Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Jul. 24, 2019 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | ZIOPHARM ONCOLOGY INC | |
Entity Central Index Key | 0001107421 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Trading Symbol | ZIOP | |
Entity Emerging Growth Company | false | |
Entity Small Business | true | |
Entity Common Stock, Shares Outstanding | 162,552,963 | |
Entity Interactive Data Current | Yes | |
Title of 12(b) Security | Common Stock | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity Address, State or Province | MA |
BALANCE SHEETS
BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 43,563 | $ 61,729 |
Receivables | 1,460 | 1,864 |
Prepaid expenses and other current assets | 20,836 | 20,692 |
Total current assets | 65,859 | 84,285 |
Property and equipment, net | 877 | 1,097 |
Operating lease right of use assets | 1,438 | |
Deposits | 130 | 128 |
Other non-current assets | 4,869 | 9,541 |
Total assets | 73,173 | 95,051 |
Current liabilities: | ||
Accounts payable | 941 | 707 |
Accrued expenses | 8,799 | 8,763 |
Lease liability - current portion | 660 | |
Deferred rent - current portion | 13 | |
Total current liabilities | 10,400 | 9,483 |
Lease liability - noncurrent portion | 778 | |
Deferred rent - noncurrent portion | 4 | |
Total liabilities | 11,178 | 9,487 |
Commitments and contingencies (Note 6) | ||
Stockholders' deficit: | ||
Common stock, $0.001 par value; 250,000,000 shares authorized; 162,477,963 and 142,379,770 shares issued and outstanding at June 30, 2019 and December 31, 2018, respectively | 162 | 161 |
Additional paid-in capital | 656,216 | 651,732 |
Accumulated deficit | (594,383) | (566,329) |
Total stockholders' equity | 61,995 | 85,564 |
Total liabilities and stockholders' equity | $ 73,173 | $ 95,051 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2019 | Dec. 31, 2018 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 162,477,963 | 142,379,770 |
Common stock, shares outstanding | 162,477,963 | 142,379,770 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Income Statement [Abstract] | ||||
Collaboration revenue | $ 146 | |||
Operating expenses: | ||||
Research and development | $ 9,998 | $ 7,489 | $ 19,474 | 17,672 |
General and administrative | 4,755 | 4,889 | 8,900 | 11,048 |
Total operating expenses | 14,753 | 12,378 | 28,374 | 28,720 |
Loss from operations | (14,753) | (12,378) | (28,374) | (28,574) |
Other income, net | 133 | 164 | 320 | 312 |
Change in fair value of derivative liabilities | 183 | 211 | ||
Net loss | (14,620) | (12,031) | (28,054) | (28,051) |
Preferred stock dividends | (5,462) | (10,582) | ||
Net loss applicable to common stockholders | $ (14,620) | $ (17,493) | $ (28,054) | $ (38,633) |
Basic and diluted net loss per share | $ (0.09) | $ (0.12) | $ (0.17) | $ (0.27) |
Weighted average common shares outstanding used to compute basic and diluted net loss per share | 160,789,272 | 141,017,898 | 160,718,313 | 140,935,964 |
STATEMENTS OF CHANGES IN PREFER
STATEMENTS OF CHANGES IN PREFERRED STOCK AND STOCKHOLDERS' Equity (DEFICIT) - 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 | 5,370 | 5,370 | |||
Exercise of employee stock options | 240 | 240 | |||
Exercise of employee stock options (in shares) | 104,166 | ||||
Cancelled restricted common stock (in shares) | (70,867) | ||||
Repurchase of restricted common stock | (1,275) | $ (1) | (1,274) | ||
Repurchase of restricted common stock (Shares) | (311,566) | ||||
Preferred stock dividends | (10,582) | $ 10,436 | |||
Preferred stock dividends | (10,582) | ||||
Preferred stock dividends (in shares) | 7,358 | ||||
Net loss | (28,051) | (28,051) | |||
Balance at Jun. 30, 2018 | (139,235) | $ 142 | 609,247 | (748,624) | $ 154,428 |
Balance (in shares) at Jun. 30, 2018 | 142,379,770 | 127,002 | |||
Balance at Mar. 31, 2018 | (123,149) | $ 142 | 613,302 | (736,593) | $ 149,039 |
Balance (in shares) at Mar. 31, 2018 | 142,398,936 | 123,268 | |||
Stock-based compensation | 1,711 | 1,711 | |||
Exercise of employee stock options | 240 | 240 | |||
Exercise of employee stock options (in shares) | 104,166 | ||||
Repurchase of restricted common stock | (544) | (544) | |||
Repurchase of restricted common stock (Shares) | (123,332) | ||||
Preferred stock dividends | (5,462) | $ 5,389 | |||
Preferred stock dividends | (5,462) | ||||
Preferred stock dividends (in shares) | 3,734 | ||||
Net loss | (12,031) | (12,031) | |||
Balance at Jun. 30, 2018 | (139,235) | $ 142 | 609,247 | (748,624) | $ 154,428 |
Balance (in shares) at Jun. 30, 2018 | 142,379,770 | 127,002 | |||
Balance at Dec. 31, 2018 | 85,564 | $ 161 | 651,732 | (566,329) | |
Balance (in shares) at Dec. 31, 2018 | 161,066,136 | ||||
Stock-based compensation | 3,255 | 3,255 | |||
Exercise of employee stock options | $ 600 | 600 | |||
Exercise of employee stock options (in shares) | 332,416 | 258,068 | |||
Issuance of restricted common stock | $ 1,000 | $ 1 | 999 | ||
Issuance of restricted common stock (in shares) | 1,393,536 | ||||
Cancelled restricted common stock (in shares) | (74,599) | ||||
Repurchase of restricted common stock | (370) | (370) | |||
Repurchase of restricted common stock (Shares) | (165,178) | ||||
Net loss | (28,054) | (28,054) | |||
Balance at Jun. 30, 2019 | 61,995 | $ 162 | 656,216 | (594,383) | |
Balance (in shares) at Jun. 30, 2019 | 162,477,963 | ||||
Balance at Mar. 31, 2019 | 74,216 | $ 162 | 653,817 | (579,763) | |
Balance (in shares) at Mar. 31, 2019 | 162,287,161 | ||||
Stock-based compensation | 1,799 | 1,799 | |||
Exercise of employee stock options | 600 | 600 | |||
Exercise of employee stock options (in shares) | 258,068 | ||||
Cancelled restricted common stock (in shares) | (67,266) | ||||
Net loss | (14,620) | (14,620) | |||
Balance at Jun. 30, 2019 | $ 61,995 | $ 162 | $ 656,216 | $ (594,383) | |
Balance (in shares) at Jun. 30, 2019 | 162,477,963 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Cash flows from operating activities: | ||
Net loss | $ (28,054) | $ (28,051) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 296 | 255 |
Stock-based compensation | 4,255 | 5,370 |
Change in fair value of derivative liabilities | (211) | |
(Increase) decrease in: | ||
Receivables | 404 | (645) |
Prepaid expenses and other current assets | (144) | 7,892 |
Other noncurrent assets | 4,672 | (8,447) |
Deposits | (2) | |
Increase (decrease) in: | ||
Accounts payable | 234 | (3,829) |
Accrued expenses | 36 | (1,245) |
Deferred revenue | (146) | |
Deferred rent | 17 | (74) |
Other liabilities | (33) | |
Net cash used in operating activities | (18,319) | (29,131) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (77) | (376) |
Net cash used in investing activities | (77) | (376) |
Cash flows from financing activities: | ||
Proceeds from exercise of stock options | 600 | 240 |
Repurchase of common stock | (370) | (1,275) |
Net cash provided by (used in) financing activities | 230 | (1,035) |
Net decrease in cash and cash equivalents, and restricted cash | (18,166) | (30,542) |
Cash and cash equivalents, and restricted cash, beginning of period | 61,729 | 71,335 |
Cash and cash equivalents, and restricted cash, end of period | 43,563 | 40,793 |
Supplementary disclosure of cash flow information: | ||
Compensation paid in common stock, gross | $ 1,000 | |
Series 1 Preferred Stock | ||
Supplementary disclosure of noncash investing and financing activities: | ||
Payment of dividends in preferred stock | $ 10,582 |
Business
