Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Feb. 15, 2018 | Jun. 30, 2017 | |
Document and Entity Information | |||
Entity Registrant Name | GENOCEA BIOSCIENCES, INC. | ||
Entity Central Index Key | 1,457,612 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Common Stock, Shares Outstanding | 82,099,898 | ||
Entity Public Float | $ 100,317,709 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 12,273 | $ 27,424 |
Investments, current portion | 0 | 35,938 |
Prepaid expenses and other current assets | 808 | 926 |
Total current assets | 13,081 | 64,288 |
Property and equipment, net | 3,460 | 4,871 |
Restricted cash | 316 | 316 |
Other non-current assets | 631 | 421 |
Total assets | 17,488 | 69,896 |
Current liabilities: | ||
Accounts payable | 3,516 | 3,043 |
Accrued expenses and other current liabilities | 5,604 | 4,178 |
Current portion of long-term debt | 6,659 | 3,149 |
Total current liabilities | 15,779 | 10,370 |
Non-current liabilities: | ||
Long-term debt | 7,652 | 13,809 |
Other non-current liabilities | 107 | 176 |
Total liabilities | 23,538 | 24,355 |
Commitments and contingencies (Note 8) | ||
Stockholders’ equity: | ||
Common stock, $0.001 par value; Authorized - 175,000 shares; Issued - 28,446 and 28,161 shares at December 31, 2016 and December 31, 2015, respectively; outstanding - 28,445 and 28,152 at December 31, 2016 and December 31, 2015, respectively | 29 | 28 |
Additional paid-in-capital | 258,114 | 252,996 |
Accumulated deficit | (264,193) | (207,483) |
Total stockholders’ equity (deficit) | (6,050) | 45,541 |
Total liabilities and stockholders’ equity | $ 17,488 | $ 69,896 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 175,000,000 | 175,000,000 |
Common stock, shares issued (in shares) | 28,734,898 | 28,446,000 |
Common stock, shares outstanding | 28,735,000 | 28,445,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | |||
Grant revenue | $ 0 | $ 235 | $ 670 |
Operating expenses: | |||
Research and development | 39,204 | 34,645 | 28,049 |
General and administrative | 13,433 | 15,427 | 13,987 |
Restructuring costs | 2,618 | 0 | 0 |
Refund of research and development expense | 0 | (1,592) | 0 |
Total operating expenses | 55,255 | 48,480 | 42,036 |
Loss from operations | (55,255) | (48,245) | (41,366) |
Other income and expense: | |||
Interest income | 250 | 410 | 163 |
Interest expense | (1,705) | (1,738) | (1,280) |
Total other income and expense | (1,455) | (1,328) | (1,117) |
Net loss | (56,710) | (49,573) | (42,483) |
Unrealized loss on available-for-sale securities | 0 | 0 | (7) |
Comprehensive loss | (56,710) | (49,573) | (42,490) |
Reconciliation of net loss to net loss applicable to common stockholders | |||
Net loss | $ (56,710) | $ (49,573) | $ (42,483) |
Net loss per share attributable to common stockholders-basic and diluted (in USD per share) | $ (1.98) | $ (1.75) | $ (1.74) |
Weighted-average number of common shares used in net loss per share attributable to common stockholders - basic and diluted (in shares) | 28,603 | 28,299 | 24,460 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Statement of Comprehensive Income [Abstract] | |||||||||||
Net loss | $ (10,732) | $ (16,868) | $ (15,375) | $ (13,735) | $ (16,034) | $ (12,765) | $ (11,023) | $ (9,751) | $ (56,710) | $ (49,573) | $ (42,483) |
Other comprehensive income (loss): | |||||||||||
Unrealized loss on available-for-sale securities | 0 | 0 | (7) | ||||||||
Comprehensive loss | $ (56,710) | $ (49,573) | $ (42,490) |
Consolidated Statements of Conv
Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) shares in Thousands, $ in Thousands | Total | Secondary public offering | Employee stock purchase plan | Common Shares | Common SharesSecondary public offering | Common SharesEmployee stock purchase plan | Additional Paid-In Capital | Additional Paid-In CapitalSecondary public offering | Additional Paid-In CapitalEmployee stock purchase plan | Other Comprehensive Income | Accumulated Deficit |
Balance - Stockholders' Equity (Deficit) at Dec. 31, 2014 | $ 32,507 | $ 18 | $ 147,923 | $ (7) | $ (115,427) | ||||||
Balance - Stockholders' Equity (Deficit) (in shares) at Dec. 31, 2014 | 17,852 | ||||||||||
Increase (Decrease) in Redeemable Convertible Preferred Stock and Stockholders' (Deficit) Equity | |||||||||||
Issuance of common stock | $ 95,183 | $ 213 | $ 10 | $ 95,173 | $ 213 | ||||||
Issuance of common stock (in shares) | 10,123 | 41 | |||||||||
Exercise of stock options | 383 | 383 | |||||||||
Exercise of stock options (in shares) | 128 | ||||||||||
Vesting of restricted stock | 10 | 10 | |||||||||
Vesting of restricted stock (in shares) | 8 | ||||||||||
Stock-based compensation expense | 3,848 | 3,848 | |||||||||
Net loss | (42,483) | (42,483) | |||||||||
Balance - Stockholders' Equity (Deficit) at Dec. 31, 2015 | 89,661 | $ 28 | 247,550 | (7) | (157,910) | ||||||
Balance - Stockholders' Equity (Deficit) (in shares) at Dec. 31, 2015 | 28,152 | ||||||||||
Increase (Decrease) in Redeemable Convertible Preferred Stock and Stockholders' (Deficit) Equity | |||||||||||
Issuance of common stock | 815 | 247 | 815 | 247 | |||||||
Issuance of common stock (in shares) | 136 | 71 | |||||||||
Exercise of stock options | 227 | 227 | |||||||||
Exercise of stock options (in shares) | 79 | ||||||||||
Vesting of restricted stock | 10 | 10 | |||||||||
Vesting of restricted stock (in shares) | 7 | ||||||||||
Stock-based compensation expense | 4,147 | 4,147 | |||||||||
Unrealized loss on investments | 7 | ||||||||||
Net loss | (49,573) | (49,573) | |||||||||
Balance - Stockholders' Equity (Deficit) at Dec. 31, 2016 | 45,541 | $ 28 | 252,996 | 0 | (207,483) | ||||||
Balance - Stockholders' Equity (Deficit) (in shares) at Dec. 31, 2016 | 28,445 | ||||||||||
Increase (Decrease) in Redeemable Convertible Preferred Stock and Stockholders' (Deficit) Equity | |||||||||||
Issuance of common stock | $ 246 | $ 180 | $ 1 | $ 245 | $ 180 | ||||||
Issuance of common stock (in shares) | 52 | 73 | |||||||||
Exercise of stock options | 459 | 459 | |||||||||
Exercise of stock options (in shares) | 163 | ||||||||||
Vesting of restricted stock | 0 | 0 | |||||||||
Vesting of restricted stock (in shares) | 2 | ||||||||||
Stock-based compensation expense | 4,234 | 4,234 | |||||||||
Unrealized loss on investments | (56,710) | 0 | |||||||||
Net loss | (56,710) | (56,710) | |||||||||
Balance - Stockholders' Equity (Deficit) at Dec. 31, 2017 | $ (6,050) | $ 29 | $ 258,114 | $ 0 | $ (264,193) | ||||||
Balance - Stockholders' Equity (Deficit) (in shares) at Dec. 31, 2017 | 28,735 |
Consolidated Statements of Con7
Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) (Parenthetical) - Additional Paid-In Capital - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2015 | |
Secondary public offering | ||
Issuance of stock, issuance costs | $ 509 | |
Private placement | ||
Issuance of stock, issuance costs | $ 1 | $ 3 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Operating activities | |||
Net loss | $ (56,710) | $ (49,573) | $ (42,483) |
Adjustments to reconcile net loss to net cash used in operating activities | |||
Depreciation and amortization | 1,516 | 1,813 | 1,051 |
Stock-based compensation | 4,234 | 4,147 | 3,848 |
Non-cash interest expense | 502 | 481 | 369 |
Asset impairment | 1,028 | 0 | 0 |
Gain on sale of equipment | (22) | 0 | 0 |
Changes in operating assets and liabilities: | |||
Prepaid expenses and other current assets | 12 | (37) | 266 |
Other long-term assets | (14) | 25 | (399) |
Accounts payable | 491 | 1,190 | (1,431) |
Deferred revenue | 0 | (235) | (670) |
Accrued expenses and other liabilities | 1,364 | 354 | 1,089 |
Net cash used in operating activities | (47,599) | (41,835) | (38,360) |
Investing activities | |||
Purchases of property and equipment | (1,178) | (2,538) | (2,784) |
Proceeds from sale of equipment | 150 | 0 | 0 |
Proceeds from maturities of investments | 36,090 | 79,313 | 27,498 |
Purchases of investments | (153) | (26,064) | (89,651) |
Net cash provided by (used in) investing activities | 34,909 | 50,711 | (64,937) |
Financing activities | |||
Deferred financing costs from 2018 underwritten public offering | (197) | 0 | 0 |
Proceeds from issuance of long-term debt, net of issuance costs | 0 | 0 | 4,719 |
Repayment of long-term debt | (3,149) | 0 | 0 |
Proceeds from issuance of common stock under ESPP | 180 | 247 | 213 |
Proceeds from exercise of stock options | 459 | 227 | 383 |
Net cash (used in) provided by financing activities | (2,461) | 1,289 | 100,498 |
Net increase (decrease) in cash and cash equivalents | (15,151) | 10,165 | (2,799) |
Cash and cash equivalents at beginning of period | 27,424 | 17,259 | 20,058 |
Cash and cash equivalents at end of period | 12,273 | 27,424 | 17,259 |
Supplemental cash flow information | |||
Cash paid for interest | 1,189 | 1,255 | 897 |
Supplemental disclosure of non-cash investing and financing activities | |||
Property and equipment, net included in accounts payable and accrued expenses | 0 | 63 | 394 |
Underwritten public offering | |||
Financing activities | |||
Proceeds from underwritten public offering, net of issuance costs | $ 246 | $ 815 | $ 95,183 |
Organization and operations
Organization and operations | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and operations | Organization and operations The Company Genocea Biosciences, Inc. (the “Company”) is a biopharmaceutical company that was incorporated in Delaware on August 16, 2006 and has a principal place of business in Cambridge, Massachusetts. The Company seeks to discover and develop novel cancer vaccines through its AnTigen Lead Acquisition System ("ATLAS" TM ) proprietary discovery platform. The ATLAS platform is designed to recall a patient's pre-existing CD4+ and CD8+ T cell immune responses to their tumor to identify neoantigens and antigens for inclusion in vaccines that are designed to act through T cell (or cellular) immune responses. The Company believes that using ATLAS to identify neoantigens and antigens for inclusion in cancer vaccines could lead to more immunogenic and efficacious cancer vaccines. In September 2017, the Company announced a strategic shift to immuno-oncology and a focus on the development of neoantigen cancer vaccines. Currently, all of the Company’s research programs and product candidates in active development are at the preclinical stage. The Company's most advanced program in active development is its preclinical immuno-oncology program, GEN-009, a neoantigen cancer vaccine. The GEN-009 program leverages ATLAS to identify patient neoantigens, or newly formed antigens unique to each patient, that are associated with that individual's tumor. The Company is also exploring partnering opportunities in the development of cancer vaccines targeting tumor-associated antigens and a vaccine targeting cancers caused by Epstein-Barr Virus ("EBV"). The Company has one non-active Phase 3-ready product candidate, GEN-003, an investigational immunotherapy for the treatment of genital herpes. In September 2017, the Company announced it was exploring strategic alternatives for GEN-003. Consequently, substantially all GEN-003 spending and activities were ceased and the Company reduced its workforce by approximately 40 percent . The Company is devoting substantially all of its efforts to product research and development, initial market development, and raising capital. The Company has not generated any product revenue related to its primary business purpose to date and is subject to a number of risks similar to those of other preclinical stage companies, including dependence on key individuals, competition from other companies, the need and related uncertainty associated to the development of commercially viable products, and the need to obtain adequate additional financing to fund the development of its product candidates. The Company is also subject to a number of risks similar to other companies in the life sciences industry, including the uncertainty of success of its preclinical and clinical trials, regulatory approval of products, uncertainty of market acceptance of products, competition from substitute products and larger companies, the need to obtain additional financing, compliance with government regulations, protection of proprietary technology, dependence on third parties, product liability, and dependence on key individuals. As of December 31, 2017 , the Company had an accumulated deficit of approximately $ 264.2 million . The Company had cash and cash equivalents of $12.3 million at December 31, 2017 . In January 2018, the Company sold in concurrent public offerings (the "Concurrent Offerings") (i) 53,365,000 shares of the Company’s common stock and accompanying warrants to purchase up to 26,682,500 shares of common stock and (ii) 1,635 shares of the Company’s Series A convertible preferred stock, which are convertible into 1,635,000 shares of common stock and accompanying warrants to purchase up to 817,500 shares of common stock for net combined proceeds of approximately $51.7 million , after deducting approximately $3.3 million in underwriting discounts and commissions, excluding offering costs payable by us. The Company expects that existing cash and cash equivalents along with the proceeds from the Concurrent Offerings are sufficient to support operating expenses and capital expenditure requirements f or at least the next twelve months from the date of filing this Annual Report on Form 10-K. |
Summary of significant accounti
Summary of significant accounting policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of significant accounting policies | Summary of significant accounting policies Principles of Consolidation The consolidated financial statements include the accounts of Genocea Biosciences, Inc., and a wholly-owned subsidiary. All inter-company accounts and transactions have been eliminated. Basis of presentation and use of estimates The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. On an ongoing basis, the Company’s management evaluates its estimates, which include, but are not limited to, estimates related to prepaid and accrued research and development expenses, stock-based compensation expense, income taxes including the valuation allowance for deferred taxes and reported amounts of revenues and expenses during the reported period. The Company bases its estimates on historical experience and other market-specific or other relevant assumptions that it believes to be reasonable under the circumstances. Actual results may differ from those estimates or assumptions. Segment information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company and the Company’s chief operating decision maker view the Company’s operations and manage its business in one operating segment, which is the business of developing and commercializing cancer vaccines. The Company operates in only one geographic segment. Cash, cash equivalents and investments The Company determines the appropriate classification of its investments at the time of purchase. All liquid investments with original maturities of 90 days or less from the purchase date are considered to be cash equivalents. The Company’s current and non-current investments are comprised of certificates of deposit and government agency securities that are classified as available-for-sale in accordance with FASB ASC Topic 320, Investments—Debt and Equity Securities . The Company classifies investments available to fund current operations as current assets on its balance sheets. Investments are classified as non-current assets on the balance sheets if (i) the Company has the intent and ability to hold the investments for a period of at least one year and (ii) the contractual maturity date of the investments is greater than one year. Available-for-sale investments are recorded at fair value, with unrealized gains or losses included in Accumulated other comprehensive loss on the Company’s balance sheets. Realized gains and losses are determined using the specific identification method and are included as a component of Interest income or Interest expense, respectively. There were no realized gains or losses recognized for the years ended December 31, 2017 , 2016 and 2015 . The Company reviews investments for other-than-temporary impairment whenever the fair value of an investment is less than the amortized cost and evidence indicates that an investment’s carrying amount is not recoverable within a reasonable period of time. To determine whether an impairment is other-than-temporary, the Company considers its intent to sell, or whether it is more likely than not that the Company will be required to sell the investment before recovery of the investment’s amortized cost basis. Evidence considered in this assessment includes reasons for the impairment, the severity and the duration of the impairment and changes in value subsequent to period end. As of December 31, 2017 , there were no investments with a fair value that was significantly lower than the amortized cost basis or any investments that had been in an unrealized loss position for a significant period. Concentrations of credit risk and off-balance sheet risk Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash, cash equivalents and investments. The Company’s cash, cash equivalents and investments are held in accounts with financial institutions that management believes are creditworthy. The Company’s investment policy includes guidelines on the quality of the institutions and financial instruments and defines allowable investments that the Company believes minimizes the exposure to concentration of credit risk. These amounts at times may exceed federally insured limits. The Company has not experienced any credit losses in such accounts and does not believe it is exposed to any significant credit risk on these funds. The Company has no financial instruments with off-balance sheet risk of loss. Deferred financing costs Offering costs related to debt and equity financing primarily consist of direct and incremental external expenses. In accordance with ASU No. 2015-03, Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”), the Company presents debt issuance costs related to a recognized debt liability in the balance sheet as a direct deduction of the carrying value of the debt liability, consistent with the accounting treatment of debt discounts. The amortization of deferred debt financing costs follows the effective interest rate method. Offering costs related to registration statements and the initiation of the ATM are recorded as an asset and are reclassified to equity on a pro-rata basis based upon the successful selling of common shares compared to the available limits in either equity program. The costs are reviewed for impairment and will be recorded to expense if and when the Company determines that future equity offerings are not probable of occurring. At December 31, 2017 and 2016 , the Company had $571 thousand and $339 thousand of deferred offering costs, respectively, recorded as an Other non-current asset. Fair value of financial instruments The Company is required to disclose information on all assets and liabilities reported at fair value that enables an assessment of the inputs used in determining the reported fair values. FASB ASC Topic 820, Fair Value Measurement and Disclosures (“ASC 820”), established a hierarchy of inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the financial instrument based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the financial instrument and are developed based on the best information available in the circumstances. The fair value hierarchy applies only to the valuation inputs used in determining the reported or disclosed fair value of the financial instruments and is not a measure of the investment credit quality. Fair value measurements are classified and disclosed in one of the following three categories: • Level 1—Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. • Level 2—Valuations based on quoted prices for similar assets or liabilities in markets that are not active or for which all significant inputs are observable, either directly or indirectly. • Level 3—Valuations that require inputs that reflect the Company’s own assumptions that are both significant to the fair value measurement and unobservable. