receivable | $ 5,000,000 | ||||||||||||||||||||||
Milestone payment receivable period | 2 years | ||||||||||||||||||||||
Upfront payment received | $ 57,500,000 | ||||||||||||||||||||||
Percentage of upfront fee payable | 50.00% | ||||||||||||||||||||||
Milestone maximum payment | 50,000,000 | $ 50,000,000 | |||||||||||||||||||||
ARES Trading License | Intrexon Corporation/Precigen | Substantive Milestones | |||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||
Potential milestone payment | 15,000,000 | 15,000,000 | |||||||||||||||||||||
ARES Trading License | Intrexon Corporation/Precigen | License | |||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||
Licensing fee | $ 115,000,000 | ||||||||||||||||||||||
Collaboration Agreement | M.D. Anderson Cancer Center | |||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||
Installment payments | $ 1,000,000 | ||||||||||||||||||||||
Collaboration Agreement | Solasia | |||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||
Upfront payment received | $ 5,000,000 | ||||||||||||||||||||||
Milestone payment received | $ 1,000,000 | ||||||||||||||||||||||
Collaboration Agreement | Solasia | Development-based milestones | |||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||
Expected additional milestone payments to be received | 32,500,000 | ||||||||||||||||||||||
Collaboration Agreement | Solasia | Sales-based milestones | |||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||
Expected additional milestone payments to be received | $ 53,500,000 | ||||||||||||||||||||||
Cooperative Research and Development Agreement | |||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||
Research and development arrangement Terms | Pursuant to the Research and Development Agreement, the Company, Intrexon and MD Anderson have agreed to form a joint steering committee that will oversee and manage the new and ongoing research programs. As provided under the MD Anderson License, the Company will provide funding for research and development activities in support of the research programs under the Research and Development Agreement for a period of three years and in an amount of no less than $15.0 million and no greater than $20.0 million per year. | ||||||||||||||||||||||
Cooperative Research and Development Agreement | Minimum | |||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||
Research and Development Expense | 15,000,000 | ||||||||||||||||||||||
Cooperative Research and Development Agreement | Maximum | |||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||
Research and Development Expense | $ 20,000,000 | ||||||||||||||||||||||
Cooperative Research and Development Agreement | M.D. Anderson Cancer Center | |||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||
Research and Development Service Agreement Payment | $ 2,700,000 | $ 2,700,000 | $ 9,300,000 | ||||||||||||||||||||
Cooperative Research and Development Agreement | M.D. Anderson Cancer Center | |||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||
Funding used to offset costs in research and development expense | 11,400,000 | ||||||||||||||||||||||
Cash balance | 29,600,000 | 29,600,000 | |||||||||||||||||||||
Program related expenses being reimbursed | 3,700,000 | ||||||||||||||||||||||
Cooperative Research and Development Agreement | M.D. Anderson Cancer Center | Prepaid Expenses and Other Current Assets | |||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||
Cash balance | 11,500,000 | 11,500,000 | |||||||||||||||||||||
Cooperative Research and Development Agreement | M.D. Anderson Cancer Center | Other Noncurrent Assets | |||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||
Cash balance | 18,100,000 | 18,100,000 | |||||||||||||||||||||
Cooperative Research and Development Agreement | Intrexon Corporation/Precigen | National Cancer Institute | |||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||
Obligation for payment | 3,100,000 | 3,100,000 | |||||||||||||||||||||
Miles stone payment payable | 625,000 | 625,000 | |||||||||||||||||||||
Milestone payment paid | 625,000 | 1,900,000 | |||||||||||||||||||||
Houston, TX | |||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||
Operating lease area | ft² | 210 | ||||||||||||||||||||||
Operating leases future minimum monthly payment due through year 2021 | $ 1,000 | ||||||||||||||||||||||
New York, NY | |||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||
Letter of credit | 388,000 | 388,000 | $ 388,000 | ||||||||||||||||||||
Operating lease expiration month and year | 2018-10 | ||||||||||||||||||||||