Business | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Business | 1. Business Overview ZIOPHARM Oncology, Inc., which is referred to herein as “ZIOPHARM,” or the “Company,” 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 conducting research and development and raising capital to fund those efforts. The Company’s fiscal year ends on December 31. The Company has operated at a loss since its inception in 2003 and has no recurring revenues from operations. The Company anticipates that losses will continue for the foreseeable future. As of June 30, 2019, the Company had approximately $ 43.6 the Company anticipates cash resources will be sufficient to fund operations into the first half of 2021. The Company’s ability to continue operations after its current cash resources are exhausted depends on its ability to obtain additional financing or to achieve profitable operations, as to which no assurances can be given. Cash requirements may vary materially from those now 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. 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 product candidates, management may need to curtail its development efforts and planned operations to conserve cash. 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, 2018, 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 six months ended June 30, 2019 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 December 18, 2018, the Company and TriArm Therapeutics, Ltd., or TriArm, announced their plans to establish a joint venture, Eden BioCell, Ltd., to lead clinical development and commercialization of Sleeping Beauty For the territory of China, Taiwan and Korea, the Company has licensed the rights to Eden BioCell, Ltd., or Eden BioCell, for third-generation Sleeping Beauty Sleeping Beauty On July 29, 2019, the Company announced that it entered into an agreement with existing investors for the exercise of previously issued warrants to purchase common stock in a private placement. Pursuant to the terms of the agreement, investors have agreed to exercise warrants for an aggregate of 15,015,152 shares of common stock, at an exercise price of $3.01 per share. The warrants being exercised were originally issued by the Company in a private placement that closed in November 2018. The Company will issue new warrants to purchase up to 15,015,152 additional shares of common stock. The warrants will become exercisable six months following the date of issuance, will expire on the fifth anniversary of the initial exercise date, and have an exercise price of $7.00. Gross proceeds from the offering, before deducting placement agent and other offering expenses is approximately $45.0 million. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2019 | |
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 Leases In February 2016, the FASB issued ASU 2016-02, right-of-use The standard permits two transition methods, (1) to apply the new lease requirements at the beginning of the earliest period presented, or (2) to apply the new lease requirements at the effective date. The Company adopted Topic 842 as of January 1, 2019 using the effective date method, in which it did not restate prior periods. Upon adoption, the Company elected the package of practical expedients permitted under the transition guidance within Topic 842 which, among other things, allowed it to carry forward the historical lease classification. The adoption of Topic 842 on January 1, 2019 resulted in recognition of approximately $1.6 million of right-of-use New Accounting Pronouncements In August 2018, the FASB issued ASU No. 2018-13, 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 | 6 Months Ended |
Jun. 30, 2019 | |
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 June 30, 2019 and December 31, 2018 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 $ 24,706 $ 24,706 $ — $ — ($ in thousands) Fair Value Measurements at Reporting Date Using Description Balance as of Quoted Prices in Significant Other Significant Assets: Cash equivalents $ 24,437 $ 24,437 $ — $ — 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. |
Net Loss per Share
Net Loss per Share | 6 Months Ended |
Jun. 30, 2019 | |
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 June 30, 2019 and 2018 consisted of the following: June 30, 2019 2018 Stock options 5,077,591 4,303,802 Inducement stock options 500,000 — Unvested restricted stock 1,554,579 1,198,868 Warrants 18,939,394 — Preferred stock — 41,754,054 26,071,564 47,256,724 On October 5, 2018, the Company and Precigen, Inc., or Precigen, a wholly owned subsidiary of Intrexon Corporation, or Intrexon, entered into an exclusive license agreement, or the License Agreement, to replace all existing agreements between the companies that provides the Company with certain exclusive and non-exclusive rights to technology controlled by Precigen. In consideration of the Company entering into the License Agreement, Intrexon 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 (Note 8). |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Jun. 30, 2019 | |
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, not 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 recognized revenue in accordance with ASC 606 which replaced ASC 605, Multiple Element Arrangements 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 fees allocated to the license when the license is transferred to the licensee and the licensee is able to use and benefit from the license. For licenses that are bundled with other promises, the Company utilizes judgement to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue from non-refundable, up-front fees. Contracts that include an option to acquire additional goods and/or services are evaluated to determine if such option provides a material right to the customer that it would not have received without entering into the contract. If so, the option is accounted for as a separate performance obligation. If not, the option is considered a marketing offer which would be accounted for as a separate contract upon the customer’s election. 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 judgment 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 (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. 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 (Note 6). The Company did 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. 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 re-evaluated On October 5, 2018, the Company entered into the license agreement with Precigen (Note 8). As between the Company and Precigen, the terms of the License Agreement replace the terms of: (a) the Channel Agreement previously entered into with Intrexon Corporation (the “Channel Agreement”), including all amendments to the Channel Agreement; (b) certain rights and obligations pursuant to the Ares Trading Agreement; (c) the MD Anderson License (Note 6); and (d) that certain Research and Development Agreement between the Company, Intrexon and The University of Texas MD Anderson Cancer Center, or MD Anderson, with an effective date of August 17, 2015 or the Research and Development Agreement, and any amendments or statements of work thereto. In partial consideration of the Company entering into the License Agreement, Precigen is required to use diligent good faith efforts to transfer the Company’s rights and obligations under the Ares Trading Agreement to Intrexon (or its affiliate). As a result, the Company has very limited remaining obligations under the Ares Trading Agreement, and following the Company’s entry into the License Agreement, will not be recognizing any additional revenue under the Ares Trading Agreement. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 6. Commitments and Contingencies License Agreements Exclusive License Agreement with Precigen, Inc. On October 5, 2018, the Company entered into the License Agreement, with Precigen. As between the Company and Precigen, the terms of the License Agreement replace and supersede 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 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 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 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 In consideration of the licenses and other rights granted by Precigen, the Company will pay Precigen an annual license fee of $0.1 million 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 entering into the License Agreement, Intrexon has forfeited and returned to the Company all shares of Series 1 preferred stock held by or payable to Intrexon as of the date of the License Agreement (Note 8). License Agreement—The University of Texas MD Anderson Cancer Center On January 13, 2015, the Company, together with Intrexon, entered into the MD Anderson License with MD Anderson (which Intrexon subsequently assigned to Precigen). Pursuant to the MD Anderson License, the Company, together with Precigen, holds an exclusive, worldwide license to certain technologies owned and licensed by MD Anderson including technologies relating to novel CAR T-cell non-viral 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 formed a joint steering committee to oversee and manage the new and ongoing research programs. Under the License Agreement with Precigen, the Company and Precigen agreed that Precigen would no longer participate on the joint steering committee after the date of the License Agreement. 