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Financial instruments measured at fair value on a recurring basis include cash equivalents and investments (Note 3). An entity may elect to measure many financial instruments and certain other items at fair value at specified election dates. Subsequent unrealized gains and losses on items for which the fair value option has been elected will be reported in net loss. The Company did not elect to measure any additional financial instruments or other items at fair value. The Company is also required to disclose the fair value of financial instruments not carried at fair value. The fair value of the Company’s long-term debt (Note 6) is determined using current applicable rates for similar instruments as of the balance sheet dates and assessment of the credit rating of the Company. The carrying value of the Company’s long-term debt approximates fair value because the Company’s interest rate yield is near current market rates. The Company’s long-term debt is considered a Level 3 liability within the fair value hierarchy. There have been no changes to the valuation methods utilized by the Company during the three years ended December 31, 2017 . The Company evaluates transfers between levels at the end of each reporting period. There were no transfers of financial instruments between levels during the years ended December 31, 2017 , 2016 and 2015 . Derivative Instruments The Company occasionally issues financial instruments in which a derivative instrument is “embedded”. Upon issuing the financial instrument, the Company assesses whether the economic characteristics of the embedded derivative are clearly and closely related to the economic characteristics of the remaining component of the financial instrument (i.e., the host contract) and whether a separate, non-embedded instrument with the same terms as the embedded instrument would meet the definition of a derivative instrument. When it is determined that (1) the embedded derivative possesses economic characteristics that are not clearly and closely related to the economic characteristics of the host contract and (2) a separate, stand-alone instrument with the same terms would qualify as a derivative instrument, the embedded derivative is separated from the host contract and carried at fair value with any changes in fair value recorded in current period earnings. In connection with the issuance of the 2014 Term Loan and the First Amendment (Note 6), the Company evaluated all features of the agreement noting none that required bifurcation under FASB ASC Topic 815, Derivatives and Hedging (“ASC 815”). Property and equipment Property and equipment is stated at cost, less accumulated depreciation. Maintenance and repairs that do not improve or extend the lives of the respective assets are expensed to operations as incurred, while costs of major additions and betterments are capitalized. Upon disposal, the related cost and accumulated depreciation is removed from the accounts and any resulting gain or loss is included in the statements of operations and comprehensive loss. Depreciation is recorded using the straight-line method over the estimated useful lives of the respective assets, which are as follows: Asset Estimated useful life Laboratory equipment 5 Furniture and office equipment 5 Computer hardware and software 3-5 years Leasehold improvements Shorter of the useful life or remaining lease term Development of Software for Internal Use The Company accounts for the costs of software developed or obtained for internal use in accordance with ASC 350-40, Internal-Use Software . Costs of materials, consultants, payroll, and payroll-related costs for employees incurred in developing internal-use software are capitalized as incurred. These costs are included in Property and equipment, net. Costs incurred during the preliminary project and post-implementation stages are charged to expense. Amortization is recorded using the straight-line method over the estimated useful lives of the respective asset which is five years. Impairment of long-lived assets The Company evaluates long-lived assets for potential impairment when events or changes in circumstances indicate the carrying value of the assets may not be recoverable. Recoverability is measured by comparing the book values of the assets to the expected future net undiscounted cash flows that the assets are expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the book value of the assets exceed their fair value. The Company recognized $1.0 million of asset impairment losses in the year ended December 31, 2017 related to the September 2017 announcement of its strategic shift to immuno-oncology and a focus on the development of neoantigen cancer vaccines. The Company had not recognized any impairment losses for the years ended December 31, 2016 and 2015 . Revenue recognition The Company has generated revenue solely through research and development grants with private not-for-profit organizations and federal agencies for the development and commercialization of product candidates. Periodically, the Company receives grants from private not-for-profit organizations and federal agencies to conduct vaccine development research. Funds received in advance of services being performed are recorded as deferred revenue. Revenue under these grants is recognized as research services are performed. In September 2014, the Company received $1.2 million in the form of a grant entered into with the Bill & Melinda Gates Foundation for the identification of protective T-cell antigens for malaria vaccines. The grant provided for the continued expansion of the Company’s malaria antigen library to aid in the identification of novel protein antigens to facilitate the development of highly efficacious anti-infection malarial vaccines. Activities, and the related grant revenue, were completed under this grant by March 2016. The Company recognized revenue under the agreement of $235 thousand and $640 thousand for the years ended December 31, 2016 and 2015, respectively. Research and development expenses Research and development costs are charged to expense as incurred in performing research and development activities. The costs include employee compensation costs, facilities and overhead, clinical study and related clinical manufacturing costs, regulatory and other related costs. Nonrefundable advanced payments for goods or services to be received in the future for use in research and development activities are deferred and capitalized. The capitalized amounts are expensed as the related goods are delivered or the services are performed. Stock-based compensation expense The Company accounts for its stock-based compensation awards to employees and directors in accordance with FASB ASC Topic 718, Compensation-Stock Compensation (“ASC 718”). ASC 718 requires all stock-based payments to employees, including grants of employee stock options and restricted stock, to be recognized in the statements of operations and comprehensive loss based on their grant date fair values. Compensation expense related to awards to employees is recognized on a straight-line basis based on the grant date fair value over the associated service period of the award, which is generally the vesting term. Share-based payments issued to non-employees are recorded at their fair values, and are periodically revalued as the equity instruments vest and are recognized as expense over the related service period in accordance with the provisions of ASC 718 and FASB ASC Topic 505, Equity (“ASC 505”), and are expensed using an accelerated attribution model. The Company estimates the fair value of its stock options using the Black-Scholes option pricing model, which requires the input of subjective assumptions, including (a) the expected volatility of the Company’s stock price, (b) the expected term of the award, (c) the risk-free interest rate, (d) expected dividends and (e) the estimated fair value of the Company’s common stock on the measurement date. Due to the limited operating history of the Company as a public entity and a lack of company specific historical and implied volatility data, the Company has based its estimate of expected volatility on the historical volatility of a group of similar companies that are publicly traded. When selecting these public companies on which it has based its expected stock price volatility, the Company selected companies with comparable characteristics to it, including enterprise value, risk profiles, position within the industry, and with historical share price information sufficient to meet the expected term of the stock-based awards. The Company computes historical volatility data using the daily closing prices for the selected companies’ shares during the equivalent period of the calculated expected term of the stock-based awards. The Company will continue to apply this process until a sufficient amount of historical information regarding the volatility of its own stock price becomes available. Due to the lack of Company specific historical option activity, the Company has estimated the expected term of its employee stock options using the “simplified” method, whereby, the expected term equals the arithmetic average of the vesting term and the original contractual term of the option. The expected term for non-employee awards is the remaining contractual term of the option. The risk-free interest rates are based on the U.S. Treasury securities with a maturity date commensurate with the expected term of the associated award. The Company has never paid, and does not expect to pay dividends in the foreseeable future. The Company early adopted ASU 2016-09, Compensation — Stock Compensation (Topic 718), as of June 30, 2016. In connection with the early adoption, the Company elected an accounting policy to record forfeitures as they occur. There was no financial statement impact upon adoption as the Company had estimated a forfeiture rate of zero given that most option awards vest on a monthly basis. ASU 2016-09 also provides that companies no longer record excess tax benefits or certain tax deficiencies in additional paid-in capital Instead, all excess tax benefits and tax deficiencies are recorded as income tax expense or benefit in the Company's statement of operations and comprehensive loss. There was no financial statement impact of adopting this provision of ASU 2016-09 as the Company is in a net operating loss position and all excess tax benefits that exist from options previously exercised require a full valuation allowance. As such, the adoption of this standard did not have a material impact on the financial statements. For the years ended December 31, 2017 and 2016 , the Company did not record an income statement benefit for excess tax benefits as a valuation allowance is also required on these amounts. Income taxes Income taxes are recorded in accordance with FASB ASC Topic 740, Income Taxes (“ASC 740”), which provides for deferred taxes using an asset and liability approach. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and the tax reporting basis of assets and liabilities and are measured using the enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. The Company provides a valuation allowance against net deferred tax assets unless, based upon the available evidence, it is more likely than not that the deferred tax assets will be realized. The Company has evaluated available evidence and concluded that the Company may not realize the benefit of its deferred tax assets; therefore, a valuation allowance has been established for the full amount of the deferred tax assets. The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit will more likely than not be realized. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. As of December 31, 2017 and 2016 , the Company does not have any significant uncertain tax positions. The Company’s policy is to recognize interest and/or penalties related to income tax matters in income tax expense. Earnings per share The Company computes basic and diluted earnings (loss) per share using a methodology that gives effect to the impact of outstanding participating securities (the “two-class method”). For the three years ended December 31, 2017 , there is no income allocation required under the two-class method or dilution attributed to weighted average shares outstanding in the calculation of diluted loss per share. Basic earnings (loss) per share is calculated by dividing net income (loss) by the weighted average shares outstanding during the period, without consideration for common stock equivalents. Diluted earnings (loss) per share is calculated by adjusting weighted average shares outstanding for the dilutive effect of common stock equivalents outstanding for the period, determined using the treasury-stock and if-converted methods. For purposes of the diluted net income (loss) per share calculation, preferred stock, stock options, unvested restricted stock, and warrants are considered to be common stock equivalents but have been excluded from the calculation of diluted net income (loss) per share, as their effect would be anti-dilutive for all periods presented. Therefore, basic and diluted net loss per share were the same for all periods presented. The following common stock equivalents, presented on an as converted basis, were excluded from the calculation of net loss per share for the periods presented, due to their anti-dilutive effect (in thousands): Years ended December 31, 2017 2016 2015 Stock options 4,129 3,807 2,723 Restricted stock units 24 — — Warrants 78 78 78 Outstanding ESPP — 73 144 Total 4,231 3,958 2,945 Comprehensive loss Comprehensive loss consists of net loss and changes in equity during a period from transactions and other events and circumstances generated from non-owner sources. For all periods presented other comprehensive income (loss), if any, consists of unrealized gains and losses on the Company’s investments. Recent accounting pronouncements Standard Description Effect on the financial statements ASU 2014-09, Revenue from Contracts with Customers (Topic 606) The standard will replace existing revenue recognition standards and significantly expand the disclosure requirements for revenue arrangements. It may be adopted either retrospectively or on a modified retrospective basis to new contracts and existing contracts with remaining performance obligations as of the effective date. The Company does not currently have any arrangements that would be impacted by the new standard. ASU 2016-02, Leases (Topic 842) In February 2016, the FASB issued ASU 2016-02, which replaces the existing lease accounting standards. The new standard requires a dual approach for lessee accounting under which a lessee would account for leases as finance (also referred to as capital) leases or operating leases. Both finance leases and operating leases will result in the lessee recognizing a right-of-use asset and corresponding lease liability. For finance leases the lessee would recognize interest expense and amortization of the right-of-use asset and for operating leases the lessee would recognize straight-line total lease expense. ASU 2016-02 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. The Company generally does not finance purchases of equipment but it does lease office and lab facilities. The Company is in the process of evaluating the effect that this ASU will have on its consolidated financial statements and related disclosures. ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash In November 2016, the FASB issued ASU 2016-18, which requires additional disclosures related to restricted cash. The new standard requires that amounts generally described as restricted cash and restricted cash equivalents be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. ASU 2016-18 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. The Company does not expect the adoption of this standard to have a material effect on its consolidated financial statements. |
Cash, cash equivalents and inve
Cash, cash equivalents and investments | 12 Months Ended |
Dec. 31, 2017 | |
Cash and Cash Equivalents [Abstract] | |
Cash, cash equivalents and investments | Cash, cash equivalents and investments As of December 31, 2017 , cash and cash equivalents was comprised of funds in depositary and money market funds. As of December 31, 2016 , cash, cash equivalents and investments was comprised of funds in depository, money market accounts, U.S treasury securities, and FDIC-insured certificates of deposit. The following table presents the cash equivalents and investments carried at fair value in accordance with the hierarchy defined in Note 2 (in thousands): Total Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) December 31, 2017 Money market funds, included in cash equivalents $ 11,528 $ 11,528 $ — $ — Total $ 11,528 $ 11,528 $ — $ — December 31, 2016 Money market funds, included in cash equivalents $ 25,602 $ 25,602 $ — $ — Certificates of deposit, included in cash equivalents 992 — 992 — Investments - U.S treasuries 16,508 16,508 — — Investments - certificates of deposit 19,429 — 19,429 — Total $ 62,531 $ 42,110 $ 20,421 $ — Cash equivalents and marketable securities have been initially valued at the transaction price and subsequently valued, at the end of each reporting period, utilizing third party pricing services or other market observable data. The pricing services utilize industry standard valuation models, including both income and market based approaches and observable market inputs to determine value. The Company validates the prices provided by its third party pricing services by reviewing their pricing methods and obtaining market values from other pricing sources. After completing its validation procedures, the Company did not adjust any fair value measurements provided by the pricing services as of December 31, 2017 and 2016 . Cash equivalents and investments at December 31, 2016 consist of the following (in thousands): Contractual Maturity Amortized Cost Unrealized Gains Unrealized Losses Fair Value Cash equivalents and investments U.S. Treasuries 31-181 days $ 16,508 $ — $ — $ 16,508 Certificates of deposit 4-180 days 20,421 — — 20,421 Total $ 36,929 $ — $ — $ 36,929 |