Loss on sublease | $ 729,000 | ||||||||||||||||||||||
Obligation for payment | 2,300,000 | ||||||||||||||||||||||
Sublease revenue from subtenant | $ 1,600,000 | ||||||||||||||||||||||
Loss on sublease | 31,000 | $ 31,000 | |||||||||||||||||||||
Boston, MA | |||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||
Operating lease expiration month and year | 2016-08 | ||||||||||||||||||||||
Security deposits | $ 128,000 | $ 128,000 | |||||||||||||||||||||
Sublease term amendment | Aug. 31, 2021 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Jun. 29, 2016 | Jan. 08, 2016 | Sep. 28, 2015 | Jun. 29, 2015 | Mar. 27, 2015 | Feb. 03, 2015 | Jan. 06, 2011 | Sep. 30, 2015 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2015 | Dec. 31, 2017 |
Related Party Transaction [Line Items] | ||||||||||||||||
Company re-purchased additional shares Value | $ 1,275 | |||||||||||||||
Change in fair value of derivative liability | $ (165) | $ 183 | $ 28 | $ 202 | 46 | $ (1,292) | ||||||||||
Research and Development Expense | $ 8,263 | 11,105 | $ 25,935 | 33,903 | ||||||||||||
Series 1 Preferred Stock | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Preferred stock, stated value | $ 1,200 | $ 1,200 | $ 1,200 | |||||||||||||
Temporary equity, fair value | $ 6,100 | $ 16,700 | ||||||||||||||
License Agreement | M.D. Anderson Cancer Center | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Issuance of common stock in licensing agreement (in shares) | 11,722,163 | 11,722,163 | ||||||||||||||
Research and Development Expense | $ 67,300 | $ 67,300 | ||||||||||||||
Cooperative Research and Development Agreement | M.D. Anderson Cancer Center | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Research and Development Service Agreement Quarterly Payment | 2,700 | 2,700 | 9,300 | |||||||||||||
Research and Development Service Agreement Aggregate Payments | $ 41,900 | |||||||||||||||
Intrexon Corporation/Precigen | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Stock issued during period | 1,440,000 | |||||||||||||||
Percentage of commitment for payments from receipts of upfronts, milestones and royalties | 50.00% | |||||||||||||||
Commitment to purchase common stock | $ 43,500 | $ 50,000 | ||||||||||||||
Stock buy back (Shares) | 3,711 | |||||||||||||||
Stock buy back | $ 34 | |||||||||||||||
Share buy back discount on closing price | 5.00% | |||||||||||||||
Company re-purchased additional shares | 168 | |||||||||||||||
Company re-purchased additional shares Value | $ 2 | |||||||||||||||
Amounts expensed for services incurred | 2,000 | 5,600 | 6,700 | 16,800 | ||||||||||||
Amount due to related party, current | $ 2,900 | $ 5,500 | $ 2,900 | $ 5,500 | ||||||||||||
Intrexon Corporation/Precigen | Series 1 Preferred Stock | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Issuance of common stock in licensing agreement (in shares) | 100,000 | 3,847 | 11,205 | |||||||||||||
Preferred stock, stated value | $ 1,200 | |||||||||||||||
Dividends, preferred stock | $ 12 | |||||||||||||||
Intrexon Corporation/Precigen | 2016 GvHD Amendment | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Research and Development Expense | $ 10,000 | |||||||||||||||
Intrexon Corporation/Precigen | 2016 GvHD Amendment | License | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Licensing fee | $ 10,000 | |||||||||||||||
Intrexon Corporation/Precigen | 2016 GvHD Amendment | Quarterly Payment | After Amendment | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Royalty percentage of net profit | 20.00% | |||||||||||||||
Intrexon Corporation/Precigen | 2016 GvHD Amendment | Quarterly Payment | Before Amendment | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Royalty percentage of net profit | 50.00% | |||||||||||||||
Intrexon Corporation/Precigen | ECP Channel Agreement | Quarterly Payment | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Royalty percentage of net profit | 20.00% | |||||||||||||||
Intrexon Corporation/Precigen | ECP Channel Agreement | Quarterly Payment | After Amendment | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Royalty percentage of net profit | 20.00% | |||||||||||||||
Intrexon Corporation/Precigen | ECP Channel Agreement | Quarterly Payment | Before Amendment | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Royalty percentage of net profit | 50.00% |
Stock-Based Compensation Expens
Stock-Based Compensation Expense Included in Statement of Operations (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | $ 1,480 | $ 2,082 | $ 6,850 | $ 6,165 |
Research and Development Expense | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | 552 | 615 | 1,765 | 1,772 |