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. On November 14, 2017, the Company entered into an amendment to the Research and Development Agreement extending its term until April 15, 2021. During the six months ended June 30, 2019 and 2018, the Company expensed approximately $3.0 million and $2.2 million, respectively, for its research programs being conducted in Houston. The net balance of cash resources on hand at MD Anderson available to offset expenses and future costs is $24.2 million, of which $19.4 million is included in other current assets and the remaining $4.8 million is included in non-current 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 License Agreement with the National Cancer Institute On May 28, 2019, the Company entered into a patent license agreement, or the Patent License, with the National Cancer Institute, or the NCI. Pursuant to the Patent License, the Company holds an exclusive, worldwide license to certain intellectual property to develop and commercialize patient-derived (autologous), peripheral blood T-cell therapy products engineered by transposon-mediated gene transfer to express TCRs reactive to mutated KRAS, p53 and EGFR. In addition, pursuant to the Patent License, the Company holds an exclusive, worldwide license to certain intellectual property for manufacturing technologies to develop and commercialize autologous, peripheral blood T-cell therapy products engineered by non-viral gene transfer to express TCRs, as well as a non-exclusive, worldwide license to certain additional manufacturing technologies. Pursuant to the terms of the Patent License, the Company is required to pay the NCI a cash payment in the aggregate amount of $1.5 million, which is included in current liabilities at June 30, 2019. The Company also agreed to reimburse the NCI for past patent expenses in the aggregate amount of approximately $46 thousand. At June 30, 2019, the Company recorded both the $1.5 million payment due upon the execution of the Patent License and the $46 thousand in patent expenses for accrued current liabilities on the Company’s balance sheet. The terms of the Patent License also require the Company to pay the NCI minimum annual royalties in the amount of $0.3 million, which amount will be reduced to $0.1 million once the aggregate minimum annual royalties paid by the Company equals $1.5 million. The first minimum annual royalty payment is payable on the date that is eighteen months following the date of the Patent License. The Company is also required to make performance-based payments upon successful completion of clinical and regulatory benchmarks relating to the licensed products. The aggregate potential benchmark payments are $4.3 million, of which aggregate payments of $3.0 million are due only after marketing approval in the United States or in Europe, Japan, Australia, China or India. The first benchmark payment of $0.1 million will be due upon the initiation of the Company’s first sponsored phase 1 clinical trial of a licensed product or licensed process in the field of use licensed under the Patent License. In addition, the Company is required to pay the NCI one-time mid-single The Patent License will expire upon expiration of the last patent contained in the licensed patent rights, unless terminated earlier. The NCI may terminate or modify the Patent License in the event of a material breach, including if the Company does not meet certain milestones by certain dates, or upon certain insolvency events that remain uncured following the date that is 90 days following written notice of such breach or insolvency event. The Company may terminate the Patent License, or any portion thereof, in the Company’s sole discretion at any time upon 60 days’ written notice to the NCI. In addition, the NCI has the right to: (i) require the Company to sublicense the rights to the product candidates covered by the Patent License upon certain conditions, including if the Company is not reasonably satisfying required health and safety needs if the Company is not satisfying requirements for public use as specified by federal regulations. 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 NCI for the development of adoptive cell transfer, or ACT,-based immunotherapies genetically modified using the Sleeping Beauty non-viral Sleeping Beauty In February 2019, the Company extended the CRADA with the NCI for two years, committing an additional $5.0 million to this program through January 2022. The remaining obligation, as of June 30, 2019, to the NCI under the CRADA is $6.3 million over the next two years, payable in $0.6 million payments on a quarterly basis. The Company made payments of $ 0.6 Exclusive Channel Partner Agreement with Precigen for the Cancer Programs From 2011 to 2018, the Company was party to various arrangements with Intrexon (now Precigen) in which the Company used Precigen’s technology to research and develop cancer treatments in return for various future profit sharing and royalty arrangements. These agreements were modified or terminated by the License Agreement described in Note 8. Ares Trading License and Collaboration Agreement On March 27, 2015, the Company, together with Intrexon (now Precigen), signed the Ares Trading Agreement, with Ares Trading, 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. Precigen was 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 six months ended June 30, 2018, the Company expensed $36 thousand under the Ares Trading Agreement. The Company did not incur any costs under the agreement for the six months ended June 30, 2019 as there are no continuing obligations to reimburse Precigen for expenses under the Ares Trading Agreement Ares Trading paid a non-refundable Under the License Agreement, Precigen agreed to perform all future obligations of the Company under the Ares Trading Agreement other than certain payment obligations. Accordingly, the Company recognized the remaining deferred revenue as part of the settlement of a related party relationship as described in Note 8. 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) two Under the terms of the agreement, the Company may be required to make additional payments to the Licensors 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 which was amended on July 31, 2014 to include an exclusive worldwide license. 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 As consideration for the license, the Company is 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 the Company in accordance with the terms of the license agreement with the Licensors. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 7. Related Party Transactions Collaborations with Intrexon/ Precigen During the three months ended June 30, 2018, the Company issued an aggregate of 3,734 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 June 30, 2018, the Company recorded such shares of Series 1 preferred stock at a fair value of $5.4 million which is a component of temporary equity. During the six months ended June 30, 2018, the Company recorded a gain on the change of the derivative liabilities in the amount of $0.2 million. During the six months ended June 30, 2019 and 2018, the Company expensed $1.5 million and $4.7 million, respectively, for services performed by Precigen. As of June 30, 2019 and 2018, the Company recorded $1.1 million and $1.9 million, respectively, in current liabilities on its balance sheet for amounts due to Precigen. On October 5, 2018, the Company entered into the License Agreement, the terms of which replaced the terms of the Channel Agreement. Collaboration with Precigen and MD Anderson On January 13, 2015, the Company, together with Intrexon, entered into the MD Anderson License with MD Anderson (which Intrexon subsequently assigned to Precigen). 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 The Company has determined that the rights acquired in the MD Anderson License represent in-process non-current |