Property and equipment, net
Property and equipment, net | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment, net | Property and equipment, net Property and equipment, net consist of the following (in thousands): December 31, 2017 2016 Laboratory equipment $ 3,771 $ 4,894 Furniture office equipment 447 921 Computer hardware 315 317 Leasehold improvements 1,524 1,514 Internally developed software 1,970 1,390 Total property and equipment 8,027 9,036 Accumulated depreciation (4,567 ) (4,165 ) Property and equipment, net $ 3,460 $ 4,871 Depreciation expense was $1.2 million , $1.7 million and $1.1 million , for the years ended December 31, 2017 , 2016 and 2015 , respectively. A portion of the Company's internally developed computer software was placed into service during 2016 and $0.1 million of amortization was recorded for the year ended December 31, 2016 . The remainder of the Company's internally developed computer software was placed into service during 2017 and $0.3 million of amortization was recorded for the year ended December 31, 2017 . No internally developed software was available to be placed into service and no amortization was recorded for the year ended December 31, 2015 . |
Accrued expenses and other curr
Accrued expenses and other current liabilities | 12 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Accrued expenses and other current liabilities | Accrued expenses and other current liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, 2017 2016 Payroll and employee-related costs $ 1,830 $ 2,090 Restructuring costs 44 — Research and development costs 2,886 1,239 Other current liabilities 844 849 Total $ 5,604 $ 4,178 |
Long-term debt
Long-term debt | 12 Months Ended |
Dec. 31, 2017 | |
Long-term Debt, Unclassified [Abstract] | |
Long-term debt | Long-term debt 2014 Term Loan, First Amendment On November 20, 2014 (the "Closing Date"), the Company entered into a loan and security agreement (the “Loan Agreement”) with Hercules Technology Growth Capital, Inc. (“Hercules”) which provided up to $27.0 million in debt financing in three separate tranches (the “2014 Term Loan”). The first tranche of $17.0 million was available through June 30, 2015, of which $12.0 million was drawn down at loan inception for which approximately $9.8 million of the proceeds were used to repay all outstanding indebtedness under the previously existing $10.0 million loan agreement. The option to draw down the remaining $5.0 million under the first tranche expired unused on June 30, 2015. The second tranche of $5.0 million was subject to certain eligibility requirements which were achieved as of June 30, 2015 and the Company had the option to draw down the second tranche on or prior to December 15, 2015. The second tranche expired unused on December 15, 2015. The third tranche of $5.0 million was not eligible to draw as the Company did not achieve positive results from its Phase 2a human challenge study of GEN-004. In December 2015, the Company amended the Loan Agreement (the "First Amendment") with Hercules. The First Amendment required the Company to draw an additional $5.0 million and permits it to draw two additional $5.0 million tranches. One $5.0 million tranche was immediately available to draw through December 15, 2016 and a second $5.0 million tranche could have become available through December 15, 2016, subject to the Company demonstrating sufficient evidence of continued clinical progression of its GEN-003 product and making favorable progress in applying its proprietary technology platform toward the development of novel immunotherapies with application in oncology. Both tranches expired unused at December 31, 2016, and $14.3 million was outstanding under the amended 2014 Term Loan at December 31, 2017 . 2014 Term Loan The 2014 Term Loan had an original maturity of July 1, 2018. The eligibility requirements for the second tranche also contained an election for the Company to extend the maturity date to January 1, 2019. During the second quarter of 2015, the Company elected to extend the maturity date of the 2014 Term Loan. The maturity date of January 1, 2019 remained unchanged by the First Amendment. Each advance accrues interest at a floating rate per annum equal to the greater of (i) 7.25% or (ii) the sum of 7.25% plus the prime rate minus 5.0% . The 2014 Term Loan provided for interest-only payments until December 31, 2015, which was extended by the Company for a six -month period as the eligibility requirements for the second tranche were met during the second quarter of 2015. The First Amendment subsequently extended the interest only period through June 30, 2017. Thereafter, beginning July 1, 2017, principal and interest payments will be made monthly for 18 months with a payoff schedule based upon a 30 -month amortization schedule, the original amortization term of the 2014 Term Loan. The remaining unpaid principal is due on January 1, 2019. The 2014 Term Loan may be prepaid in whole or in part upon seven business days’ prior written notice to Hercules. Prepayments will be subject to a charge of 3.0% if an advance is prepaid within 12 months following the Closing Date, 2.0% , if an advance is prepaid between 12 and 24 months following the Closing Date, and 1.0% thereafter. Amounts outstanding at the time of an event of default shall be payable on demand and shall accrue interest at an additional rate of 5.0% per annum on any outstanding amounts past due. The Company is also obligated to pay an end of term charge of 4.95% (the "End of Term Charge") of the balance drawn when the advances are repaid. The 2014 Term Loan is secured by a lien on substantially all of the assets of the Company, other than intellectual property, provided that such lien on substantially all assets includes any rights to payments and proceeds from the sale, licensing or disposition of intellectual property. The Loan Agreement contains non-financial covenants and representations, including a financial reporting covenant, and limitations on dividends, indebtedness, collateral, investments, distributions, transfers, mergers or acquisitions, taxes, corporate changes, deposit accounts, and subsidiaries. There are no financial covenants. Under the provisions of the 2014 Term Loan, the Company has also entered into account control agreements ("ACAs") with Hercules and certain of the Company's financial institutions in which cash, cash equivalents, and investments are held. These ACAs grant Hercules a perfected first priority security interest in the subject accounts. The ACAs do not restrict the Company's ability to utilize cash, cash equivalents, or investments to fund operations and capital expenditures unless there is an event of default and Hercules activates its rights under the ACAs. The Loan Agreement contains a material adverse effect ("Material Adverse Effect") provision that requires all material adverse effects to be reported under the financial reporting covenant. Loan advances are subject to a representation that no event that has had or could reasonably be expected to have a Material Adverse Effect has occurred and is continuing. Under the Loan Agreement, a Material Adverse Effect means a material adverse effect upon: (i) the business, operations, properties, assets or condition (financial or otherwise) of the Company; or (ii) the ability of the Company to perform the secured obligations in accordance with the terms of the Loan Agreements, or the ability of agent or lender to enforce any of its rights or remedies with respect to the secured obligations; or (iii) the collateral or agent’s liens on the collateral or the priority of such liens. Any event that has a Material Adverse Effect is an event of default under the Loan Agreement and repayment of amounts due under the Loan Agreement may be accelerated by Hercules under the same terms as an event of default. Events of default under the Loan Agreement include failure to make any payments of principal or interest as due on any outstanding indebtedness, breach of any covenant, any false or misleading representations or warranties, insolvency or bankruptcy, any attachment or judgment on the Company’s assets of at least $100 thousand, or the occurrence of any material default of the Company involving indebtedness in excess of $100 thousand. If an event of default occurs, repayment of all amounts due under the Loan Agreement may be accelerated by Hercules, including the applicable prepayment charge. The 2014 Term Loan is automatically redeemable upon a change in control whereas the Company must prepay the outstanding principal and any accrued and unpaid interest through the prepayment date including any unpaid agent’s and lender’s fees and expenses accrued to the date of the repayment including the End of Term Charge and the applicable prepayment charge. If a change in control occurs, repayment of amounts due under the Loan Agreement may be accelerated by Hercules. The Company believes acceleration of the repayment of amounts outstanding under the loan is remote, and therefore the debt balance is classified according to the contractual payment terms at December 31, 2017 . In connection with the 2014 Term Loan, the Company issued a common stock warrant to Hercules on November 20, 2014. The warrant is exercisable for 73,725 shares of the Company’s common stock (equal to $607,500 divided by the exercise price of $8.24 ). The exercise price and the number of shares are subject to adjustment upon a merger event, reclassification of the shares of common stock, subdivision or combination of the shares of common stock or certain dividends payments. The warrant is exercisable until November 20, 2019 and will be exercised automatically on a net issuance basis if not exercised prior to the expiration date and if the then-current fair market value of one share of common stock is greater than the exercise price then in effect. The warrant has been classified as equity for all periods it has been outstanding. Contemporaneously with the 2014 Term Loan, the Company also entered into an equity rights letter agreement on November 20, 2014 (the “Equity Rights Letter Agreement”). Pursuant to the Equity Rights Letter Agreement, the Company issued to Hercules 223,463 shares of the Company’s Common Stock for an aggregate purchase price of approximately $2.0 million at a price per share equal to the closing price of the Company’s common stock as reported on The Nasdaq Global Market on November 19, 2014. The shares will be subject to resale limitations and may be resold only pursuant to an effective registration statement or an exemption from registration. Additionally, under the Equity Rights Letter Agreement, Hercules has the right to participate in any one or more subsequent private placement equity financings of up to $2.0 million on the same terms and conditions as purchases by the other investors in each subsequent equity financing. The Equity Rights Letter Agreement, and all rights and obligations thereunder, will terminate upon the earlier of (1) such time when Hercules has purchased $2.0 million of subsequent equity financing securities in the aggregate and (2) the later of (a) the repayment of all indebtedness under the Loan Agreement and (b) the expiration or termination of the exercise period for the warrant issued in connection with the Loan Agreement. The Company allocated $36 thousand of financing costs to additional paid-in capital for issuance fees that were reimbursed to Hercules. The Company incurred $0.3 million in debt financing costs related to the First Amendment which was recorded as a debt discount and will be amortized over the remaining loan term. In connection with the issuance of the 2014 Term Loan, the Company incurred $0.1 million of financing costs and also reimbursed Hercules $0.2 million for debt financing costs which has been recorded as a debt discount and will be amortized over the remaining loan term. The End of Term Charge is amortized ratably over the term loan period based upon the outstanding debt and the increase in the amount of End of Term Charge due to the additional borrowing from the First Amendment is being amortized from the First Amendment date through maturity. The debt discount is being amortized to interest expense over the life of the 2014 Term Loan using the effective interest method. At December 31, 2017 , the 2014 Term Loan bears an effective interest rate of 10.2% . As of December 31, 2017 and 2016 , the Company had outstanding borrowings under the 2014 Term Loan of $14.3 million and $17.0 million , respectively. Interest expense related to the 2014 Term Loan was $1.7 million , $ 1.7 million and $1.3 million for the years ended December 31, 2017 , 2016 and 2015 , respectively. As of December 31, 2017, future principal payments, including the End of Term Charge, on the 2014 Term Loan are as follows (in thousands): December 31, 2017 2018 $ 6,659 2019 8,034 Total $ 14,693 In January 2018, the Company entered into an amendment to the Loan Agreement (the "Second Amendment") with Hercules. The Second Amendment provides for a deferred payment period of the Company's outstanding principal balance for the three consecutive months commencing on February 1, 2018 through and including April 1, 2018. During the deferred payment period the Company will continue to make monthly payments of interest. The Company initiated a process to restructure or refinance the debt facility with Hercules to better align repayment of the debt with its new corporate strategy and anticipated clinical milestones. If this process is successful, the Company expects to be able to defer certain debt principal payments, thereby reducing expected significant cash payments in 2018 and 2019 relating to the Company's current debt facility with Hercules. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2017 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | Warrants As of December 31, 2017 and 2016 , the Company had warrants outstanding that represent the right to acquire 77,603 shares of common stock, of which 73,725 represented warrants issued to Hercules in relation to the 2014 Term Loan and 3,878 represented warrants to purchase common stock issued in periods prior to the Company's initial public offering ("IPO"). In accordance with ASC Topic No. 815, “ Derivatives and Hedging ” (Topic No. 815), the Company determined the common stock warrant issued to Hercules to be equity classified. |
Commitments and contingencies
Commitments and contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Commitments and contingencies Lease commitments In February 2014, the Company signed an operating lease for office and laboratory space that commenced in March 2014 and was set to expire in February 2017 (the "2014 Lease"). In May 2016, the Company entered into a lease amendment (the "2016 Lease") for office and laboratory space currently occupied under the 2014 Lease. The 2016 Lease extends the 2014 Lease by an additional three years through February 2020. In June 2015, the Company signed a second operating lease for office space in the same building as the 2014 Lease, which was also set to expire in February 2017 (the "2015 Lease"). In August 2016, the Company exercised a three -year renewal option extending the 2015 Lease to February 2020. Rent expense for the years ended December 31, 2017 , 2016 and 2015 , was $1.5 million , $1.4 million and $1.2 million , respectively. The minimum future lease payments under both the 2016 Lease and the 2015 Lease are as follows (in thousands): December 31, 2017 2018 $ 1,607 2019 1,637 2020 274 Total $ 3,518 At December 31, 2017 and 2016 , the Company has an outstanding letter of credit of $316 thousand with a financial institution related to a security deposit for the 2016 Lease, which is secured by cash on deposit and expires on February 29, 2020. An additional unsecured deposit was required for the 2015 Lease. Significant Contracts and Agreements In addition to lease commitments, the Company enters into contractual arrangements that obligate it to make payments to the contractual counterparties upon the occurrence of future events. In the normal course of operations, the Company enters into license and other agreements and intends to continue to seek additional rights relating to compounds or technologies in connection with its discovery, manufacturing and development programs. These agreements may require payments to be made by the Company upon the occurrence of certain development milestones and certain commercialization milestones for each distinct product covered by the licensed patents (in addition to certain royalties to be paid on marketed products or sublicense income) contingent upon the occurrence of future events that cannot be reasonably estimated. The Company relies on research institutions, contract research organizations, clinical investigators as well as clinical and commercial material manufacturers for its product candidates. Under the terms of these agreements, the Company is obligated to make milestone payments upon the achievement of manufacturing or clinical milestones defined in the contracts. In some cases, monthly service fees for project management services are charged over the duration of the arrangement. In addition, clinical and manufacturing contracts generally require reimbursement to suppliers for certain set-up, production, travel, and other related costs as they are incurred. In some manufacturing contracts, the Company also may be responsible for the payment of a reservation fee, which will equal a percentage of the expected production fees, to reserve manufacturing slots in the production timeframe. Generally, the Company is liable for actual effort expended by these organizations at any point in time during the contract through the notice period. To the extent amounts paid to a supplier exceed the actual efforts expended, the Company records a prepaid asset, and to the extent actual efforts expended exceed amounts billed or billable under a contract, an accrual for the estimate of services rendered is recorded. In February 2014, the Company entered into a supply agreement with FUJIFILM Diosynth Biotechnologies U.S.A., Inc. (“Fujifilm”) for the manufacture and supply of antigens for future GEN-003 clinical trials. Under the agreement, the Company was obligated to pay Fujifilm manufacturing milestones, in addition to reimbursement of certain material production related costs. Additionally, the Company was responsible for the partial payment of manufacturing fees to reserve manufacturing slots in the production timeframe. In June and September 2016, the Company entered into new statements of work under the agreement with Fujifilm for the manufacture and supply of antigens for the Company's Phase 3 clinical trials for GEN-003. In September 