General and Administrative Expense | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | $ 928 | $ 1,467 | $ 5,085 | $ 4,393 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Sep. 18, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Mar. 12, 2018 | Feb. 15, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock options, granted | 300,500 | 593,500 | 506,000 | 859,000 | ||||
Weighted-average grant date fair value | $ 2.11 | $ 4.29 | $ 2.49 | $ 4.34 | ||||
Additional stock-based compensation expense | $ 481 | |||||||
Accelerated vested of restricted Shares | 34,516 | |||||||
Adjustment of restricted vested amount | $ 12 | $ 12 | ||||||
Stock options granted exercise price | $ 3.50 | |||||||
Director One | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Extended contractual life | 92,500 | |||||||
Director Two | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Extended contractual life | 167,500 | |||||||
Director | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Extended contractual life | 117,500 | |||||||
Additional stock-based compensation expense | 117 | $ 117 | ||||||
Officer | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Extended contractual life | 751,667 | |||||||
Outside 2012 Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock options, granted | 500,000 | |||||||
Stock options granted exercise price | $ 6.19 | |||||||
Unvested Stock | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Unrecognized compensation costs related to unvested restricted stock outstanding | 4,100 | $ 4,100 | ||||||
Expected recognition period | 1 year 6 months 18 days | |||||||
Unvested Restricted Common Stock | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Expected recognition period | 1 year 5 months 23 days | |||||||
Unrecognized stock-based compensation expense related to unvested restricted stock | $ 3,500 | $ 3,500 |
Fair Value of Stock Options Ass
Fair Value of Stock Options Assumptions Using Black-Scholes Option Valuation Model (Detail) | 3 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Risk-free interest rate, Minimum | 2.82% | 1.88% |
Risk-free interest rate, Maximum | 2.98% | 2.01% |
Expected life in years | 6 years | 6 years |
Expected volatility, Minimum | 82.27% | 80.82% |
Expected volatility, Maximum | 83.08% | 80.95% |
Expected dividend yield | 0.00% | 0.00% |
Stock Option Activity under Sto
Stock Option Activity under Stock Option Plan (Detail) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Number of Shares | ||
Beginning Balance | 3,852,135 | |
Granted | 506,000 | |
Exercised | (104,167) | |
Cancelled | (184,500) | |
Ending Balance | 4,069,468 | 3,852,135 |
Options exercisable, at end of period | 2,924,501 | 2,925,502 |
Options available for future grant | 5,053,295 | |
Weighted Average Exercise Price | ||
Beginning Balance | $ 5.12 | |
Granted | 3.50 | |
Exercised | 2.30 | |
Cancelled | 5.77 | |
Ending Balance | 5.24 | $ 5.12 |
Options exercisable, at end of period | $ 5.13 | $ 5.12 |
Weighted Average Contractual Term (Years) | ||
Outstanding, at end of period | 6 years 2 months 1 day | |
Options exercisable, at end of period | 4 years 11 months 23 days | 5 years 6 months 29 days |
Aggregate Intrinsic Value | ||
Outstanding, at end of period | $ 576 | |
Options exercisable, at end of period | $ 498 | $ 1,152 |
Summary of Unvested Restricted
Summary of Unvested Restricted Stock (Detail) - Unvested Restricted Common Stock | 9 Months Ended |
Sep. 30, 2018$ / sharesshares | |
Number of Shares | |
Beginning Balance | shares | 1,808,559 |
Granted | shares | 0 |
Vested | shares | (573,340) |
Cancelled | shares | (70,867) |
Ending Balance | shares | 1,164,352 |
Weighted Average Grant Date Fair Value | |
Beginning Balance | $ / shares | $ 5.74 |
Granted | $ / shares | 0 |
Vested | $ / shares | 7.61 |
Cancelled | $ / shares | 5.07 |
Ending Balance | $ / shares | $ 4.85 |
Preferred Stock - Additional In
Preferred Stock - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Jun. 29, 2016 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Jul. 01, 2016 |
Preferred Stock [Line Items] | |||||||||
Preferred stock, shares authorized | 30,000,000 | 30,000,000 | 30,000,000 | ||||||
Change in derivative liability | $ (165) | $ 183 | $ 28 | $ 202 | $ 46 | $ (1,292) | |||
Series 1 Preferred Stock | |||||||||
Preferred Stock [Line Items] | |||||||||
Preferred stock, shares authorized | 250,000 | 250,000 | 250,000 | ||||||
Preferred stock, stated value | $ 1,200 | $ 1,200 | $ 1,200 | ||||||
Maximum percentage of common stock issuable upon conversion of preferred stock | 19.90% | 19.90% | |||||||