Settlement of a Related Party R
Settlement of a Related Party Relationship | 6 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions [Abstract] | |
Settlement of relatedparty relationship | 8. Settlement of a Related Party Relationship Exclusive License Agreement with Precigen On October 5, 2018, the Company entered into the license agreement with Precigen. As between the Company and Precigen, the terms of the License Agreement replace the terms of: (a) the Channel Agreement, including all amendments to the Channel Agreement; (b) certain rights and obligations pursuant to the Ares Trading Agreement; (c) the MD Anderson License; and (d) 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 sub-licensable Sleeping Beauty The Company is 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 sub-licensable IL-12 Ziopharm agreed to reimburse Precigen for certain historical costs of the licensed programs up to $1.0 million, payable quarterly. The Company determined that the fair value of this program was $1.0 million, and this was expensed in accordance with ASC 730, Research and Development The agreement also calls for an annual license fee of $0.1 million as long as the agreement is effective. The Company will also 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 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 addition, Precigen is required to transfer all of Ziopharm’s rights and obligations under the Ares Trading Agreement to Intrexon (or its affiliate). See Note 6 the Company’s remaining obligations under the Ares Trading Agreement. The Company determined that this transaction represented a capital transaction between related parties. The Company calculated the fair value of the preferred stock and the derivative liability on the date of the transaction, noting a total fair value of $163.3 million. The relinquishment of the Company’s obligation under the Ares Trading Agreement was also considered part of the overall capital transaction. The Company recognized an additional credit to accumulated deficit of $49.5 million as a result of the relief of the obligation under the Ares Trading Agreement (Note 6). The total amount of the settlement was $212.8 million. The Company incurred approximately $ 7.4 5.4 2.0 The Company recognized a net credit to accumulated deficit of $ 207.3 5.4 |
Leases
Leases | 6 Months Ended |
Jun. 30, 2019 | |
Leases, Operating [Abstract] | |
Leases | 9. Leases The Company adopted Topic 842 on January 1, 2019 using the effective date method, in which it did not restate prior periods. Upon adoption, the Company elected the package of practical expedients permitted under the transition guidance within Topic 842 which, among other things, allowed it to carry forward the historical lease classification. The Company does not allocate consideration in its leases to lease and non-lease The Company uses its estimated incremental borrowing rate, which is derived from information available at the lease commencement date, in determining the present value of lease payments. The Company’s incremental borrowing rate represents the rate of interest that it would have to pay to borrow over a similar term an amount equal to the lease payments in a similar economic environment. The Company considers publicly available data for instruments with similar terms and characteristics when determining its incremental borrowing rates. The adoption of Topic 842 resulted in recognition of approximately $1.6 million of right-of-use right-of-use In June 2012, the Company entered into a master lease for the Company’s corporate headquarters in Boston office, which was originally set to expire in August 2016, but renewed through August 31, 2021. As of June 30, 2019, and December 31, 2018, a total security deposit of $0.1 million is included in deposits on the balance sheet. On January 30, 2018, the Company entered into a lease agreement for office space in Houston at MD Anderson. Under the terms of the Houston lease agreement, the Company leases approximately two hundred and ten square feet and are required to make rental payments at an average monthly rate of approximately $1 thousand through April 2021. All future rent expense incurred in Houston, will be deducted from the Company’s prepayments at MD Anderson. On March 12, 2019, the Company entered into a lease agreement for office space in Houston. Under the terms of the Houston lease agreement, the Company leases approximately one thousand and thirty-eight square feet and is required to make rental payments at an average monthly rate of approximately $2 thousand through April 2021. As of June 30, 2019, a total security deposit of $2 thousand is included in deposits on the balance sheet. The components of lease expense were as follows: (in thousands) Three Months Ended Six Months Ended Operating lease cost $ 182 $ 360 Total lease cost $ 182 $ 360 Weighted-average remaining lease term (years) 2.40 2.40 Weighted-average discount rate 8.00 % 8.00 % Cash paid for amounts included in the measurement of the lease liabilities were $0.4 million for the six months ended June 30, 2019. As of June 30, 2019, the maturities of the Company’s operating lease liabilities were as follows (in thousands): Maturity of Lease Liabilities Operating Leases 2019 (excluding the six months ended June 30, 2019) 373 2020 755 2021 491 Total lease payments $ 1,619 Less: Imputed Interest and Adjustments 181 Present value of lease payments $ 1,438 Disclosures related to periods prior to adoption of the New Lease Standard Prior to the adoption of ASC 842, the Company recorded rent expense on a straight-line basis over the term of the lease under ASC 840. Total rent expense for the three and six months ended June 30, 2018 was approximately $0.2 million and $ 0.4 For comparative purposes, the Company’s aggregate future minimum non-cancellable 2019 723 2020 736 2021 488 Future minimum lease payments, net $ 1,947 |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2019 | |
Text Block [Abstract] | |