2017, the Company notified Fujifilm to cease all manufacturing activities of antigens for GEN-003. Amounts recorded as of December 31, 2017 represent all liabilities for manufacturing services complete or in process prior to the notification date, materials purchased which cannot be re-used or re-purposed by Fujifilm and charges for terminating services within a certain time frame of the anticipated start dates. The Company incurred expenses under this agreement of $3.6 million for the year ended December 31, 2017 , of which $526 thousand are included in Restructuring costs in the Consolidated Statements of Operations and Comprehensive Loss. The Company incurred expenses under this agreement of $4.7 million and $4.2 million for the years ended December 31, 2016 and 2015 , respectively. In January 2018, we entered into a License and Supply Agreement with Oncovir, Inc. (“Oncovir”). The Agreement relates to the manufacture and supply of Hiltonol® (poly-ICLC) (“Hiltonol”), an immunomodulator and vaccine adjuvant. Hiltonol is the adjuvant component of GEN-009, our investigational personal neoantigen cancer vaccine. Under this Agreement, we are obligated to pay Oncovir (i) an up-front payment in the mid-six figures in consideration of the license granted to us and for the initial supply of Hiltonol for the planned GEN-009 Phase 1/2 trial, (ii) a supply price for Hiltonol in the low-three figures per vial of Hiltonol for use in clinical trials or commercial use, (iii) a milestone payment in the low-six figures upon the achievement of certain clinical trial milestones for each Combination Product, (iv) a milestone payment in the mid-six figures upon the first marketing approval of commercial sales for each Combination Product in certain territories, and (v) tiered royalties in the low-single digits on a product-by-product basis based on the net sales of Combination Products. We may terminate the Agreement upon a decision to discontinue the development of the Combination Product or upon a determination by us or an applicable regulatory authority that Hiltonol or Combination Product is not clinically safe or effective. The Agreement may also be terminated by either party due to a material uncured breach by the other party, or due to the other party’s bankruptcy, insolvency or dissolution. Litigation On October 31, 2017, a putative class action complaint was filed in the U.S. District Court for the District of Massachusetts (the “District of Massachusetts” or the "Court”), naming the Company, Chief Executive Officer William D. Clark, and Chief Financial Officer Jonathan Poole as defendants. The complaint alleges violations of the Securities Exchange Act of 1934 and Rule 10b-5 in connection with disclosures made in and subsequent to the Company’s Quarterly Report on Form 10-Q for the period ending March 31, 2017, filed with the SEC on May 5, 2017, and the Company’s announcement of a strategic shift to immuno-oncology on September 25, 2017. The plaintiff sought to represent a class of shareholders who purchased or otherwise acquired the Company’s securities between May 5, 2017 and September 25, 2017. The complaint sought unspecified damages and costs. On November 3, 2017, another purported Company shareholder filed a substantially identical complaint in the District of Massachusetts. On December 15, 2017, a purported Company shareholder filed a third complaint in the District of Massachusetts, substantially the same as the previous two, but alleging a class period beginning on August 4, 2016 and ending on September 25, 2017. The District of Massachusetts designated all three complaints as related, and entered an order in each action recognizing that the defendants are not obligated to respond to the initial complaint filed in any of the three actions. Per the procedures set forth by federal securities laws, applications for appointment of lead plaintiff(s) and lead counsel in the three actions were due to the Court on January 2, 2018. Three applications for lead plaintiff and lead counsel were submitted to the Court on that date; one of the three movants subsequently withdrew their application. The Court held a hearing on the two remaining motions for lead plaintiff(s) and lead counsel on January 31, 2018. The Court consolidated the three actions into one case, under the docket number Civil Action No. 17-cv-12137-PBS, U.S. District Court (Mass.), and took the motions for lead plaintiff(s) and counsel under advisement. Counsel for both lead plaintiff movants told the Court that they intended to file an amended complaint in the consolidated action, if appointed. On February 12, 2018, the Court appointed the Genocea Investor Group (a group of five purported shareholders) as lead plaintiff, and appointed Scott+Scott LLP, Levi & Korsinsky LLP, and Block & Leviton as lead counsel. On February 14, 2018, the parties submitted a stipulation proposing a briefing schedule with the following deadlines: filing of an amended complaint by the lead plaintiffs and counsel due March 29, 2018; filing of an answer or motion to dismiss by defendants on May 14, 2018; filing of any opposition by plaintiffs to a motion to dismiss on June 28, 2018; and filing of any reply by defendants in support of a motion to dismiss on July 30, 2018. On January 31, 2018, a putative shareholder derivative action was filed in the U.S. District Court for the District of Delaware, naming certain of the Company’s officers and directors as defendants, and naming the Company as a nominal defendant. The complaint alleges violations of the Securities Exchange Act of 1934 and Rule 14a-9 in connection with disclosures made in the Company’s Schedule 14A Proxy Statement, filed with the SEC on April 21, 2017. The complaint also alleges claims for breach of fiduciary duty, unjust enrichment, and waste of corporate assets. The Company is unable at this time to determine whether the outcome of the litigation would have a material impact on its results of operations, financial condition or cash flows. The Company does not have contingency reserves established for any litigation liabilities. Refund of research and development expense In August 2009, the Company entered into an exclusive license and collaboration agreement (the “Novavax Agreement”) with Isconova AB, a Swedish company which subsequently was acquired by Novavax, Inc. ("Novavax"). Pursuant to the agreement, Novavax granted the Company a worldwide, sublicensable, exclusive license to two patent families, to import, make, have made, use, sell, offer for sale and otherwise exploit licensed vaccine products containing an adjuvant which incorporates or is developed from Matrix-A, Matrix-C and/or Matrix-M technology, in the fields of HSV and chlamydia. Matrix-M is the adjuvant used in GEN-003. The Novavax Agreement includes a research funding clause for which the Company made monthly payments to Novavax between August 2009 and March 2012 of approximately $1.6 million . All amounts of research funding provided were to be refunded by Novavax. After December 31, 2015, any amounts remaining due from Novavax, including accrued interest, could be received in cash upon 30 -day written notice provided by the Company. The Company provided this notice in January 2016. The Company provided the research funding solely to benefit the supply plan for the Matrix-M adjuvant to the point that a Phase 1 clinical trial could be initiated. Because of the benefit received from the research funding payments, an assessment of Novavax's financial ability to repay the research funding at the time of the payments, along with the duration of which amounts could be outstanding, the Company concluded the initial research funding should be recorded as research and development expense at the time of payment. In February 2016, upon receipt of the $1.6 million refund including accrued interest, the Company recorded a gain within operating expenses in the Consolidated Statements of Operations and Comprehensive Loss. |
Convertible Preferred Stock and
Convertible Preferred Stock and Stockholder's Equity (Deficit) | 12 Months Ended |
Dec. 31, 2017 | |
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | |
Convertible Preferred Stock and Stockholders' Equity (Deficit) | At December 31, 2017 , the Company authorized 175,000,000 shares of common stock at $0.001 par value per share, of which 28,734,898 shares of common stock were issued and outstanding. At-the-market equity offering program On March 2, 2015, the Company entered into a Sales Agreement with Cowen and Company, LLC (the "Sales Agreement") to establish an at-the-market equity offering program (“ATM”) pursuant to which it was able to offer and sell up to $40.0 million of its common stock at prevailing market prices from time to time. On May 8, 2015, the Sales Agreement was amended to increase the offering amount under the ATM to $50.0 million of its common stock. In January 2017, the Company sold 52 thousand shares and received $0.2 million in net proceeds after deducting commissions. In April 2016, the Company sold 136 thousand shares and received $0.8 million in net proceeds after deducting commissions. There were no sales under this program during the fiscal year ended December 31, 2015. Restricted stock During 2013, a Company director exercised stock options and received 31,092 shares of common stock that were subject to a Stock Restriction and Repurchase Agreement with the Company. Under the terms of the agreement, shares of common stock issued are subject to a vesting schedule and unvested shares are subject to repurchase by the Company. Vesting occurs periodically at specified time intervals and specified percentages. As of December 31, 2017 , all shares of common stock were fully vested. At both December 31, 2017 and December 31, 2016 , the Company had issued 35,964 shares of restricted common stock. At December 31, 2016 , 1,941 shares of nonvested restricted stock were subject to repurchase by the Company. These shares vested in 2017 and at December 31, 2017 there were no shares of restricted stock subject to repurchase by the Company. In May 2017, the Company granted an officer 47,620 units of Restricted Stock ("RSUs") in accordance with the 2014 Equity Incentive Plan (the "2014 Equity Plan") and subject to a Restricted Stock Unit Award Agreement with the Company. On the date of grant, 7,937 units of RSUs vested immediately, and another 23,810 units of RSUs will vest on the eighteen month anniversary of the grant date, subject to the continued employment of the officer. The remaining 15,873 RSUs, which contained a performance condition of completing a material financing event on or before September 30, 2017, were canceled as the performance criterion was not achieved. As of December 31, 2017 , 23,810 RSUs remain unvested. |
Stock and employee benefit plan
Stock and employee benefit plans | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock and employee benefit plans | Stock and employee benefit plans The Company’s board of directors adopted the 2014 Equity Plan, which was approved by its stockholders and became effective prior to the commencement of the Company's IPO. The 2014 Equity Plan provides for the grant of incentive stock options, non-qualified stock options, restricted stock and other awards to key employees and directors of, and consultants and advisors to, the Company. The maximum number of shares of common stock that may be delivered in satisfaction of awards under the 2014 Equity Plan is 903,494 shares, plus 219,765 shares that were available for grant under the 2007 Equity Incentive Plan (the "2007 Equity Plan") on the date the 2014 Equity Plan was adopted. The 2014 Equity Plan provides that the number of shares available for issuance will automatically increase annually on each January 1, from January 1, 2015 through January 1, 2024, in amount equal to the lesser of 4.0% of the outstanding shares of the Company’s outstanding common stock as of the close of business on the immediately preceding December 31 or the number of shares determined the Company’s board of directors. On January 1, 2018, the total number of shares available for issuance under the 2014 Equity Plan increased by 1,149,396 for shares under this provision. Outstanding option awards granted from the 2007 Equity Plan, at the time of the adoption of the 2014 Equity Plan, remain outstanding and effective. The shares of common stock underlying awards that are cancelled, forfeited, repurchased, expire or are otherwise terminated under the 2007 Equity Plan are added to the shares of common stock available for issuance under the 2014 Equity Plan. At December 31, 2017 , 5,274,992 option awards are permitted under the Company's equity plans and 1,114,067 awards remain available for future grants. Stock options issued to non-employees are accounted for using the fair value method of accounting, and are periodically revalued as the options vest, and are recognized as expense over the related service period. The total expense related to all non-employee options for the years ended December 31, 2017 , 2016 and 2015 was $338 thousand , $271 thousand and $263 thousand , respectively. Stock-Based Compensation Expense Total stock-based compensation expense is recognized for stock options granted to employees and non-employees and has been reported in the Company’s Statements of Operations as follows (in thousands): Years ended December 31, 2017 2016 2015 Research and development $ 1,310 $ 1,568 $ 1,690 General and administrative 2,924 2,579 2,158 Total $ 4,234 $ 4,147 $ 3,848 Stock Options The following table summarizes stock option activity for employees and nonemployees (shares in thousands): Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding at December 31, 2016 3,807 $ 5.94 7.52 $ 2,441 Granted 1,475 $ 4.74 Exercised (155 ) $ 2.95 Canceled (998 ) $ 6.52 Outstanding at December 31, 2017 4,129 $ 5.48 7.07 $ — Exercisable at December 31, 2017 2,378 $ 5.98 6.05 $ — Vested or expected to vest at December 31, 2017 4,129 $ 5.48 7.07 $ — During the years ended December 31, 2017 , 2016 and 2015 , the Company granted stock options to purchase an aggregate of 1,474,800 , 1,576,700 and 715,262 shares of its common stock, respectively, with weighted-average grant date fair values of $3.16 , $3.56 and $9.12 , respectively. The total intrinsic value of options exercised was $442 thousand , $113 thousand and $1.0 million in the years ended December 31, 2017 , 2016 and 2015 , respectively. As of December 31, 2017 , there was $ 4.8 million of total unrecognized compensation cost, related to employee stock options granted under the Company’s equity plans. The total unrecognized compensation costs, related to non-employee stock options was $ 228 thousand , $269 thousand and $255 thousand for the years ended December 31, 2017 , 2016 , and 2015 , respectively. The Company expects to recognize that cost over a remaining weighted-average period of 2.38 years. The Company estimates the fair value of each employee stock award on the grant date using the Black-Scholes option-pricing model based on the following assumptions: Years ended December 31, 2017 2016 2015 Expected Volatility 74.6% - 90.1% 67.4% - 77.9% 68.5% - 85.3% Risk-free interest rate 1.85% - 2.18% 1.14% - 2.09% 1.56% - 1.94% Expected term (in years) 5.5 - 9.88 5.50 - 6.08 5.50 - 6.08 Expected dividend yield 0% 0% 0% Performance-Based Stock Options The Company granted stock options to certain employees, executive officers and consultants, which contain performance-based vesting criteria. Milestone events are specific to the Company’s corporate goals, which include, but are not limited to, certain clinical development milestones, business development agreements and capital fundraising events. Stock-based compensation expense associated with these performance-based stock options is recognized if the performance conditions are considered probable of being achieved, using management’s best estimates. During the years ended December 31, 2017 , 2016 and 2015 , the Company recorded no stock-based compensation expense related to the 56,336 performance-based common stock options that remain outstanding for which the probability of achievement was not deemed probable at both December 31, 2017 and 2016 . Employee Stock Purchase Plan On February 10, 2014, the Company’s board of directors adopted the 2014 Employee Stock Purchase Plan (the “2014 ESPP”). The 2014 ESPP authorizes the initial issuance of up to a total of 200,776 shares of common stock to participating eligible employees. The 2014 ESPP provides for six -month option periods commencing on January 1 and ending June 30 and commencing July 1 and ending December 31 of each calendar year. The first offering under the 2014 ESPP began on July 1, 2014. For the year ended December 31, 2017 , the Company incurred $121 thousand in stock-based compensation expense and 73,461 shares were issued. For the year ended December 31, 2016, the Company incurred $ 155 thousand in stock-based compensation expense and 70,774 shares were issued. For the year ended December 31, 2015, the Company incurred $113 thousand in stock-based compensation expense and 40,912 shares were issued. There were 7 shares remaining for future issuance under the plan as of December 31, 2017 . 