Fair value of Series 1 preferred stock as a component of temporary equity | $ 160,429 | $ 160,429 | $ 143,992 | ||||||
Temporary equity, fair value | 6,100 | 16,700 | |||||||
Intrexon Corporation/Precigen | |||||||||
Preferred Stock [Line Items] | |||||||||
Embedded conversion liability | $ 900 | $ 900 | |||||||
Fair value of Series 1 preferred stock as a component of temporary equity | $ 118,200 | ||||||||
Intrexon Corporation/Precigen | Series 1 Preferred Stock | |||||||||
Preferred Stock [Line Items] | |||||||||
Preferred stock, shares issued | 100,000 | 3,847 | 11,205 | ||||||
Preferred stock, stated value | $ 1,200 | ||||||||
Preferred stock, outstanding shares | 0 | 0 | |||||||
Preferred stock, conversion rate | $ 1 | ||||||||
Maximum percentage of common stock issuable upon conversion of preferred stock | 19.90% | ||||||||
Preferred stock monthly dividend payable (per share) | $ 12 | ||||||||
Intrexon Corporation/Precigen | Series 1 Preferred Stock | Before Conversion Event Date | |||||||||
Preferred Stock [Line Items] | |||||||||
Preferred stock monthly dividend payable (per share) | $ 12 | ||||||||
Intrexon Corporation/Precigen | Series 1 Preferred Stock | Remaining Unconverted Shares | |||||||||
Preferred Stock [Line Items] | |||||||||
Preferred stock monthly dividend payable (per share) | $ 24 |
Fair Value Assumptions Used in
Fair Value Assumptions Used in Probability Weighted Approach and Monte Carlo Simulation Model (Detail) - Series 1 Preferred Stock - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Preferred stock conversion limit - percentage of outstanding common stock | 19.90% | 19.90% |
Preferred conversion floor price | $ 1 | $ 1 |
Measurement Input, Risk Free Interest Rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value Assumptions of Preferred Stock | 1.04% | |
Measurement Input, Expected Dividend Rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value Assumptions of Preferred Stock | 0.00% | 0.00% |
Measurement Input, Price Volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value Assumptions of Preferred Stock | 70.50% |
Fair Values of Derivative Instr
Fair Values of Derivative Instruments to be classified as Derivative Liabilities on Balance Sheet (Detail) - USD ($) $ in Thousands | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
Derivatives, Fair Value [Line Items] | ||||
Derivative liabilities | $ 2,597 | $ 2,358 | $ 2,469 | $ 2,424 |
Liabilities | ||||
Derivatives, Fair Value [Line Items] | ||||
Derivative liabilities | $ 2,597 |
Change in Derivative Liability
Change in Derivative Liability (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||||
Beginning Balance | $ 2,358 | $ 2,469 | $ 2,424 | $ 2,424 | ||
Dividends | 74 | 72 | 73 | |||
Change in fair value of derivative liabilities | 165 | (183) | (28) | $ (202) | (46) | $ 1,292 |
Ending Balance | $ 2,597 | $ 2,358 | $ 2,469 | $ 2,597 |
Fair Value Assumptions Used i_2
Fair Value Assumptions Used in Probability Weighted Approach and Monte Carlo Simulation Model for Derivatives (Detail) - Series 1 Preferred Stock - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Preferred stock conversion limit-percentage of outstanding common stock | 19.90% | 19.90% |
Preferred conversion floor price | $ 1 | $ 1 |
Measurement Input, Risk Free Interest Rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value Assumptions of Preferred Stock | 1.04% | |
Measurement Input, Risk Free Interest Rate | Minimum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value Assumptions of Preferred Stock | 2.97% | 1.92% |
Measurement Input, Risk Free Interest Rate | Maximum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value Assumptions of Preferred Stock | 2.12% | |
Measurement Input, Expected Dividend Rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value Assumptions of Preferred Stock | 0.00% | 0.00% |
Measurement Input, Price Volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value Assumptions of Preferred Stock | 70.50% | |
Measurement Input, Price Volatility | Minimum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value Assumptions of Preferred Stock | 77.60% | 68.70% |
Measurement Input, Price Volatility | Maximum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value Assumptions of Preferred Stock | 80.40% |
Derivative Financial Instrume_3
Derivative Financial Instruments - Additional Information (Detail) | Sep. 30, 2018shares |
Intrexon Corporation/Precigen | Series 1 Preferred Stock | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Preferred stock, outstanding shares | 0 |