Stock-Based Compensation | 10. Stock-Based Compensation The Company recognized stock-based compensation expense on all employee and non-employee For the three months ended June 30, For the six months ended June 30, (in thousands) 2019 2018 2019 2018 Research and development $ 297 $ 609 $ 729 $ 1,212 General and administrative 1,502 1,102 2,526 4,158 Stock-based compensation expense $ 1,799 $ 1,711 $ 3,255 $ 5,370 The Company granted an aggregate of 199,422 and 1,695,755 stock options during the three and six months ended June 30, 2019 with a weighted-average grant date fair value of $3.13 and $1.80 per share, respectively. The Company granted an aggregate of 198,000 and 205,500 stock options during the three and six months ended June 30, 2018 with a weighted average grant date fair value of $3.06 and $3.06 per share, respectively. On January 6, 2019, the Company paid an accrued annual performance bonus by issuing 446,428 shares of common stock. On June 13, 2019 the Company extended the contractual life of 52,500 fully vested stock options held by a director of the Company. Additionally, on June 13, 2019, the Company accelerated the vesting and extended the contractual life of 126,700 stock options held by a director. These extensions and acceleration of vesting resulted in additional stock compensation expense of $0.4 million in the three and six months ended June 30, 2019. On February 15, 2018, the Company extended the contractual life of 751,667 fully vested stock options held by an officer of the Company by an additional nine 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 compensation expense of $0 and $0.5 million in the three and six months ended June 30, 2018, respectively. The Company recognizes forfeitures as they occur. For the three months ended June 30, 2019 and 2018, 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 June 30, 2019 2018 Risk-free interest rate 1.89 - 2.42% 2.66 - 2.91% Expected life in years 5.75 - 6.25 6 Expected volatility 72.68 - 78.85% 81.48 - 81.66% Expected dividend yield 0 0 Stock option activity under the Company’s stock option plan for the six months ended June 30, 2019 is as follows: (in thousands, except share and per share data) Number of Weighted- Weighted- Aggregate Outstanding, December 31, 2018 5,277,085 $ 4.24 Granted 1,695,755 2.54 Exercised (332,416 ) 2.95 Cancelled (1,562,833 ) 4.14 Outstanding, June 30, 2019 5,077,591 $ 3.78 7.91 $ 12,463 Options exercisable, June 30, 2019 2,378,158 $ 4.90 5.93 $ 4,220 Options exercisable, December 31, 2018 3,099,935 $ 5.15 4.93 $ 88 Options available for future grant 4,069,982 At June 30, 2019, total unrecognized compensation costs related to unvested stock options outstanding amounted to $5.6 million. The cost is expected to be recognized over a weighted-average period of 1.58 years. A summary of the status of unvested restricted stock for the six months ended June 30, 2019 is as follows: Number of Shares Weighted-Average Non-vested, 682,070 $ 3.47 Granted 1,393,536 2.24 Vested (446,428 ) 2.24 Cancelled (74,599 ) 3.41 Non-vested, 1,554,579 $ 2.90 At June 30, 2019, total unrecognized compensation costs related to unvested restricted stock outstanding amounted to $3.3 million. The cost is expected to be recognized over a weighted-average period of 1.54 years. |
Preferred Stock
Preferred Stock | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Preferred Stock | 11. Preferred Stock The Company’s Board of Directors is authorized to designate any series of Preferred Stock, to fix and determine the variations in relative rights, preferences, privileges and restrictions as between and among such series. On June 29, 2016, the Company entered into the 2016 ECP Amendment and Amendment to Exclusive Channel Collaboration Agreement, or the 2016 GvHD Amendment, with Intrexon (now Precigen) (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 had a stated value of $1,200, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other recapitalization. The Series 1 preferred stock had certain rights, preferences, privileges and obligations, including dividend rights, conversion rights, consent rights with respect to certain Company actions, and rights to preferential payments 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. On October 5, 2018, the Company and Precigen entered into the License Agreement to replace all existing agreements between the companies, which provides the Company with certain exclusive and non-exclusive |
Derivative Financial Instrument
Derivative Financial Instruments | 6 Months Ended |
Jun. 30, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | 12. Derivative Financial Instruments The Company determined that certain embedded features related to the Series 1 preferred stock were derivative financial instruments. The company values the embedded derivative financial instruments related to the Series 1 preferred stock as Level 3 financial liabilities (Note 3). On October 5, 2018, the Company entered into the License Agreement with Precigen. In partial consideration for the termination of the former agreements, the agreed that Intrexon would forfeit all outstanding shares of the Series 1 preferred stock held by Intrexon, including any accrued dividends and related financial instruments. Thus, upon closing of the transaction were no longer outstanding (Note 8). |
Warrants
Warrants | 6 Months Ended |
Jun. 30, 2019 | |
Warrants Disclosure [Abstract] | |
Warrant | 13. Warrants In connection with the Company’s November 2018 private placement which provided net proceeds of approximately $47.1 million, the Company issued warrants to purchase an aggregate of 18,939,394 shares of common stock which became exercisable six months after the closing of the private placement. The warrants have an exercise price of $3.01 per share and have a five-year term. The relative fair value of the warrants was estimated at $18.4 million using a Black-Scholes model with the following assumptions: expected volatility of 71%, risk free interest rate of 2.99%, expected life of five no The Company assessed whether the warrants require accounting as derivatives. The Company determined that the warrants were (1) indexed to the Company’s own stock and (2) classified in stockholders’ equity in accordance with Financial Accounting Standards Board (FASB”) Accounting Standards Codification (“ASC”) Topic 815, Derivatives and Hedging On July 29, 2019, the Company announced that it entered into an agreement with existing investors for the exercise of warrants issued during the November 2018 private placement to purchase common stock in a new private placement (Note 2). |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Leases | Leases In February 2016, the FASB issued ASU 2016-02, right-of-use The standard permits two transition methods, (1) to apply the new lease requirements at the beginning of the earliest period presented, or (2) to apply the new lease requirements at the effective date. The Company adopted Topic 842 as of January 1, 2019 using the effective date method, in which it did not restate prior periods. Upon adoption, the Company elected the package of practical expedients permitted under the transition guidance within Topic 842 which, among other things, allowed it to carry forward the historical lease classification. The adoption of Topic 842 on January 1, 2019 resulted in recognition of approximately $1.6 million of right-of-use |
New Accounting Pronouncements | New Accounting Pronouncements In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement 2018-03. In June 2018, the FASB issued ASU No. 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting 2018-07. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Assets and Liabilities Measured at Fair Value on Recurring Basis | Assets and liabilities measured at fair value on a recurring basis as of June 30, 2019 and December 31, 2018 were as follows: ($ in thousands) Fair Value Measurements at Reporting Date Using Description Balance as of Quoted Prices in Significant Other Significant Assets: Cash equivalents $ 24,706 $ 24,706 $ — $ — ($ in thousands) Fair Value Measurements at Reporting Date Using Description Balance as of Quoted Prices in Significant Other Significant Assets: Cash equivalents $ 24,437 $ 24,437 $ — $ — |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Earnings Per Share [Abstract] | |
Potential Dilutive Shares Excluded from Computation of Diluted Net Loss Per Share | Such potentially dilutive shares of common stock at June 30, 2019 and 2018 consisted of the following: June 30, 2019 2018 Stock options 5,077,591 4,303,802 Inducement stock options 500,000 — Unvested restricted stock 1,554,579 1,198,868 Warrants 18,939,394 — Preferred stock — 41,754,054 26,071,564 47,256,724 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Leases, Operating [Abstract] | |
Components of Lease Expense | The components of lease expense were as follows: (in thousands) Three Months Ended Six Months Ended Operating lease cost $ 182 $ 360 Total lease cost $ 182 $ 360 Weighted-average remaining lease term (years) 2.40 2.40 Weighted-average discount rate 8.00 % 8.00 % |