401(k) Savings plan In 2007, the Company established a defined-contribution savings plan under Section 401(k) of the Internal Revenue Code (“401(k) Plan”). The 401(k) Plan covers all employees who meet defined minimum age and service requirements, and allows participants to defer a portion of their annual compensation on a pretax basis. Beginning January 1, 2015, the Company began making matching contributions to participants in this plan. The Company made matching contributions to participants in this plan which totaled $224 thousand , $ 243 thousand and $174 thousand for the years ended December 31, 2017 , 2016 and 2015 , respectively. |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income taxes | Income taxes The Tax Cuts and Jobs Act ("Tax Reform Act"), which was signed into law on December 22, 2017, significantly changes U.S. tax law by, among other things, lowering corporate income tax rates, implementing a territorial tax systems and imposing a repatriation tax on deemed repatriated earnings of foreign subsidiaries. The Tax Reform Act permanently reduces the U.S. corporate income tax rate from a maximum of 35% to a flat 21% rate, effective January 1, 2018. The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse. As a result of the reduction in the U.S. corporate income tax rate from 35% to 21% under the Tax Reform Act, the Company revalued its ending deferred tax assets and liabilities at December 31, 2017. Due to the Company's full valuation allowance, no provisional tax expense or benefit associated with the re-measurement was recognized in the Company's consolidated statement of operations and comprehensive loss for the year ended December 31, 2017. However, the reduction of the U.S. federal corporate tax rate from 35% to 21% resulted in increases to the amounts reflected in the “Change in valuation allowance” and "Change in tax rate" captions for the year ended December 31, 2017 in the Company’s tax reconciliation table compared to those amounts disclosed for the years ended December 31, 2016 and 2015. The change in the U.S. federal corporate tax rate, which is effective January 1, 2018, is also reflected in the Company’s deferred tax table. The Company has recognized the provisional tax impacts related to the revaluation of the deferred tax assets and liabilities and included these amounts in its consolidated financial statements for the year ended December 31, 2017. The ultimate impact may differ from these provisional amounts due to, among other things, additional analysis, changes in interpretations and assumptions the Company has made, additional regulatory guidance that may be issued, and actions the Company may take as a result of the Tax Reform Act, which could result in changes to the provisional tax impacts during 2018. For the years ended December 31, 2017 and 2016 , the Company did not record a current or deferred income tax expense or benefit. The Company’s losses before income taxes consist solely of domestic losses. The significant components of the Company’s deferred tax assets are comprised of the following: December 31, 2017 2016 Deferred tax assets: U.S and state net operating loss carryforwards $ 42,895 $ 52,829 Capitalized R&D 21,924 20,280 Research and development credits 8,582 6,422 Stock-based compensation 1,808 2,184 Accrued expenses 474 794 Depreciation and amortization 761 784 Other temporary differences 116 365 Total deferred tax assets 76,560 83,658 Less valuation allowance (76,560 ) (83,658 ) Net deferred tax assets $ — $ — The Company has evaluated the positive and negative evidence bearing upon the realizability of its deferred tax assets. Based on the Company’s history of operating losses, the Company has concluded that it is more likely than not that the benefit of its deferred tax assets will not be realized. Accordingly, the Company has provided a full valuation allowance for deferred tax assets as of December 31, 2017 and 2016 . The valuation allowance decreased approximately $7.1 million during the year ended December 31, 2017 due primarily to the adjustment in the corporate tax rate from 34% to 21% enacted for 2018 partially offset by the generation of net operating losses. The valuation allowance increased approximately $21.0 million during the year ended December 31, 2016 , due primarily to the Company's election to capitalize and amortize certain research and development expenses. A reconciliation of income tax expense computed at the statutory federal income tax rate to income taxes as reflected in the consolidated financial statements is as follows: Years ended December 31, 2017 2016 2015 Federal income tax expense at statutory rate 34.0 % 34.0 % 34.0 % State income tax, net of federal benefit 5.1 % 5.0 % 4.6 % Permanent differences (1.2 )% (1.5 )% (2.1 )% Research and development credit 2.9 % 2.5 % 1.9 % Change in tax rate (52.8 )% 0.0 % 0.0 % Change in valuation allowance 12.5 % (40.0 )% (38.4 )% Other, net (0.5 )% 0.0 % 0.0 % Effective tax rate 0.0 % 0.0 % 0.0 % As of December 31, 2017 , 2016 and 2015 , the Company had U.S. federal net operating loss carryforwards of approximately $160.6 million , $136.6 million and $143.8 million , respectively, which may be available to offset future income tax liabilities and expire at various dates through 2037. As of December 31, 2017 , 2016 and 2015 , the Company also had U.S. state net operating loss carryforwards of approximately $145.1 million , $121.2 million and $128.5 million , respectively, which may be available to offset future income tax liabilities and expire at various dates through 2037. For the years ended December 31, 2017 and 2016 , deductions related to the excess tax benefit from stock option exercises are recognized in the federal and state net operating loss carryforwards as a component of the tax provision. For the year ended December 31, 2015 , approximately $2.8 million of excess tax benefits related to the exercise of stock options were included in the federal and state net operating loss carryforwards. As of December 31, 2017 and 2016 , the Company had federal research and development tax credit carryforwards of approximately $6.1 million and $4.8 million , respectively, available to reduce future tax liabilities which expire at various dates through 2037. As of December 31, 2017 and 2016 , the Company had state research and development tax credit carryforwards of approximately $2.9 million and $2.5 million , respectively, available to reduce future tax liabilities which expire at various dates through 2032. Under the provisions of the Internal Revenue Code of 1986, as amended (the "Code"), the net operating loss and tax credit carryforwards are subject to review and possible adjustment by the Internal Revenue Service and state tax authorities. Net operating loss and tax credit carryforwards may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant shareholders over a three-year period in excess of 50% , as defined under Sections 382 and 383 of the Code, respectively, as well as similar state provisions. This could limit the amount of tax attributes that can be utilized annually to offset future taxable income or tax liabilities. The amount of the annual limitation is determined based on the value of the Company immediately prior to the ownership change. Subsequent ownership changes may further affect the limitation in future years. The Company has completed several financings since its inception which may have resulted in a change in control as defined by Sections 382 and 383 of the Code, or could result in a change in control in the future. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. As of December 31, 2017 and 2016 , the Company had no accrued interest or penalties related to uncertain tax positions and no amounts have been recognized in the Company’s statements of operations and comprehensive loss. For all years through December 31, 2017 , the Company generated research credits but has not conducted a study to document the qualified activities. This study may result in an adjustment to the Company’s research and development credit carryforwards; however, until a study is completed and any adjustment is known, no amounts are being presented as an uncertain tax position for these years. A full valuation allowance has been provided against the Company’s research and development credits and, if an adjustment is required, this adjustment would be offset by an adjustment to the deferred tax asset established for the research and development credit carryforwards and the valuation allowance. The Company files income tax returns in the United States and various state jurisdictions. The federal and state income tax returns are generally subject to tax examinations for the tax years ended December 31, 2013 through December 31, 2017 . To the extent the Company has tax attribute carryforwards, the tax years in which the attribute was generated may still be adjusted upon examination by the Internal Revenue Service, state or foreign tax authorities to the extent utilized in a future period. |
Restructuring costs Restructuri
Restructuring costs Restructuring costs | 12 Months Ended |
Dec. 31, 2017 | |
Restructuring and Related Activities [Abstract] | |
Restructuring costs | Restructuring costs On September 25, 2017, the Company announced a strategic shift to immuno-oncology and a focus on the development of neoantigen cancer vaccines, including GEN-009. The Company also announced that it is exploring strategic alternatives for GEN-003, its Phase 3-ready investigational immunotherapy for the treatment of genital herpes. Consequently, substantially all GEN-003 spending and activities were ceased and the Company reduced its workforce by approximately 40 percent as of the quarter ended September 30, 2017. Pursuant to ASC 420, Exit or Disposal Cost Obligations , charges for employee severance, employee benefits, and contract terminations were recorded in the year ended December 31, 2017 . Asset impairment charges, pursuant to ASC 360, Property, Plant, and Equipment , were also recorded in the year ended December 31, 2017 and primarily related to fixed assets specific to GEN-003 research and development activities. The following table summarizes the impact of the September 2017 restructuring activities for the year ended December 31, 2017 , along with the current liability recorded in the balance sheet as of December 31, 2017 (in thousands): Charges incurred during the year ended December 31, 2017 Amount paid through December 31, 2017 Less non-cash charges during the year ended December 31, 2017 Remaining liability at December 31, 2017 Employee severance, benefits and related costs $ 1,064 $ (1,050 ) $ — $ 14 Contract terminations 526 — — 526 Asset impairments 1,028 — (1,028 ) — Total $ 2,618 $ (1,050 ) $ (1,028 ) $ 540 The Company expects to vacate certain leased space in early 2018 at which point it expects to record a liability for the remaining lease obligation less an estimate of sublease income in accordance with ASC 420. |
Quarterly financial information
Quarterly financial information (unaudited) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly financial information (unaudited) | Quarterly financial information (unaudited, in thousands, except per share data) Three Months Ended, March 31, 2017 June 30, 2017 September 30, 2017 December 31, 2017 Revenue $ — $ — $ — $ — Operating expenses 13,376 14,998 16,496 10,385 Net loss (13,735 ) (15,375 ) (16,868 ) (10,732 ) Net loss per share - basic and diluted $ (0.48 ) $ (0.54 ) $ (0.59 ) $ (0.37 ) Weighted-average number of common shares used in computing net loss per share - basic and diluted 28,496 28,541 28,666 28,705 Three Months Ended, March 31, 2016 June 30, 2016 September 30, 2016 December 31, 2016 Revenue $ 235 $ — $ — $ — Operating expenses 9,664 10,704 12,430 15,682 Net loss (9,751 ) (11,023 ) (12,765 ) (16,034 ) Net loss per share - basic and diluted $ (0.35 ) $ (0.39 ) $ (0.45 ) $ (0.56 ) Weighted-average number of common shares used in computing net loss per share - basic and diluted 28,152 28,276 28,370 28,394 |
Subsequent event Subsequent eve
Subsequent event Subsequent event | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent event | Subsequent event On January 19, 2018, the Company sold in the Concurrent Offerings (i) 53,365,000 shares of the Company’s common stock, par value $0.001 per share, and accompanying Class A warrants to purchase up to 26,682,500 shares of common stock, at a combined price of $1.00 per share, for gross proceeds of approximately $53.4 million and (ii) 1,635 shares of the Company’s Series A convertible preferred stock, par value $0.001 per share, which are convertible into 1,635,000 shares of common stock and accompanying Class A warrants to purchase up to 817,500 shares of common stock, for gross proceeds of approximately $1.6 million . The Class A warrants (the “Warrants”) are exercisable for one share of common stock having an exercise price of $1.20 per share, subject to adjustment in certain circumstances. The shares of common stock and preferred stock are immediately separable from the Warrants and were issued separately. The underwriters partially exercised their option to purchase additional securities by purchasing 3,061,100 Warrants. Each share of preferred stock is convertible at any time at the option of the holder, provided that the holder will be prohibited from converting the preferred stock into shares of common stock if, as a result of such conversion, the holder, together with its affiliates, would own more than 9.99% of the total number of shares of common stock then issued and outstanding. The preferred stock will rank pari passu on an as-converted to common stock basis with the common stock as to distributions of assets upon the Company’s liquidation, dissolution or winding up, whether voluntarily or involuntarily, or a “Fundamental Transaction,” as defined in the Certificate of Designation. Shares of preferred stock will generally have no voting rights, except as required by law and except that the consent of the holders of a majority of the outstanding preferred stock will be required to amend the terms of the preferred stock. The holder of the Warrants may exercise the Warrants at any time or from time to time during the period beginning on the date of issuance and expiring on the fifth-year anniversary of such issuance date. Notwithstanding the foregoing, the holder will be prohibited from exercising each Warrant into shares of the common stock if, as a result of such exercise, the holder, together with its affiliates, would own more than 4.99% of the total number of shares of the common stock then issued and outstanding, provided that this limitation on exercise shall not be applicable to any holder, together with its affiliates, who owns 10.0% or more of the Company’s common stock immediately prior to the exercise of each Warrant (without giving effect to any shares of common stock underlying each Warrant). A holder may increase or decrease this beneficial ownership limitation to an amount not to exceed 9.99% of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon exercise of each Warrant. |
Summary of significant accoun23
Summary of significant accounting policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of Genocea Biosciences, Inc., and a wholly-owned subsidiary. All inter-company accounts and transactions have been eliminated |
Basis of presentation and use of estimates | Basis of presentation and use of estimates The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. On an ongoing basis, the Company’s management evaluates its estimates, which include, but are not limited to, estimates related to prepaid and accrued research and development expenses, stock-based compensation expense, income taxes including the valuation allowance for deferred taxes and reported amounts of revenues and expenses during the reported period. The Company bases its estimates on historical experience and other market-specific or other relevant assumptions that it believes to be reasonable under the circumstances. Actual results may differ from those estimates or assumptions. |
Segment information | Segment information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company and the Company’s chief operating decision maker view the Company’s operations and manage its business in one operating segment, which is the business of developing and commercializing cancer vaccines. The Company operates in only one geographic segment. |
Cash and cash equivalents | Cash, cash equivalents and investments The Company determines the appropriate classification of its investments at the time of purchase. All liquid investments with original maturities of 90 days or less from the purchase date are considered to be cash equivalents. |
Investments | The Company’s current and non-current investments are comprised of certificates of deposit and government agency securities that are classified as available-for-sale in accordance with FASB ASC Topic 320, Investments—Debt and Equity Securities . The Company classifies investments available to fund current operations as current assets on its balance sheets. Investments are classified as non-current assets on the balance sheets if (i) the Company has the intent and ability to hold the investments for a period of at least one year and (ii) the contractual maturity date of the investments is greater than one year. Available-for-sale investments are recorded at fair value, with unrealized gains or losses included in Accumulated other comprehensive loss on the Company’s balance sheets. Realized gains and losses are determined using the specific identification method and are included as a component of Interest income or Interest expense, respectively. There were no realized gains or losses recognized for the years ended December 31, 2017 , 2016 and 2015 . The Company reviews investments for other-than-temporary impairment whenever the fair value of an investment is less than the amortized cost and evidence indicates that an investment’s carrying amount is not recoverable within a reasonable period of time. To determine whether an impairment is other-than-temporary, the Company considers its intent to sell, or whether it is more likely than not that the Company will be required to sell the investment before recovery of the investment’s amortized cost basis. Evidence considered in this assessment includes reasons for the impairment, the severity and the duration of the impairment and changes in value subsequent to period end. |
Concentrations of credit risk and off-balance sheet risk | Concentrations of credit risk and off-balance sheet risk Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash, cash equivalents and investments. The Company’s cash, cash equivalents and investments are held in accounts with financial institutions that management believes are creditworthy. The Company’s investment policy includes guidelines on the quality of the institutions and financial instruments and defines allowable investments that the Company believes minimizes the exposure to concentration of credit risk. |
Deferred financing costs | Deferred financing costs Offering costs related to debt and equity financing primarily consist of direct and incremental external expenses. In accordance with ASU No. 2015-03, Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”), the Company presents debt issuance costs related to a recognized debt liability in the balance sheet as a direct deduction of the carrying value of the debt liability, consistent with the accounting treatment of debt discounts. The amortization of deferred debt financing costs follows the effective interest rate method. Offering costs related to registration statements and the initiation of the ATM are recorded as an asset and are reclassified to equity on a pro-rata basis based upon the successful selling of common shares compared to the available limits in either equity program. The costs are reviewed for impairment and will be recorded to expense if and when the Company determines that future equity offerings are not probable of occurring. At December 31, 2017 and 2016 , the Company had $571 thousand and $339 thousand of deferred offering costs, respectively, recorded as an Other non-current asset. |