Lessee, Operating Lease, Liability, Maturity | As of June 30, 2019, the maturities of the Company’s operating lease liabilities were as follows (in thousands): Maturity of Lease Liabilities Operating Leases 2019 (excluding the six months ended June 30, 2019) 373 2020 755 2021 491 Total lease payments $ 1,619 Less: Imputed Interest and Adjustments 181 Present value of lease payments $ 1,438 |
Future Net Minimum Lease Payments under Operating Leases | For comparative purposes, the Company’s aggregate future minimum non-cancellable 2019 723 2020 736 2021 488 Future minimum lease payments, net $ 1,947 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
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 June 30, For the six months ended June 30, (in thousands) 2019 2018 2019 2018 Research and development $ 297 $ 609 $ 729 $ 1,212 General and administrative 1,502 1,102 2,526 4,158 Stock-based compensation expense $ 1,799 $ 1,711 $ 3,255 $ 5,370 |
Fair Value of Stock Options Assumptions Using Black-Scholes Option Valuation Model | For the three months ended June 30, 2019 and 2018, 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 June 30, 2019 2018 Risk-free interest rate 1.89 - 2.42% 2.66 - 2.91% Expected life in years 5.75 - 6.25 6 Expected volatility 72.68 - 78.85% 81.48 - 81.66% Expected dividend yield 0 0 |
Stock Option Activity under Stock Option Plan | Stock option activity under the Company’s stock option plan for the six months ended June 30, 2019 is as follows: (in thousands, except share and per share data) Number of Weighted- Weighted- Aggregate Outstanding, December 31, 2018 5,277,085 $ 4.24 Granted 1,695,755 2.54 Exercised (332,416 ) 2.95 Cancelled (1,562,833 ) 4.14 Outstanding, June 30, 2019 5,077,591 $ 3.78 7.91 $ 12,463 Options exercisable, June 30, 2019 2,378,158 $ 4.90 5.93 $ 4,220 Options exercisable, December 31, 2018 3,099,935 $ 5.15 4.93 $ 88 Options available for future grant 4,069,982 |
Summary of Unvested Restricted Stock | A summary of the status of unvested restricted stock for the six months ended June 30, 2019 is as follows: Number of Shares Weighted-Average Non-vested, 682,070 $ 3.47 Granted 1,393,536 2.24 Vested (446,428 ) 2.24 Cancelled (74,599 ) 3.41 Non-vested, 1,554,579 $ 2.90 |
Business - Additional Informati
Business - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 6 Months Ended | ||
Jul. 31, 2019 | Jun. 30, 2019 | Jul. 29, 2019 | Dec. 31, 2018 | |
Cash and cash equivalents | $ 43,563 | $ 61,729 | ||
Accumulated deficit | (594,383) | $ (566,329) | ||
Research and development expense related to joint venture | $ 35,000 | |||
Private Placement [Member] | ||||
Number of securities into which the class of warrant converted | 18,939,394 | |||
Warrant Exercise Per share | $ 3.01 | |||
Subsequent Event [Member] | ||||
Proceeds from private placement | $ 45,000 | |||
Subsequent Event [Member] | Private Placement [Member] | ||||
Number of securities into which the class of warrant converted | 15,015,152 | |||
Warrant Exercise Per share | $ 3.01 | |||
Subsequent Event [Member] | New Warrants [Member] | Private Placement [Member] | ||||
Number of securities into which the class of warrant converted | 15,015,152 | |||
Warrant Exercise Per share | $ 7 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Detail) $ in Thousands | Jun. 30, 2019USD ($) |
Summary Of Significant Accounting Policies [Line Items] | |
Total operating lease liabilities | $ 1,438 |
Operating Lease, Right-of-Use Asset | $ 1,438 |
Lessee, Operating Lease, Term of Contract | 12 months |
ASU 2016-02 | |
Summary Of Significant Accounting Policies [Line Items] | |
Total operating lease liabilities | $ 1,600 |
Operating Lease, Right-of-Use Asset | $ 1,600 |
Assets and Liabilities Measured
Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 24,706 | $ 24,437 |
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 | $ 24,706 | $ 24,437 |
Potential Dilutive Shares Exclu
Potential Dilutive Shares Excluded from Computation of Diluted Net Loss Per Share (Detail) - shares | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 26,071,564 | 47,256,724 |
Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 18,939,394 | |
Stock Options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 5,077,591 | 4,303,802 |
Stock Options | Two Thousand Twelve Stock Option Plan [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 500,000 | |
Unvested Restricted Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 1,554,579 | 1,198,868 |
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 | 41,754,054 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Detail) - USD ($) $ in Thousands | 6 Months Ended | ||||
Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Jan. 01, 2018 | May 31, 2015 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||
Accumulated deficit | $ (594,383) | $ (566,329) | |||
Collaboration revenue | $ 146 | ||||
Difference between Revenue Guidance in Effect before and after Topic 606 | |||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||
Accumulated deficit | $ 8,100 | ||||
ARES Trading License | |||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||
Deferred revenue, upfront payment | $ 57,500 | ||||
ARES Trading License | Difference between Revenue Guidance in Effect before and after Topic 606 | |||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||
Collaboration revenue | 0 | ||||
License Agreement With Precigen | |||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||
Collaboration revenue | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Thousands | May 28, 2019USD ($) | Oct. 05, 2018USD ($) | Jan. 13, 2015USD ($) | Aug. 24, 2004USD ($)Patent | Jul. 31, 2015USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017 | Nov. 28, 2020USD ($) | Feb. 19, 2019USD ($) |
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||
Research and development expense | $ 9,998 | $ 7,489 | $ 19,474 | $ 17,672 | ||||||||||
Research and development arrangement Terms | Pursuant to the Research and Development Agreement, the Company, Precigen and MD Anderson formed a joint steering committee to oversee and manage the new and ongoing research programs. Under the License Agreement with Precigen, the Company and Precigen agreed that Precigen would no longer participate on the joint steering committee after the date of the License Agreement. 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. | |||||||||||||
Cash balance | 43,563 | 43,563 | $ 61,729 | |||||||||||
Agreement commencement date | 2015-05 | |||||||||||||
MD Anderson License and the Research and Development Agreement Member [Member] | ||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||
Research and development service agreement aggregate quarterly payments | 3,000 | 2,200 | ||||||||||||
Cash resources on hand | 24,200 | 27,800 | 24,200 | 27,800 | ||||||||||
CRADA Agreement [Member] | ||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||
Obligations due under contract | $ 5,000 | |||||||||||||
Remaining contractual obligation | $ 6,300 | |||||||||||||
Quarterly payments under contract | 600 | $ 600 | 1,300 | 1,300 | ||||||||||
Gorilla IL12 Products [Member] | Parent [Member] | ||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||
Percentage of development costs | 80.00% | |||||||||||||
Percentage of operating profits | 80.00% | |||||||||||||
CAR Products [Member] | ||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||
Amount of royalties receivable | $ 50,000 | |||||||||||||
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 | |||||||||||||
Number of products | Patent | 2 | |||||||||||||
ARES Trading License | ||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||
Research and development expense | 36 | 0 | 36 | |||||||||||
License Agreement with the National Cancer Institute [Member] | ||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||
Reimbursement of historical costs | $ 46 | |||||||||||||
Expected Cash Payment Payable | 1,500 | |||||||||||||
Minimum Royalties Amount Payable | $ 300 | |||||||||||||