Fair value of financial instruments | Fair value of financial instruments The Company is required to disclose information on all assets and liabilities reported at fair value that enables an assessment of the inputs used in determining the reported fair values. FASB ASC Topic 820, Fair Value Measurement and Disclosures (“ASC 820”), established a hierarchy of inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the financial instrument based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the financial instrument and are developed based on the best information available in the circumstances. The fair value hierarchy applies only to the valuation inputs used in determining the reported or disclosed fair value of the financial instruments and is not a measure of the investment credit quality. Fair value measurements are classified and disclosed in one of the following three categories: • Level 1—Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. • Level 2—Valuations based on quoted prices for similar assets or liabilities in markets that are not active or for which all significant inputs are observable, either directly or indirectly. • Level 3—Valuations that require inputs that reflect the Company’s own assumptions that are both significant to the fair value measurement and unobservable. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Financial instruments measured at fair value on a recurring basis include cash equivalents and investments (Note 3). An entity may elect to measure many financial instruments and certain other items at fair value at specified election dates. Subsequent unrealized gains and losses on items for which the fair value option has been elected will be reported in net loss. The Company did not elect to measure any additional financial instruments or other items at fair value. The Company is also required to disclose the fair value of financial instruments not carried at fair value. The fair value of the Company’s long-term debt (Note 6) is determined using current applicable rates for similar instruments as of the balance sheet dates and assessment of the credit rating of the Company. The carrying value of the Company’s long-term debt approximates fair value because the Company’s interest rate yield is near current market rates. The Company’s long-term debt is considered a Level 3 liability within the fair value hierarchy. There have been no changes to the valuation methods utilized by the Company during the three years ended December 31, 2017 . The Company evaluates transfers between levels at the end of each reporting period. There were no transfers of financial instruments between levels during the years ended December 31, 2017 , 2016 and 2015 . |
Derivative Instruments | Derivative Instruments The Company occasionally issues financial instruments in which a derivative instrument is “embedded”. Upon issuing the financial instrument, the Company assesses whether the economic characteristics of the embedded derivative are clearly and closely related to the economic characteristics of the remaining component of the financial instrument (i.e., the host contract) and whether a separate, non-embedded instrument with the same terms as the embedded instrument would meet the definition of a derivative instrument. When it is determined that (1) the embedded derivative possesses economic characteristics that are not clearly and closely related to the economic characteristics of the host contract and (2) a separate, stand-alone instrument with the same terms would qualify as a derivative instrument, the embedded derivative is separated from the host contract and carried at fair value with any changes in fair value recorded in current period earnings. |
Property and equipment | Property and equipment Property and equipment is stated at cost, less accumulated depreciation. Maintenance and repairs that do not improve or extend the lives of the respective assets are expensed to operations as incurred, while costs of major additions and betterments are capitalized. Upon disposal, the related cost and accumulated depreciation is removed from the accounts and any resulting gain or loss is included in the statements of operations and comprehensive loss. Depreciation is recorded using the straight-line method over the estimated useful lives of the respective assets, which are as follows: Asset Estimated useful life Laboratory equipment 5 Furniture and office equipment 5 Computer hardware and software 3-5 years Leasehold improvements Shorter of the useful life or remaining lease term |
Development of Software for Internal Use | Development of Software for Internal Use The Company accounts for the costs of software developed or obtained for internal use in accordance with ASC 350-40, Internal-Use Software . Costs of materials, consultants, payroll, and payroll-related costs for employees incurred in developing internal-use software are capitalized as incurred. These costs are included in Property and equipment, net. Costs incurred during the preliminary project and post-implementation stages are charged to expense. |
Impairment of long-lived assets | Impairment of long-lived assets The Company evaluates long-lived assets for potential impairment when events or changes in circumstances indicate the carrying value of the assets may not be recoverable. Recoverability is measured by comparing the book values of the assets to the expected future net undiscounted cash flows that the assets are expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the book value of the assets exceed their fair value. The Company recognized $1.0 million of asset impairment losses in the year ended December 31, 2017 related to the September 2017 announcement of its strategic shift to immuno-oncology and a focus on the development of neoantigen cancer vaccines. The Company had not recognized any impairment losses for the years ended December 31, 2016 and 2015 . |
Revenue recognition | Revenue recognition The Company has generated revenue solely through research and development grants with private not-for-profit organizations and federal agencies for the development and commercialization of product candidates. Periodically, the Company receives grants from private not-for-profit organizations and federal agencies to conduct vaccine development research. Funds received in advance of services being performed are recorded as deferred revenue. Revenue under these grants is recognized as research services are performed. |
Research and development expenses | Research and development expenses Research and development costs are charged to expense as incurred in performing research and development activities. The costs include employee compensation costs, facilities and overhead, clinical study and related clinical manufacturing costs, regulatory and other related costs. Nonrefundable advanced payments for goods or services to be received in the future for use in research and development activities are deferred and capitalized. The capitalized amounts are expensed as the related goods are delivered or the services are performed. |
Stock-based compensation expense | Stock-based compensation expense The Company accounts for its stock-based compensation awards to employees and directors in accordance with FASB ASC Topic 718, Compensation-Stock Compensation (“ASC 718”). ASC 718 requires all stock-based payments to employees, including grants of employee stock options and restricted stock, to be recognized in the statements of operations and comprehensive loss based on their grant date fair values. Compensation expense related to awards to employees is recognized on a straight-line basis based on the grant date fair value over the associated service period of the award, which is generally the vesting term. Share-based payments issued to non-employees are recorded at their fair values, and are periodically revalued as the equity instruments vest and are recognized as expense over the related service period in accordance with the provisions of ASC 718 and FASB ASC Topic 505, Equity (“ASC 505”), and are expensed using an accelerated attribution model. The Company estimates the fair value of its stock options using the Black-Scholes option pricing model, which requires the input of subjective assumptions, including (a) the expected volatility of the Company’s stock price, (b) the expected term of the award, (c) the risk-free interest rate, (d) expected dividends and (e) the estimated fair value of the Company’s common stock on the measurement date. Due to the limited operating history of the Company as a public entity and a lack of company specific historical and implied volatility data, the Company has based its estimate of expected volatility on the historical volatility of a group of similar companies that are publicly traded. When selecting these public companies on which it has based its expected stock price volatility, the Company selected companies with comparable characteristics to it, including enterprise value, risk profiles, position within the industry, and with historical share price information sufficient to meet the expected term of the stock-based awards. The Company computes historical volatility data using the daily closing prices for the selected companies’ shares during the equivalent period of the calculated expected term of the stock-based awards. The Company will continue to apply this process until a sufficient amount of historical information regarding the volatility of its own stock price becomes available. Due to the lack of Company specific historical option activity, the Company has estimated the expected term of its employee stock options using the “simplified” method, whereby, the expected term equals the arithmetic average of the vesting term and the original contractual term of the option. The expected term for non-employee awards is the remaining contractual term of the option. The risk-free interest rates are based on the U.S. Treasury securities with a maturity date commensurate with the expected term of the associated award. The Company has never paid, and does not expect to pay dividends in the foreseeable future. The Company early adopted ASU 2016-09, Compensation — Stock Compensation (Topic 718), as of June 30, 2016. In connection with the early adoption, the Company elected an accounting policy to record forfeitures as they occur. There was no financial statement impact upon adoption as the Company had estimated a forfeiture rate of zero given that most option awards vest on a monthly basis. ASU 2016-09 also provides that companies no longer record excess tax benefits or certain tax deficiencies in additional paid-in capital Instead, all excess tax benefits and tax deficiencies are recorded as income tax expense or benefit in the Company's statement of operations and comprehensive loss. There was no financial statement impact of adopting this provision of ASU 2016-09 as the Company is in a net operating loss position and all excess tax benefits that exist from options previously exercised require a full valuation allowance. As such, the adoption of this standard did not have a material impact on the financial statements. |
Income taxes | Income taxes Income taxes are recorded in accordance with FASB ASC Topic 740, Income Taxes (“ASC 740”), which provides for deferred taxes using an asset and liability approach. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and the tax reporting basis of assets and liabilities and are measured using the enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. The Company provides a valuation allowance against net deferred tax assets unless, based upon the available evidence, it is more likely than not that the deferred tax assets will be realized. The Company has evaluated available evidence and concluded that the Company may not realize the benefit of its deferred tax assets; therefore, a valuation allowance has been established for the full amount of the deferred tax assets. The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit will more likely than not be realized. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. As of December 31, 2017 and 2016 , the Company does not have any significant uncertain tax positions. The Company’s policy is to recognize interest and/or penalties related to income tax matters in income tax expense. |
Earnings per share | Earnings per share The Company computes basic and diluted earnings (loss) per share using a methodology that gives effect to the impact of outstanding participating securities (the “two-class method”). For the three years ended December 31, 2017 , there is no income allocation required under the two-class method or dilution attributed to weighted average shares outstanding in the calculation of diluted loss per share. Basic earnings (loss) per share is calculated by dividing net income (loss) by the weighted average shares outstanding during the period, without consideration for common stock equivalents. Diluted earnings (loss) per share is calculated by adjusting weighted average shares outstanding for the dilutive effect of common stock equivalents outstanding for the period, determined using the treasury-stock and if-converted methods. For purposes of the diluted net income (loss) per share calculation, preferred stock, stock options, unvested restricted stock, and warrants are considered to be common stock equivalents but have been excluded from the calculation of diluted net income (loss) per share, as their effect would be anti-dilutive for all periods presented. Therefore, basic and diluted net loss per share were the same for all periods presented. |
Comprehensive loss | Comprehensive loss Comprehensive loss consists of net loss and changes in equity during a period from transactions and other events and circumstances generated from non-owner sources. For all periods presented other comprehensive income (loss), if any, consists of unrealized gains and losses on the Company’s investments. |
Recent accounting pronouncements | Recent accounting pronouncements Standard Description Effect on the financial statements ASU 2014-09, Revenue from Contracts with Customers (Topic 606) The standard will replace existing revenue recognition standards and significantly expand the disclosure requirements for revenue arrangements. It may be adopted either retrospectively or on a modified retrospective basis to new contracts and existing contracts with remaining performance obligations as of the effective date. The Company does not currently have any arrangements that would be impacted by the new standard. ASU 2016-02, Leases (Topic 842) In February 2016, the FASB issued ASU 2016-02, which replaces the existing lease accounting standards. The new standard requires a dual approach for lessee accounting under which a lessee would account for leases as finance (also referred to as capital) leases or operating leases. Both finance leases and operating leases will result in the lessee recognizing a right-of-use asset and corresponding lease liability. For finance leases the lessee would recognize interest expense and amortization of the right-of-use asset and for operating leases the lessee would recognize straight-line total lease expense. ASU 2016-02 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. The Company generally does not finance purchases of equipment but it does lease office and lab facilities. The Company is in the process of evaluating the effect that this ASU will have on its consolidated financial statements and related disclosures. ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash In November 2016, the FASB issued ASU 2016-18, which requires additional disclosures related to restricted cash. The new standard requires that amounts generally described as restricted cash and restricted cash equivalents be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. ASU 2016-18 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. The Company does not expect the adoption of this standard to have a material effect on its consolidated financial statements. |
Summary of significant accoun24
Summary of significant accounting policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Schedule of estimated useful lives of assets | Depreciation is recorded using the straight-line method over the estimated useful lives of the respective assets, which are as follows: Asset Estimated useful life Laboratory equipment 5 Furniture and office equipment 5 Computer hardware and software 3-5 years Leasehold improvements Shorter of the useful life or remaining lease term |
Schedule of antidilutive securities excluded from Computation of earnings per share | The following common stock equivalents, presented on an as converted basis, were excluded from the calculation of net loss per share for the periods presented, due to their anti-dilutive effect (in thousands): Years ended December 31, 2017 2016 2015 Stock options 4,129 3,807 2,723 Restricted stock units 24 — — Warrants 78 78 78 Outstanding ESPP — 73 144 Total 4,231 3,958 2,945 |
Schedule of recent accounting pronouncements | Standard Description Effect on the financial statements ASU 2014-09, Revenue from Contracts with Customers (Topic 606) The standard will replace existing revenue recognition standards and significantly expand the disclosure requirements for revenue arrangements. It may be adopted either retrospectively or on a modified retrospective basis to new contracts and existing contracts with remaining performance obligations as of the effective date. The Company does not currently have any arrangements that would be impacted by the new standard. ASU 2016-02, Leases (Topic 842) In February 2016, the FASB issued ASU 2016-02, which replaces the existing lease accounting standards. The new standard requires a dual approach for lessee accounting under which a lessee would account for leases as finance (also referred to as capital) leases or operating leases. Both finance leases and operating leases will result in the lessee recognizing a right-of-use asset and corresponding lease liability. For finance leases the lessee would recognize interest expense and amortization of the right-of-use asset and for operating leases the lessee would recognize straight-line total lease expense. ASU 2016-02 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. The Company generally does not finance purchases of equipment but it does lease office and lab facilities. The Company is in the process of evaluating the effect that this ASU will have on its consolidated financial statements and related disclosures. ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash In November 2016, the FASB issued ASU 2016-18, which requires additional disclosures related to restricted cash. The new standard requires that amounts generally described as restricted cash and restricted cash equivalents be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. ASU 2016-18 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. The Company does not expect the adoption of this standard to have a material effect on its consolidated financial statements. |
Cash, cash equivalents and in25
Cash, cash equivalents and investments (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of cash, cash equivalents and investments carried at fair value | The following table presents the cash equivalents and investments carried at fair value in accordance with the hierarchy defined in Note 2 (in thousands): Total Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) December 31, 2017 Money market funds, included in cash equivalents $ 11,528 $ 11,528 $ — $ — Total $ 11,528 $ 11,528 $ — $ — December 31, 2016 Money market funds, included in cash equivalents $ 25,602 $ 25,602 $ — $ — Certificates of deposit, included in cash equivalents 992 — 992 — Investments - U.S treasuries 16,508 16,508 — — Investments - certificates of deposit 19,429 — 19,429 — Total $ 62,531 $ 42,110 $ 20,421 $ — |
Schedule of investments | Cash equivalents and investments at December 31, 2016 consist of the following (in thousands): Contractual Maturity Amortized Cost Unrealized Gains Unrealized Losses Fair Value Cash equivalents and investments U.S. Treasuries 31-181 days $ 16,508 $ — $ — $ 16,508 Certificates of deposit 4-180 days 20,421 — — 20,421 Total $ 36,929 $ — $ — $ 36,929 |
Property and equipment, net (Ta
Property and equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment, net | Property and equipment, net consist of the following (in thousands): December 31, 2017 2016 Laboratory equipment $ 3,771 $ 4,894 Furniture office equipment 447 921 Computer hardware 315 317 Leasehold improvements 1,524 1,514 Internally developed software 1,970 1,390 Total property and equipment 8,027 9,036 Accumulated depreciation (4,567 ) (4,165 ) Property and equipment, net $ 3,460 $ 4,871 |
Accrued expenses and other cu27
Accrued expenses and other current liabilities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses and other current liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, 2017 2016 Payroll and employee-related costs $ 1,830 $ 2,090 Restructuring costs 44 — Research and development costs 2,886 1,239 Other current liabilities 844 849 Total $ 5,604 $ 4,178 |
Long-term debt (Tables)
Long-term debt (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Long-term Debt, Unclassified [Abstract] | |
Schedule of future principal payments on the 2014 Term Loan | uture principal payments, including the End of Term Charge, on the 2014 Term Loan are as follows (in thousands): December 31, 2017 2018 $ 6,659 2019 8,034 Total $ 14,693 |
Commitments and contingencies (
Commitments and contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of minimum future lease payments under the operating leases | The minimum future lease payments under both the 2016 Lease and the 2015 Lease are as follows (in thousands): December 31, 2017 2018 $ 1,607 2019 1,637 2020 274 Total $ 3,518 |
Stock and employee benefit pl30
Stock and employee benefit plans (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of stock-based compensation expense for stock options granted to employees and non-employees | Total stock-based compensation expense is recognized for stock options granted to employees and non-employees and has been reported in the Company’s Statements of Operations as follows (in thousands): Years ended December 31, 2017 2016 2015 Research and development $ 1,310 $ 1,568 $ 1,690 General and administrative 2,924 2,579 2,158 Total $ 4,234 $ 4,147 $ 3,848 |
Schedule of stock option activity for employees and nonemployees | The following table summarizes stock option activity for employees and nonemployees (shares in thousands): Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding at December 31, 2016 3,807 $ 5.94 7.52 $ 2,441 Granted 1,475 $ 4.74 Exercised (155 ) $ 2.95 Canceled (998 ) $ 6.52 Outstanding at December 31, 2017 4,129 $ 5.48 7.07 $ — Exercisable at December 31, 2017 2,378 $ 5.98 6.05 $ — Vested or expected to vest at December 31, 2017 4,129 $ 5.48 7.07 $ — |
Schedule of assumptions underlying common stock on each measurement date | The Company estimates the fair value of each employee stock award on the grant date using the Black-Scholes option-pricing model based on the following assumptions: Years ended December 31, 2017 2016 2015 Expected Volatility 74.6% - 90.1% 67.4% - 77.9% 68.5% - 85.3% Risk-free interest rate 1.85% - 2.18% 1.14% - 2.09% 1.56% - 1.94% Expected term (in years) 5.5 - 9.88 5.50 - 6.08 5.50 - 6.08 Expected dividend yield 0% 0% 0% |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of the significant components of the deferred tax assets | The significant components of the Company’s deferred tax assets are comprised of the following: December 31, 2017 2016 Deferred tax assets: U.S and state net operating loss carryforwards $ 42,895 $ 52,829 Capitalized R&D 21,924 20,280 Research and development credits 8,582 6,422 Stock-based compensation 1,808 2,184 Accrued expenses 474 794 Depreciation and amortization 761 784 Other temporary differences 116 365 Total deferred tax assets 76,560 83,658 Less valuation allowance (76,560 ) (83,658 ) Net deferred tax assets $ — $ — |
Schedule of a reconciliation of income tax expense computed at the statutory federal income tax rate to income taxes | A reconciliation of income tax expense computed at the statutory federal income tax rate to income taxes as reflected in the consolidated financial statements is as follows: Years ended December 31, 2017 2016 2015 Federal income tax expense at statutory rate 34.0 % 34.0 % 34.0 % State income tax, net of federal benefit 5.1 % 5.0 % 4.6 % Permanent differences (1.2 )% (1.5 )% (2.1 )% Research and development credit 2.9 % 2.5 % 1.9 % Change in tax rate (52.8 )% 0.0 % 0.0 % Change in valuation allowance 12.5 % (40.0 )% (38.4 )% Other, net (0.5 )% 0.0 % 0.0 % Effective tax rate 0.0 % 0.0 % 0.0 % |
Restructuring costs (Tables)
Restructuring costs (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Reserve by Type of Cost [Table Text Block] | The following table summarizes the impact of the September 2017 restructuring activities for the year ended December 31, 2017 , along with the current liability recorded in the balance sheet as of December 31, 2017 (in thousands): Charges incurred during the year ended December 31, 2017 Amount paid through December 31, 2017 Less non-cash charges during the year ended December 31, 2017 Remaining liability at December 31, 2017 Employee severance, benefits and related costs $ 1,064 $ (1,050 ) $ — $ 14 Contract terminations 526 — — 526 Asset impairments 1,028 — (1,028 ) — Total $ 2,618 $ (1,050 ) $ (1,028 ) $ 540 |
Quarterly financial informati33
Quarterly financial information (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of quarterly financial information | Three Months Ended, March 31, 2016 June 30, 2016 September 30, 2016 December 31, 2016 Revenue $ 235 $ — $ — $ — Operating expenses 9,664 10,704 12,430 15,682 Net loss (9,751 ) (11,023 ) (12,765 ) (16,034 ) Net loss per share - basic and diluted $ (0.35 ) $ (0.39 ) $ (0.45 ) $ (0.56 ) Weighted-average number of common shares used in computing net loss per share - basic and diluted 28,152 28,276 28,370 28,394 |
Organization and operations - T
Organization and operations - The Company (Details) - USD ($) $ in Thousands | Jan. 19, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Class of Stock [Line Items] | ||||
Accumulated deficit | $ 264,193 | $ 207,483 | ||
Cash, cash equivalents and investments | $ 12,300 | |||
Common stock, shares issued (in shares) | 28,734,898 | 28,446,000 | ||
Subsequent event | ||||
Class of Stock [Line Items] | ||||
Common stock, shares issued (in shares) | 53,365,000 | |||
Proceeds From Concurrent Offering | $ 51,700 | |||
Concurrent Offering, Warrants Issued To Purchase Common Stock | Subsequent event | ||||
Class of Stock [Line Items] | ||||
Number of shares that may be purchased by warrant | 26,682,500 | |||
Series A Preferred Stock | Concurrent Offering, Warrants Issued To Purchase Series A Convertible Preferred Stock | Subsequent event | ||||
Class of Stock [Line Items] | ||||
Preferred stock issued (in shares) | 1,635 | |||
Common Shares | Subsequent event | ||||
Class of Stock [Line Items] | ||||
Convertible preferred stock shares issued upon conversion (in shares) | 1,635,000 | |||
Warrants to purchase Common Stock | Subsequent event | ||||
Class of Stock [Line Items] | ||||
Convertible preferred stock shares issued upon conversion (in shares) | 817,500 | |||
Strategic Alternatives For GEN-003 | ||||
Class of Stock [Line Items] | ||||
Restructuring And Related Activities, Expected Workforce Reduction, Percent | 40.00% |
Summary of significant accoun35
Summary of significant accounting policies - Additional information (Details) shares in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||
Sep. 30, 2014USD ($) | Dec. 31, 2017USD ($)instrument | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2017USD ($)instrumentsegmentshares | Dec. 31, 2016USD ($)shares | Dec. 31, 2015USD ($)shares | Dec. 31, 2014USD ($) | |
Segment information | |||||||||||||
Number of operating segments | segment | 1 | ||||||||||||
Number of geographical segments | segment | 1 | ||||||||||||
Cash, cash equivalents and investments | |||||||||||||
Maximum maturity period for a highly liquid investment to be considered cash and cash equivalents | 90 days | ||||||||||||
Minimum maturity period for marketable securities | 1 year | ||||||||||||
Realized gains (losses) recognized for available-for-sale investments | $ 0 | $ 0 | |||||||||||
Number of investments in an unrealized loss position | instrument | 0 | 0 | |||||||||||
Concentrations of credit risk and off-balance sheet risk | |||||||||||||
Number of financial instruments with off-balance sheet risk of loss | instrument | 0 | ||||||||||||
Deferred financing costs | |||||||||||||
Deferred offering costs | $ 571,000 | $ 339,000 | $ 571,000 | 339,000 | |||||||||
Fair value of financial instruments | |||||||||||||
Transfers of financial assets between levels | 0 | 0 | 0 | 0 | $ 0 | ||||||||
Transfers of financial liabilities between levels | 0 | 0 | 0 | 0 | $ 0 | ||||||||
Asset Impairment Charges | |||||||||||||
Asset impairment | 1,028,000 | 0 | $ 0 | ||||||||||
Commitments and contingencies | |||||||||||||
Grant revenue | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 235,000 | $ 0 | $ 235,000 | $ 670,000 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||||||
Antidilutive securities excluded from computation of earnings per share | shares | 4,231 | 3,958 | 2,945 | ||||||||||
Bill And Melinda Gates Foundation [Member] | |||||||||||||
Commitments and contingencies | |||||||||||||
Grant received | $ 1,200,000 | ||||||||||||
Grant revenue | $ 235,000 | $ 640,000 | |||||||||||
Employee stock options | |||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||||||
Antidilutive securities excluded from computation of earnings per share | shares | 4,129 | 3,807 | 2,723 | ||||||||||
Restricted Stock Units (RSUs) | |||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||||||
Antidilutive securities excluded from computation of earnings per share | shares | 24 | 0 | 0 | ||||||||||
Warrant | |||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||||||
Antidilutive securities excluded from computation of earnings per share | shares | 78 | 78 | 78 | ||||||||||
2014 ESPP | |||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||||||
Antidilutive securities excluded from computation of earnings per share | shares | 0 | 73 | 144 |
Summary of significant accoun36
Summary of significant accounting policies - Property and equipment (Details) | 12 Months Ended |
Dec. 31, 2017 | |
Laboratory equipment | |
Property and equipment | |
Estimated useful life | 5 years |
Furniture and office equipment | |
Property and equipment | |
Estimated useful life | 5 years |
Computer hardware and software | Minimum | |
Property and equipment | |
Estimated useful life | 3 years |
Computer hardware and software | Maximum | |
Property and equipment | |
Estimated useful life | 5 years |
Cash, cash equivalents and in37
Cash, cash equivalents and investments - Schedule of cash, cash equivalents and investments (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Cash equivalents and investments | ||
Marketable securities | $ 36,929 | |
Recurring | ||
Cash equivalents and investments | ||
Money market funds, included in cash equivalents | 11,528 | $ 25,602 |
Certificates of deposit, included in cash equivalents | 992 | |
Total | 11,528 | 62,531 |
Recurring | Quoted prices in active markets (Level 1) | ||
Cash equivalents and investments | ||
Money market funds, included in cash equivalents | 11,528 | 25,602 |
Certificates of deposit, included in cash equivalents | 0 | |
Total | 11,528 | 42,110 |
Recurring | Significant other observable inputs (Level 2) | ||
Cash equivalents and investments | ||
Money market funds, included in cash equivalents | 0 | 0 |
Certificates of deposit, included in cash equivalents | 992 | |
Total | 0 | 20,421 |
Recurring | Significant unobservable inputs (Level 3) | ||
Cash equivalents and investments | ||
Money market funds, included in cash equivalents | 0 | 0 |
Certificates of deposit, included in cash equivalents | 0 | |
Total | 0 | 0 |
U.S. Treasuries | ||
Cash equivalents and investments | ||
Marketable securities | 16,508 | |
U.S. Treasuries | Recurring | ||
Cash equivalents and investments | ||
Marketable securities | 16,508 | |
U.S. Treasuries | Recurring | Quoted prices in active markets (Level 1) | ||
Cash equivalents and investments | ||
Marketable securities | 16,508 | |
U.S. Treasuries | Recurring | Significant other observable inputs (Level 2) | ||
Cash equivalents and investments | ||
Marketable securities | 0 | |
U.S. Treasuries | Recurring | Significant unobservable inputs (Level 3) | ||
Cash equivalents and investments | ||
Marketable securities | 0 | |
Certificates of deposit | ||
Cash equivalents and investments | ||
Marketable securities | $ 20,421 | |
Certificates of deposit | Recurring | ||
Cash equivalents and investments | ||
Marketable securities | 19,429 | |
Certificates of deposit | Recurring | Quoted prices in active markets (Level 1) | ||
Cash equivalents and investments | ||
Marketable securities | 0 | |
Certificates of deposit | Recurring | Significant other observable inputs (Level 2) | ||
Cash equivalents and investments | ||
Marketable securities | 19,429 | |
Certificates of deposit | Recurring | Significant unobservable inputs (Level 3) | ||
Cash equivalents and investments | ||
Marketable securities | $ 0 |
Cash, cash equivalents and in38
Cash, cash equivalents and investments - Schedule of investments (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Schedule of Investments [Line Items] | ||
Contracted maturity | 1 year | |
Amortized Cost | $ 36,929 | |
Unrealized Gains | 0 | |
Unrealized Losses | 0 | |
Fair Value | 36,929 | |
U.S. Treasuries | ||
Schedule of Investments [Line Items] | ||
Amortized Cost | 16,508 | |
Unrealized Gains | 0 | |
Unrealized Losses | 0 | |
Fair Value | $ 16,508 | |
U.S. Treasuries | Current assets | Minimum | ||
Schedule of Investments [Line Items] | ||
Contracted maturity | 31 days | 60 days |
U.S. Treasuries | Current assets | Maximum | ||
Schedule of Investments [Line Items] | ||
Contracted maturity | 181 days | 184 days |
Certificates of deposit | ||
Schedule of Investments [Line Items] | ||
Amortized Cost | $ 20,421 | |
Unrealized Gains | 0 | |
Unrealized Losses | 0 | |
Fair Value | $ 20,421 | |
Certificates of deposit | Current assets | Minimum | ||
Schedule of Investments [Line Items] | ||
Contracted maturity | 4 days | 91 days |
Certificates of deposit | Current assets | Maximum | ||
Schedule of Investments [Line Items] | ||
Contracted maturity | 180 days | 365 days |
Certificates of deposit | Noncurrent assets | Minimum | ||
Schedule of Investments [Line Items] | ||
Contracted maturity | 365 days |
Property and equipment, net (De
Property and equipment, net (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Property and equipment, net | |||
Total property and equipment | $ 8,027,000 | $ 9,036,000 | |
Accumulated depreciation | (4,567,000) | (4,165,000) | |
Property and equipment, net | 3,460,000 | 4,871,000 | |
Depreciation expense | 1,200,000 | 1,700,000 | $ 1,100,000 |
Laboratory equipment | |||
Property and equipment, net | |||
Total property and equipment | 3,771,000 | 4,894,000 | |
Furniture and office equipment | |||
Property and equipment, net | |||
Total property and equipment | 447,000 | 921,000 | |
Computer hardware | |||
Property and equipment, net | |||
Total property and equipment | 315,000 | 317,000 | |
Leasehold improvements | |||
Property and equipment, net | |||
Total property and equipment | 1,524,000 | 1,514,000 | |
Internally developed software | |||
Property and equipment, net | |||
Total property and equipment | 1,970,000 | 1,390,000 | |
Depreciation expense | $ 288,371.97 | $ 100,000 | $ 0 |
Accrued expenses and other cu40
Accrued expenses and other current liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Payables and Accruals [Abstract] | ||
Payroll and employee-related costs | $ 1,830 | $ 2,090 |
Restructuring costs | 44 | 0 |
Research and development costs | 2,886 | 1,239 |
Other current liabilities | 844 | 849 |
Total | $ 5,604 | $ 4,178 |
Long-term debt (Details)
Long-term debt (Details) | Nov. 20, 2014USD ($)trancheinstallment$ / sharesshares | Dec. 31, 2017USD ($)trancheshares | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Jun. 30, 2015USD ($) | Sep. 30, 2013USD ($) |
Long-Term Debt | ||||||
Repay indebtedness | $ 3,149,000 | $ 0 | $ 0 | |||
Warrants to purchase Common Stock | ||||||
Long-Term Debt | ||||||
Exercisable amount (in shares) | shares | 77,603 | |||||
Hercules Technology Growth Capital, Inc. | Private placement | ||||||
Long-Term Debt | ||||||
Issuance of common stock | $ 2,000,000 | |||||
Subsequent private placement equity financings, amount | 2,000,000 | |||||
Financing costs allocated to additional paid-in capital | $ 36,000 | |||||
Hercules Technology Growth Capital, Inc. | Private placement | Common stock | ||||||
Long-Term Debt | ||||||
Issuance of common stock (in shares) | shares | 223,463 | |||||
Issuance of common stock | $ 2,000,000 | |||||
Hercules Technology Growth Capital, Inc. | Warrants to purchase Common Stock | ||||||
Long-Term Debt | ||||||
Exercisable amount (in shares) | shares | 73,725 | 73,725 | ||||
Warrant, exercisable, value | $ 607,500 | |||||
Exercise price of warrant (in dollars per share) | $ / shares | $ 8.24 | |||||
Line of credit | ||||||
Long-Term Debt | ||||||
Number of tranches | tranche | 3 | |||||
Line of credit | 2014 Term Loan | ||||||
Long-Term Debt | ||||||
Debt financing | $ 27,000,000 | |||||
Extended term | 6 months | |||||
Period of monthly payments of principal and accrued interest | 18 months | |||||
Number of monthly payments of principal and accrued interest | installment | 30 | |||||
Prepayment, written notice period | 7 days | |||||
Prepayment charge, first twelve months (as a percent) | 3.00% | |||||
Prepayment charge, between twelve months and twenty four months (as a percent) | 2.00% | |||||
Prepayment charge, after twenty four months (as a percent) | 1.00% | |||||
Additional interest rate (as a percent) | 5.00% | |||||
End of term charge (as a percent) | 4.95% | |||||
Attachment or judgment on the Company's assets causing an event of default, minimum | $ 100,000 | |||||
Default of the Company's involving indebtedness causing an event of default, minimum | 100,000 | |||||
Financing costs | 100,000 | $ 300,000 | ||||
Debt discount | 200,000 | |||||
Effective interest rate (as a percent) | 10.20% | |||||
Outstanding borrowings | $ 17,000,000 | |||||
Interest expense | 1,700,000 | $ 1,300,000 | ||||
Line of credit | 2014 Term Loan, first tranche | ||||||
Long-Term Debt | ||||||
Debt financing | 17,000,000 | |||||