Description Of First Annual Royalty Payable | The first minimum annual royalty payment is payable on the date that is eighteen months following the date of the Patent License | |||||||||||||
Description Of First Benchmark Payable | The first benchmark payment of $0.1 million will be due upon the initiation of the Company’s first sponsored phase 1 clinical trial of a licensed product or licensed process in the field of use licensed under the Patent License. | |||||||||||||
Description Of option To terminate Agreement | The NCI may terminate or modify the Patent License in the event of a material breach, including if the Company does not meet certain milestones by certain dates, or upon certain insolvency events that remain uncured following the date that is 90 days following written notice of such breach or insolvency event | |||||||||||||
Agreement termination, notice period | 60 days | |||||||||||||
License Agreement with the National Cancer Institute [Member] | Performance Based Payments Member [Member] | ||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||
Aggregate Benchmark Payments Payable | $ 4,300 | |||||||||||||
License Agreement with the National Cancer Institute [Member] | One Time Benchmark Payments [Member] | ||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||
Potential Benchmark Payments Payable | 12,000 | |||||||||||||
License Agreement with the National Cancer Institute [Member] | Scenario, Forecast [Member] | ||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||
Expected Cash Payment Payable | $ 1,500 | |||||||||||||
Minimum Royalties Amount Payable | $ 100 | |||||||||||||
License Agreement with the National Cancer Institute [Member] | Due With In One Eighty Days [Member] | ||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||
Expected Cash Payment Payable | 500 | |||||||||||||
License Agreement with the National Cancer Institute [Member] | Due With In One Eighty Days to Three Sixty Days [Member] | ||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||
Expected Cash Payment Payable | 500 | |||||||||||||
License Agreement with the National Cancer Institute [Member] | Post Marketing Approval [Member] | Performance Based Payments Member [Member] | ||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||
Aggregate Benchmark Payments Payable | 3,000 | |||||||||||||
License Agreement with the National Cancer Institute [Member] | licensed products [Member] | One Time Benchmark Payments [Member] | ||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||
Maximum Sales Revenue On Which Benchmark Payments Payable | $ 1,000,000 | |||||||||||||
Prepaid Expenses and Other Current Assets | MD Anderson License | ||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||
Cash balance | 19,400 | 18,400 | 19,400 | 18,400 | ||||||||||
Other Noncurrent Assets | MD Anderson License and the Research and Development Agreement Member [Member] | ||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||
Cash resources on hand | 4,800 | 4,800 | ||||||||||||
Other Noncurrent Assets | MD Anderson License | ||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||
Cash balance | 4,800 | $ 9,400 | 4,800 | $ 9,400 | ||||||||||
Current Liabilities [Member] | License Agreement with the National Cancer Institute [Member] | ||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||
Reimbursement of historical costs | 46 | 46 | ||||||||||||
Expected Cash Payment Payable | $ 1,500 | $ 1,500 | ||||||||||||
Intrexon Corporation | ||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||
Licensing fee | $ 115,000 | |||||||||||||
Research and development expense | $ 1,000 | |||||||||||||
Upfront payment received | $ 57,500 | |||||||||||||
Percentage of upfront fee Payable | 50.00% | |||||||||||||
Annual Licensing fee | 100 | |||||||||||||
Reimbursement of historical costs | 1,000 | |||||||||||||
Expected additional milestones payable | $ 52,500 | |||||||||||||
Intrexon Corporation | Gorilla IL12 Products [Member] | ||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||
Percentage of development costs | 20.00% | |||||||||||||
Percentage of operating profits | 20.00% | |||||||||||||
Intrexon Corporation | T-cell receptor | ||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||
Maximum royalty amount | $ 100,000 | |||||||||||||
Portion of income payable to related party | 20.00% | |||||||||||||
Minimum | MD Anderson License and the Research and Development Agreement Member [Member] | ||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||
Research and development expense | $ 15,000 | |||||||||||||
Maximum | MD Anderson License and the Research and Development Agreement Member [Member] | ||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||
Research and development expense | $ 20,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Jun. 29, 2016 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2015 |
Related Party Transaction [Line Items] | |||||||
Change in fair value of derivative liability | $ 183,000 | $ 211,000 | |||||
Amounts expensed for services incurred | $ 14,753,000 | 12,378,000 | $ 28,374,000 | 28,720,000 | |||
Research and development expense | 9,998,000 | 7,489,000 | 19,474,000 | 17,672,000 | |||
MD Anderson License and the Research and Development Agreement Member [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Research and development service agreement aggregate quarterly payments | 3,000,000 | 2,200,000 | |||||
Cash resources on hand | 24,200,000 | 27,800,000 | 24,200,000 | 27,800,000 | |||
MD Anderson License and the Research and Development Agreement Member [Member] | Other Current Assets [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Cash resources on hand | 19,400,000 | 19,400,000 | |||||
MD Anderson License and the Research and Development Agreement Member [Member] | Other Noncurrent Assets [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Cash resources on hand | 4,800,000 | 4,800,000 | |||||
Series 1 Preferred Stock | |||||||
Related Party Transaction [Line Items] | |||||||
Temporary equity, fair value | 5,400,000 | 5,400,000 | |||||
Change in fair value of derivative liability | 200 | ||||||
License Agreement | M.D. Anderson Cancer Center | |||||||
Related Party Transaction [Line Items] | |||||||
Issuance of common stock in licensing agreement (in shares) | 11,722,163 | ||||||
Research and development expense | $ 67,300,000 | ||||||
Cooperative Research and Development Agreement | M.D. Anderson Cancer Center | |||||||
Related Party Transaction [Line Items] | |||||||
Research and development service agreement aggregate quarterly payments | 2,700,000 | ||||||
Research and development service agreement aggregate payments | 41,900,000 | ||||||
Intrexon Corporation/Precigen | |||||||
Related Party Transaction [Line Items] | |||||||
Amounts expensed for services incurred | 1,500,000 | 4,700,000 | |||||
Amount due to related party, current | $ 1,100,000 | $ 1,900,000 | $ 1,100,000 | $ 1,900,000 | |||
Research and development expense | $ 1,000,000 | ||||||
Intrexon Corporation/Precigen | Series 1 Preferred Stock | |||||||
Related Party Transaction [Line Items] | |||||||
Issuance of common stock in licensing agreement (in shares) | 100,000 | 3,734 |
Settlement of a Related Party_2
Settlement of a Related Party Relationship - Additional Information (Detail) - USD ($) $ in Thousands | Oct. 05, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 |
Transaction advisory costs recognized as expense | $ 2,000 | |||||
Research and development expense | $ 9,998 | $ 7,489 | $ 19,474 | $ 17,672 | ||
Accrued expenses | $ 8,799 | $ 8,799 | 8,763 | |||
Gorilla IL-12 Products | ||||||
Percentage of development cost shared by other party | 80.00% | |||||
Percentage of operating profit shared by other party | 80.00% | |||||
Intrexon Corporation/Precigen | ||||||
Annual Licensing fee | $ 100 | |||||
Reimbursement of historical costs | 1,000 | |||||
Preferred stock, contract liability, derivative liability | 163,300 | |||||
Increase in accumulated deficit | 49,500 | |||||
Related party transaction, amounts of transaction | 212,800 | |||||
Research and development expense | $ 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 | $ 50,000 | |||||
Intrexon Corporation/Precigen | Gorilla IL-12 Products | ||||||
Percentage of development cost shared by other party | 20.00% | |||||
Percentage of operating profit shared by other party | 20.00% | |||||
Third Party Vendor | ||||||
Transaction advisory costs recognized as expense | $ 7,400 | |||||
Series 1 Preferred Stock [Member] | ||||||
Transaction advisory costs recognized as expense | 5,400 | |||||
Series 1 Preferred Stock [Member] | Intrexon Corporation/Precigen | ||||||
Consideration transferred | 207,300 | |||||
Preferred Stock Redemption Discount | $ 5,400 |
Lease expense (Detail)
Lease expense (Detail) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2019USD ($) | Jun. 30, 2019USD ($) | |
Operating lease cost | $ 182 | $ 360 |
Total lease cost | $ 182 | $ 360 |
Weighted-average remaining lease term (years) | 2 years 4 months 24 days | 2 years 4 months 24 days |
Weighted-average discount rate | 8.00% | 8.00% |
Operating lease liabilities (De
Operating lease liabilities (Detail) $ in Thousands | Jun. 30, 2019USD ($) |
2019 (excluding the six months ended June 30, 2019) | $ 373 |
2020 | 755 |
2021 | 491 |
Total lease payments | 1,619 |
Less: Imputed Interest and Adjustments | 181 |
Present value of lease payments | $ 1,438 |
Future minimum current and non-
Future minimum current and non-current lease liabilities (Detail) $ in Thousands | Dec. 31, 2018USD ($) |
2019 | $ 723 |
2020 | 736 |
2021 | 488 |
Future minimum lease payments, net | $ 1,947 |
Leases - Additional Information
Leases - Additional Information (Details) $ in Thousands | Mar. 12, 2019USD ($)ft² | Jun. 30, 2018USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Jan. 01, 2019USD ($) | Dec. 31, 2018USD ($) | Jan. 30, 2018USD ($)ft² |
Land Subject to Ground Leases | ft² | 1,038 | ||||||
Lessee Operating Lease Monthly Average Rental Payment | $ 2 | ||||||
Operating Lease, Payments | $ 400 | ||||||
Total rent expense | $ 200 | $ 400 | |||||
Security Deposit | 2 | ||||||
Operating Lease, Right-of-Use Asset | 1,438 | ||||||
Operating Lease, Liability | 1,438 | ||||||
Boston, MA | |||||||
Security Deposit | $ 100 | $ 100 | |||||
Sublease term amendment | Aug. 31, 2021 | ||||||
Operating lease expiration month and year | 2016-08 | ||||||
Houston, TX | |||||||
Operating Lease Area | ft² | 210 | ||||||
Operating Leases Future Minimum Monthly Payment Due Through Year 2021 | $ 1 | ||||||
Adjustments for New Accounting Pronouncement [Member] | |||||||
Operating Lease, Right-of-Use Asset | $ 1,600 | ||||||
Operating Lease, Liability | $ 1,600 |
Stock-Based Compensation Expens
Stock-Based Compensation Expense Included in Statement of Operations (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | $ 1,799 | $ 1,711 | $ 4,255 | $ 5,370 |
Research and Development Expense | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | 297 | 609 | 729 | 1,212 |
General and Administrative Expense | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | $ 1,502 | $ 1,102 | $ 2,526 | $ 4,158 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) | Jan. 06, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 13, 2019 | May 12, 2018 | Feb. 15, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock options, granted | 199,422 | 198,000 | 1,695,755 | 205,500 | ||||
Weighted-average grant date fair value | $ 3.13 | $ 3.06 | $ 1.80 | $ 3.06 | ||||
Number of shares issued for accrued annual performance bonus | 446,428 | |||||||
Director | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Extended contractual life | 52,500 | 117,500 | ||||||
Director One [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Extended contractual life | 126,700 | |||||||
Additional stock-based compensation expense | $ 400,000 | $ 500,000 | $ 400,000 | $ 500,000 | ||||
Officer [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Extended contractual life | 751,667 | |||||||
Unvested Stock | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Unrecognized compensation costs related to unvested restricted stock outstanding | 5,600,000 | $ 5,600,000 | ||||||
Expected recognition period | 1 year 6 months 29 days | |||||||
Unvested Restricted Common Stock | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Unrecognized compensation costs related to unvested restricted stock outstanding | $ 3,300,000 | $ 3,300,000 | ||||||
Expected recognition period | 1 year 6 months 14 days |
Fair Value of Stock Options Ass
Fair Value of Stock Options Assumptions Using Black-Scholes Option Valuation Model (Detail) | 3 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Risk-free interest rate, Minimum | 1.89% | 2.66% |
Risk-free interest rate, Maximum | 2.42% | 2.91% |
Expected life in years | 6 years | |
Expected volatility, Minimum | 72.68% | 81.48% |
Expected volatility, Maximum | 78.85% | 81.66% |
Expected dividend yield | 0.00% | 0.00% |
Maximum [Member] | ||
Expected life in years | 6 years 3 months | |
Minimum [Member] | ||
Expected life in years | 5 years 9 months |
Stock Option Activity Under Sto
Stock Option Activity Under Stock Option Plan (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Number of Shares | |||||
Beginning Balance | 5,277,085 | ||||
Granted | 199,422 | 198,000 | 1,695,755 | 205,500 | |
Exercised | (332,416) | ||||
Cancelled | (1,562,833) | ||||
Ending Balance | 5,077,591 | 5,077,591 | 5,277,085 | ||
Options exercisable, at end of period | 2,378,158 | 2,378,158 | 3,099,935 | ||
Options available for future grant | 4,069,982 | 4,069,982 | |||
Weighted Average Exercise Price | |||||
Beginning Balance | $ 4.24 | ||||
Granted | 2.54 | ||||
Exercised | 2.95 | ||||
Cancelled | 4.14 | ||||
Ending Balance | $ 3.78 | 3.78 | $ 4.24 | ||
Options exercisable, at end of period | $ 4.90 | $ 4.90 | $ 5.15 | ||
Weighted Average Contractual Term (Years) | |||||
Outstanding, at end of period | 7 years 10 months 27 days | ||||
Options exercisable, at end of period | 5 years 11 months 4 days | 4 years 11 months 4 days | |||
Aggregate Intrinsic Value | |||||
Outstanding, at end of period | $ 12,463 | $ 12,463 | |||
Options exercisable, at end of period | $ 4,220 | $ 4,220 | $ 88 |
Summary of Non-Vested Restricte
Summary of Non-Vested Restricted Stock (Detail) - Unvested Restricted Common Stock | 6 Months Ended |
Jun. 30, 2019$ / sharesshares | |
Number of Shares | |
Beginning Balance | shares | 682,070 |
Granted | shares | 1,393,536 |
Vested | shares | (446,428) |
Cancelled | shares | (74,599) |
Ending Balance | shares | 1,554,579 |
Weighted Average Grant Date Fair Value | |
Beginning Balance | $ / shares | $ 3.47 |
Granted | $ / shares | 2.24 |
Vested | $ / shares | 2.24 |
Cancelled | $ / shares | 3.41 |
Ending Balance | $ / shares | $ 2.90 |
Preferred Stock - Additional In
Preferred Stock - Additional Information (Detail) - Intrexon Corporation/Precigen - Series 1 Preferred Stock - $ / shares | Jun. 29, 2016 | Jun. 30, 2018 |
Equity [Line Items] | ||
Issuance of common stock in licensing agreement (in shares) | 100,000 | 3,734 |
Preferred stock, stated value | $ 1,200 |
Warrants - Additional Informati
Warrants - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | |
Fair Value Assumptions Expected volatility Rate Maximum | 78.85% | 81.66% | |
Fair Value Assumptions Risk Free Interest Rate Maximum | 2.42% | 2.91% | |
Fair Value Assumptions Expected Term1 | 6 years | ||
Fair Value Assumptions Expected Dividend Rate | 0.00% | 0.00% | |
Securities Purchase Agreement [Member] | |||
Gross proceeds received | $ 47.1 | ||
Private Placement [Member] | |||
Number of securities into which the class of warrant converted | 18,939,394 | 18,939,394 | |
Warrant Exercise Per share | $ 3.01 | $ 3.01 | |
fair value of adjustment of warrants | $ 18.4 | ||
Fair Value Assumptions Expected volatility Rate Maximum | 71.00% | ||
Fair Value Assumptions Risk Free Interest Rate Maximum | 2.99% | ||
Fair Value Assumptions Expected Term1 | 5 years | ||
Fair Value Assumptions Expected Dividend Rate | 0.00% |