Draw downs | 12,000,000 | 14,300,000 | ||||
Expired amount of borrowing capacity | $ 5,000,000 | |||||
Line of credit | 2013 Term Loan | ||||||
Long-Term Debt | ||||||
Debt financing | $ 10,000,000 | |||||
Repay indebtedness | 9,800,000 | |||||
Line of credit | 2014 Term Loan, second tranche | ||||||
Long-Term Debt | ||||||
Debt financing | $ 5,000,000 | |||||
Interest rate (as a percent) | 7.25% | |||||
Line of credit | 2014 Term Loan, second tranche | Prime rate | ||||||
Long-Term Debt | ||||||
Variable rate basis (as a percent) | 7.25% | |||||
Spread on variable rate basis (as a percent) | 5.00% | |||||
Line of credit | 2014 Term Loan, third tranche | ||||||
Long-Term Debt | ||||||
Debt financing | $ 5,000,000 | |||||
Line of credit | Term Loan 2014, First Amendment | ||||||
Long-Term Debt | ||||||
Debt financing | $ 5,000,000 | |||||
Number of tranches | tranche | 2 | |||||
Line of credit | Term Loan 2014, First Amendment, tranche 2 | ||||||
Long-Term Debt | ||||||
Debt financing | $ 5,000,000 | |||||
Line of credit | Term Loan 2014, First Amendment, tranche 1 | ||||||
Long-Term Debt | ||||||
Debt financing | $ 5,000,000 |
Long-term debt - Schedule of fu
Long-term debt - Schedule of future principal payments (Details) - Line of credit - 2014 Term Loan $ in Thousands | Dec. 31, 2017USD ($) |
Future principal payments | |
2,018 | $ 6,659 |
2,019 | 8,034 |
Total | $ 14,693 |
Warrants (Details)
Warrants (Details) - shares | Dec. 31, 2017 | Nov. 20, 2014 |
Warrants to purchase Common Stock | ||
Warrants | ||
Warrants outstanding (in shares) | 77,603 | |
Warrants to purchase Common Stock | Hercules Technology Growth Capital, Inc. | ||
Warrants | ||
Warrants outstanding (in shares) | 73,725 | 73,725 |
Warrants to purchase redeemable convertible preferred stock automatically converted to warrants to purchase common stock | ||
Warrants | ||
Warrants outstanding (in shares) | 3,878 |
Commitments and contingencies -
Commitments and contingencies - Lease commitments (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
May 31, 2016 | Jun. 30, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Operating Leased Assets [Line Items] | |||||
Renewal term | 3 years | 3 years | |||
Rent expense | $ 1,500 | $ 1,400 | $ 1,200 | ||
Minimum future lease payments under operating leases | |||||
2,018 | 1,607 | ||||
2,019 | 1,637 | ||||
2,020 | 274 | ||||
Total | 3,518 | ||||
2016 Lease | |||||
Operating Leased Assets [Line Items] | |||||
Security deposit | $ 316 |
Commitments and contingencies45
Commitments and contingencies - Significant contracts and agreements (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2014 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Commitments and contingencies | ||||||||||||
Revenue from grants | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 235 | $ 0 | $ 235 | $ 670 | |
Amount expensed related to agreements | 39,204 | 34,645 | 28,049 | |||||||||
Bill And Melinda Gates Foundation [Member] | ||||||||||||
Commitments and contingencies | ||||||||||||
Grant received | $ 1,200 | |||||||||||
Revenue from grants | 235 | 640 | ||||||||||
FUJIFILM Diosynth Biotechnologies U.S.A. Inc. | Supply agreement | ||||||||||||
Commitments and contingencies | ||||||||||||
Amount expensed related to agreements | 3,600 | $ 4,700 | $ 4,200 | |||||||||
Restructuring Costs | FUJIFILM Diosynth Biotechnologies U.S.A. Inc. | Supply agreement | ||||||||||||
Commitments and contingencies | ||||||||||||
Amount expensed related to agreements | $ 526 |
Commitments and contingencies46
Commitments and contingencies - Refund of research and development expense (Details) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | 32 Months Ended | ||
Feb. 29, 2016 | Sep. 30, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2012 | |
Commitments and Contingencies Disclosure [Abstract] | ||||||
Refund of research and development expense | $ 1,600 | $ 0 | $ 1,592 | $ 0 | $ (1,600) | |
Number of days from written notice | 30 days |
Convertible Preferred Stock a47
Convertible Preferred Stock and Stockholder's Equity (Deficit) (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||
May 31, 2017 | Jan. 31, 2017 | Apr. 30, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2013 | May 08, 2015 | Mar. 02, 2015 | |
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | |||||||||
Common stock, shares authorized | 175,000,000 | 175,000,000 | |||||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |||||||
Common stock, shares issued (in shares) | 28,734,898 | 28,446,000 | |||||||
Common stock, shares outstanding | 28,735,000 | 28,445,000 | |||||||
Restricted stock | |||||||||
At-the-market Equity Offering Program, Common Stock, Value, Maximum | $ 50,000,000 | $ 40,000,000 | |||||||
Sale of Stock, Number of Shares Issued in Transaction | 52,000 | 136,000 | |||||||
Proceeds from underwritten public offering, net of issuance costs | $ 200,000 | $ 800,000 | |||||||
Outstanding options | |||||||||
Restricted stock | |||||||||
Options exercised (in shares) | 155,000 | ||||||||
Stock options granted (in shares) | 1,474,800 | 1,576,700 | 715,262 | ||||||
Restricted stock | |||||||||
Restricted stock | |||||||||
Number of shares issued (in shares) | 35,964 | 35,964 | |||||||
Number of shares subject to repurchase by entity (in shares) | 1,941 | ||||||||
Director | Outstanding options | |||||||||
Restricted stock | |||||||||
Options exercised (in shares) | 31,092 | ||||||||
2014 ESPP | Restricted Stock Units (RSUs) | |||||||||
Restricted stock | |||||||||
Stock options granted (in shares) | 47,620 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | (7,937) | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Number | (23,810) | ||||||||
2014 ESPP | Performance-based stock options | |||||||||
Restricted stock | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Number | (15,873) |
Stock and employee benefit pl48
Stock and employee benefit plans (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Jan. 01, 2018 | |
Stock-based compensation | ||||
Stock-based compensation expense | $ 4,234 | $ 4,147 | $ 3,848 | |
Outstanding options | ||||
Stock-based compensation | ||||
Stock options granted (in shares) | 1,474,800 | 1,576,700 | 715,262 | |
Nonemployee options | Consultants and members of its Scientific Advisory Board | ||||
Stock-based compensation | ||||
Stock-based compensation expense | $ 338 | $ 271 | $ 263 | |
2014 Equity Plan | ||||
Stock-based compensation | ||||
Number of shares authorized (in shares) | 903,494 | |||
Percentage applied on total number of shares of common stock outstanding on previous calendar year for automatic inclusion in the plan (lessor of) | 4.00% | |||
2014 Equity Plan | Subsequent event | ||||
Stock-based compensation | ||||
Number of shares authorized (in shares) | 1,149,396 | |||
2007 Equity Plan | ||||
Stock-based compensation | ||||
Number of shares available for grant (in shares) | 219,765 | |||
2007 Equity Plan and 2014 Equity Plan | Outstanding options | ||||
Stock-based compensation | ||||
Number of shares available for grant (in shares) | 1,114,067 | |||
Common shares that may be issued (in shares) | 5,274,992 |
Stock and employee benefit pl49
Stock and employee benefit plans - Stock based compensation expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Stock Based Compensation Expense | |||
Total stock-based compensation expense | $ 4,234 | $ 4,147 | $ 3,848 |
Research and development | |||
Stock Based Compensation Expense | |||
Total stock-based compensation expense | 1,310 | 1,568 | 1,690 |
General and administrative | |||
Stock Based Compensation Expense | |||
Total stock-based compensation expense | $ 2,924 | $ 2,579 | $ 2,158 |
Stock and employee benefit pl50
Stock and employee benefit plans - Stock options (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Fair value of each employee stock award on the grant date and the assumptions regarding the fair value of the underlying common stock | ||||
Expected dividend yield | 0.00% | 0.00% | 0.00% | |
Minimum | ||||
Fair value of each employee stock award on the grant date and the assumptions regarding the fair value of the underlying common stock | ||||
Expected volatility (as a percent) | 67.40% | 68.50% | 86.20% | |
Risk-free interest rate | 1.14% | 1.56% | 1.75% | |
Expected term | 5 years 6 months | 5 years 6 months | ||
Maximum | ||||
Fair value of each employee stock award on the grant date and the assumptions regarding the fair value of the underlying common stock | ||||
Expected volatility (as a percent) | 77.90% | 85.30% | 103.60% | |
Risk-free interest rate | 2.09% | 1.94% | 2.00% | |
Expected term | 6 years 29 days | 6 years 29 days | 6 years 3 months | |
Outstanding options | ||||
Shares | ||||
Outstanding at the beginning of the period (in shares) | 3,807,000 | |||
Granted (in shares) | 1,474,800 | 1,576,700 | 715,262 | |
Exercised (in shares) | (155,000) | |||
Canceled (in shares) | (998,000) | |||
Outstanding at the end of the period (in shares) | 4,129,000 | 3,807,000 | ||
Exercisable at the end of the period (in shares) | 2,378,000 | |||
Vested or expected to vest at the end of the period (in shares) | 4,129,000 | |||
Weighted - Average Exercise Price | ||||
Outstanding at the beginning of the period (in dollars per share) | $ 5.94 | |||
Granted (in dollars per share) | 4.74 | |||
Exercised (in dollars per share) | 2.95 | |||
Canceled (in dollars per share) | 6.52 | |||
Outstanding at the end of the period (in dollars per share) | 5.48 | $ 5.94 | ||
Exercisable at the end of the period (in dollars per share) | 5.98 | |||
Vested or expected to vest at the end of the period (in dollars per share) | $ 5.48 | |||
Weighted- Average Remaining Contractual Term | ||||
Outstanding at the end of the period | 7 years 26 days | 7 years 6 months 7 days | ||
Exercisable at the end of the period | 6 years 18 days | |||
Vested or expected to vest at the end of the period | 7 years 26 days | |||
Aggregate Intrinsic Value | ||||
Outstanding at the beginning of the period (in dollars) | $ 2,441 | |||
Outstanding at the end of the period (in dollars) | 0 | $ 2,441 | ||
Exercisable at the end of the period (in dollars) | 0 | |||
Vested or expected to vest at the end of the period (in dollars) | $ 0 | |||
Weighted average grant date fair value (in dollars per share) | $ 3.16 | $ 3.56 | $ 9.12 | |
Exercised (in dollars) | $ 442,000 | $ 113,000 | $ 1,000,000 | |
Expected term for recognition of unrecognized compensation cost (in years) | 2 years 4 months 17 days | |||
Employee stock options | ||||
Aggregate Intrinsic Value | ||||
Total unrecognized compensation cost, net of related forfeiture estimates | $ 4,800,000 | |||
Nonemployee options | ||||
Aggregate Intrinsic Value | ||||
Total unrecognized compensation cost, net of related forfeiture estimates | $ 228,000 | $ 269,000 | $ 255,000 |
Stock and employee benefit pl51
Stock and employee benefit plans - Performance Based Stock Options, Employee Stock Purchase Plan and 401(k) Savings plan (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Feb. 10, 2014 | |
Additional disclosures | ||||
Stock-based compensation expense | $ 4,234,000 | $ 4,147,000 | $ 3,848,000 | |
401(k) Savings plan | ||||
Additional disclosures | ||||
Contributions made by employer to the plan | 224,000 | 243,000 | 174,000 | |
Performance-based stock options | ||||
Additional disclosures | ||||
Stock-based compensation expense | $ 0 | |||
Options outstanding (in shares) | 56,336 | |||
Employee stock purchase plan | 2014 ESPP | ||||
Additional disclosures | ||||
Stock-based compensation expense | $ 121,000 | $ 155,000 | $ 113,000 | |
Number of shares of common stock authorized under the plan | 200,776 | |||
Option period | 6 months | |||
Number of shares issued (in shares) | 73,461 | 70,774 | 40,912 | |
Shares remaining for future issuance (in shares) | 7 |
Income taxes (Details)
Income taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Deferred tax assets: | |||
U.S and state net operating loss carryforwards | $ 42,895 | $ 52,829 | |
Capitalized R&D | 21,924 | 20,280 | |
Research and development credits | 8,582 | 6,422 | |
Stock based compensation | 1,808 | 2,184 | |
Accrued expenses | 474 | 794 | |
Depreciation and amortization | 761 | 784 | |
Other temporary differences | 116 | 365 | |
Total deferred tax assets | 76,560 | 83,658 | |
Deferred Tax Assets, Valuation Allowance, Noncurrent | (76,560) | (83,658) | |
Net deferred tax assets | 0 | 0 | |
Increase in valuation allowance | $ 7,100 | $ 21,000 | |
Reconciliation of income tax expense | |||
Federal income tax expense at statutory rate | 34.00% | 34.00% | 34.00% |
State income tax, net of federal benefit | 5.10% | 5.00% | 4.60% |
Permanent differences | (1.20%) | (1.50%) | (2.10%) |
Research and development credit | 2.90% | 2.50% | 1.90% |
Effective tax rate | 12.50% | (40.00%) | (38.40%) |
Effective tax rate | 0.00% | 0.00% | 0.00% |
Income taxes - Additional infor
Income taxes - Additional information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income taxes | |||
Increase in valuation allowance | $ 7,100,000 | $ 21,000,000 | |
Estimated tax expense (benefit) from remeasurement of deferred taxes | 0 | ||
Deductions related to stock options | $ 2,800,000 | ||
Unrecognized accrued interest or penalties related to uncertain tax positions | 0 | 0 | |
Uncertain tax position | 0 | 0 | |
U.S. federal | |||
Income taxes | |||
Net operating loss carryforwards | 160,600,000 | 136,600,000 | 143,800,000 |
U.S. federal | Research and development | |||
Income taxes | |||
Tax credit carryforwards | 6,100,000 | 4,800,000 | |
U.S. state | |||
Income taxes | |||
Net operating loss carryforwards | 145,100,000 | 121,200,000 | $ 128,500,000 |
U.S. state | Research and development | |||
Income taxes | |||
Tax credit carryforwards | $ 2,900,000 | $ 2,500,000 |
Restructuring costs (Details)
Restructuring costs (Details) | 1 Months Ended |
Sep. 30, 2017 | |
Strategic Alternatives For GEN-003 | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring And Related Activities, Expected Workforce Reduction, Percent | 40.00% |
Restructuring costs Schedule of
Restructuring costs Schedule of Restructuring Reserve (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Restructuring Cost and Reserve [Line Items] | |
Amount paid through December 31, 2017 | $ (1,050) |
Less non-cash charges during the year ended December 31, 2017 | (1,028) |
Remaining liability at December 31, 2017 | 540 |
Strategic Alternatives For GEN-003 | |
Restructuring Cost and Reserve [Line Items] | |
Charges incurred during the year ended December 31, 2017 | 2,618 |
Employee severance, benefits and related costs | Strategic Alternatives For GEN-003 | |
Restructuring Cost and Reserve [Line Items] | |
Charges incurred during the year ended December 31, 2017 | 1,064 |
Amount paid through December 31, 2017 | (1,050) |
Less non-cash charges during the year ended December 31, 2017 | 0 |
Remaining liability at December 31, 2017 | 14 |
Contract terminations | Strategic Alternatives For GEN-003 | |
Restructuring Cost and Reserve [Line Items] | |
Charges incurred during the year ended December 31, 2017 | 526 |
Amount paid through December 31, 2017 | 0 |
Less non-cash charges during the year ended December 31, 2017 | 0 |
Remaining liability at December 31, 2017 | 526 |
Asset impairments | Strategic Alternatives For GEN-003 | |
Restructuring Cost and Reserve [Line Items] | |
Charges incurred during the year ended December 31, 2017 | 1,028 |
Amount paid through December 31, 2017 | 0 |
Less non-cash charges during the year ended December 31, 2017 | (1,028) |
Remaining liability at December 31, 2017 | $ 0 |
Quarterly financial informati56
Quarterly financial information (unaudited) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Grant revenue | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 235 | $ 0 | $ 235 | $ 670 |
Operating expenses | 10,385 | 16,496 | 14,998 | 13,376 | 15,682 | 12,430 | 10,704 | 9,664 | 55,255 | 48,480 | 42,036 |
Net loss | $ (10,732) | $ (16,868) | $ (15,375) | $ (13,735) | $ (16,034) | $ (12,765) | $ (11,023) | $ (9,751) | $ (56,710) | $ (49,573) | $ (42,483) |
Net loss per share - basic and diluted (in USD per share) | $ (0.37) | $ (0.59) | $ (0.54) | $ (0.48) | $ (0.56) | $ (0.45) | $ (0.39) | $ (0.35) | $ (1.98) | $ (1.75) | $ (1.74) |
Weighted-average number of common shares used in net loss per share - basic and diluted (in shares) | 28,705 | 28,666 | 28,541 | 28,496 | 28,394 | 28,370 | 28,276 | 28,152 | 28,603 | 28,299 | 24,460 |
Subsequent event (Details)
Subsequent event (Details) - USD ($) $ / shares in Units, $ in Millions | Jan. 19, 2018 | Jan. 31, 2017 | Apr. 30, 2016 | Dec. 31, 2017 | Dec. 31, 2016 |
Subsequent Event [Line Items] | |||||
Common stock, shares issued (in shares) | 28,734,898 | 28,446,000 | |||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |||
Proceeds from underwritten public offering, net of issuance costs | $ 0.2 | $ 0.8 | |||
Subsequent event | |||||
Subsequent Event [Line Items] | |||||
Common stock, shares issued (in shares) | 53,365,000 | ||||
Common stock, par value (in dollars per share) | $ 0.001 | ||||
Proceeds from underwritten public offering, net of issuance costs | $ 53.4 | ||||
Common stock | Subsequent event | |||||
Subsequent Event [Line Items] | |||||
Sale of stock (in dollars per share) | $ 1 | ||||
Convertible preferred stock shares issued upon conversion (in shares) | 1,635,000 | ||||
Warrants to purchase Common Stock | Subsequent event | |||||
Subsequent Event [Line Items] | |||||
Convertible preferred stock shares issued upon conversion (in shares) | 817,500 | ||||
Maximum allowable common stock ownership to convert redeemable preferred stock | 4.99% | ||||
Beneficial ownership limitation after exercise | 9.99% | ||||
Series A Preferred Stock | Subsequent event | |||||
Subsequent Event [Line Items] | |||||
Sale of stock (in dollars per share) | $ 1.20 | ||||
Preferred stock par value (in dollars per share) | $ 0.001 | ||||
Maximum allowable common stock ownership to convert redeemable preferred stock | 9.99% | ||||
Concurrent Offering, Warrants Issued To Purchase Common Stock | Subsequent event | |||||
Subsequent Event [Line Items] | |||||
Warrants outstanding (in shares) | 26,682,500 | ||||
Concurrent Offering, Warrants Issued To Purchase Series A Convertible Preferred Stock | Series A Preferred Stock | Subsequent event | |||||
Subsequent Event [Line Items] | |||||
Preferred stock issued (in shares) | 1,635 | ||||
Warrants Purchased By Underwriters At Concurrent Offering | Subsequent event | |||||
Subsequent Event [Line Items] | |||||
Warrants outstanding (in shares) | 3,061,100 | ||||
Proceeds from issuance of redeemable convertible preferred stock | $ 1.6 | ||||
Minimum | Warrants to purchase Common Stock | Subsequent event | |||||
Subsequent Event [Line Items] | |||||
Warrant exercise, percentage ownership before transaction | 10.00% |
Uncategorized Items - gnca-2017
Label | Element | Value |
Other Comprehensive Income (Loss), Unrealized Holding Gain (Loss) on Securities Arising During Period, Net of Tax | us-gaap_OtherComprehensiveIncomeUnrealizedHoldingGainLossOnSecuritiesArisingDuringPeriodNetOfTax | $ 7,000 |