Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Sep. 30, 2019 | Nov. 06, 2019 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | Axovant Gene Therapies Ltd. | |
Entity Central Index Key | 0001636050 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --03-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 22,791,669 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q2 | |
Entity Emerging Growth Company | true | |
Entity Small Business | true | |
Entity Ex Transition Period | true | |
Entity Shell Company | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2019 | Mar. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 60,255 | $ 106,999 |
Prepaid expenses and other current assets | 4,503 | 5,859 |
Income tax receivable | 2,071 | 1,726 |
Total current assets | 66,829 | 114,584 |
Long-term investment | 5,871 | 5,871 |
Other non-current assets | 46 | 973 |
Operating lease right-of-use assets | 2,237 | |
Property and equipment, net | 1,081 | 1,278 |
Total assets | 76,064 | 122,706 |
Current liabilities: | ||
Accounts payable | 1,567 | 1,698 |
Accrued expenses | 21,427 | 20,619 |
Current portion of operating lease liabilities | 1,672 | |
Current portion of long-term debt | 22,613 | 21,182 |
Total current liabilities | 47,279 | 43,499 |
Operating lease liabilities, net of current portion | 3 | |
Long-term debt | 11,742 | 22,994 |
Total liabilities | 59,024 | 66,493 |
Commitments and contingencies (Note 11) | ||
Shareholders’ equity: | ||
Common shares, par value $0.00001 per share, 1,000,000,000 shares authorized, 22,791,669 and 22,779,891 issued and outstanding at September 30, 2019 and March 31, 2019, respectively | 0 | 0 |
Additional paid-in capital | 744,506 | 741,318 |
Accumulated deficit | (727,957) | (686,016) |
Accumulated other comprehensive income | 491 | 911 |
Total shareholders’ equity | 17,040 | 56,213 |
Total liabilities and shareholders’ equity | $ 76,064 | $ 122,706 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2019 | May 08, 2019 | May 07, 2019 | Mar. 31, 2019 |
Common stock | ||||
Common shares par value (in dollars per share) | $ 0.00001 | $ 0.00001 | ||
Common shares authorized (in shares) | 1,000,000,000 | 1,000,000,000 | ||
Common shares issued (in shares) | 22,791,669 | 22,800,000 | 182,200,000 | 22,779,891 |
Common shares outstanding (in shares) | 22,791,669 | 22,800,000 | 182,200,000 | 22,779,891 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | ||
Operating expenses: | |||||
Research and development expenses | [1] | $ 6,833 | $ 21,502 | $ 27,923 | $ 58,920 |
General and administrative expenses | [2] | 5,051 | 10,622 | 11,519 | 22,376 |
Total operating expenses | 11,884 | 32,124 | 39,442 | 81,296 | |
Other (income) expenses: | |||||
Interest expense | 1,313 | 1,932 | 2,871 | 3,902 | |
Other (income) expense | 560 | (315) | (537) | 353 | |
Loss before income tax expense | (13,757) | (33,741) | (41,776) | (85,551) | |
Income tax expense | 127 | 94 | 165 | 172 | |
Net loss | $ (13,884) | $ (33,835) | $ (41,941) | $ (85,723) | |
Net loss per common share — basic and diluted (in dollars per share) | $ (0.61) | $ (2.24) | $ (1.84) | $ (6) | |
Weighted-average common shares outstanding - basic and diluted (in shares) | 22,783,182 | 15,107,932 | 22,781,657 | 14,295,301 | |
Research and development expenses | |||||
Costs allocated | $ 0 | $ (3,069) | $ 0 | $ (450) | |
General and administrative expenses | |||||
Costs allocated | $ 48 | $ 772 | $ 76 | $ 2,074 | |
[1] | Includes total costs (benefit) allocated from certain wholly owned subsidiaries of our parent company, Roivant Sciences Ltd., of $0 and $(3,069) for the three months ended September 30, 2019 and 2018, respectively, and $0 and $(450) for the six months ended September 30, 2019 and 2018, respectively. | ||||
[2] | Includes total costs allocated from certain wholly owned subsidiaries of our parent company, Roivant Sciences Ltd., of $48 and $772 for the three months ended September 30, 2019 and 2018, respectively, and $76 and $2,074 for the six months ended September 30, 2019 and 2018, respectively. |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Research and development expenses | ||||
Share-based compensation expense | $ 409 | $ (1,128) | $ 1,130 | $ 1,389 |
General and administrative expenses | ||||
Share-based compensation expense | $ 482 | $ 3,585 | $ 1,896 | $ 6,927 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (13,884) | $ (33,835) | $ (41,941) | $ (85,723) |
Other comprehensive (loss) income: | ||||
Foreign currency translation adjustment | 552 | (113) | (420) | 446 |
Total other comprehensive (loss) income | 552 | (113) | (420) | 446 |
Comprehensive loss | $ (13,332) | $ (33,948) | $ (42,361) | $ (85,277) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands | Total | Common Shares | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Private Placement | Private PlacementCommon Shares | Private PlacementAdditional Paid-in Capital | Share Sale Agreement | Share Sale AgreementCommon Shares | Share Sale AgreementAdditional Paid-in Capital |
Beginning balance (in shares) at Mar. 31, 2018 | 13,473,512 | ||||||||||
Beginning balance at Mar. 31, 2018 | $ 71,286 | $ 0 | $ 628,111 | $ (556,951) | $ 126 | ||||||
Increase (Decrease) in Shareholders' Equity (Deficit) | |||||||||||
Issuance of shares upon exercise of stock options (in shares) | 875 | ||||||||||
Issuance of shares upon exercise of stock options | 10 | 10 | |||||||||
Share-based compensation expense | 5,369 | 5,369 | |||||||||
Capital contribution — share-based compensation expense | 490 | 490 | |||||||||
Foreign currency translation adjustment | 559 | 559 | |||||||||
Net loss | (51,888) | (51,888) | |||||||||
Ending balance (in shares) at Jun. 30, 2018 | 13,474,387 | ||||||||||
Ending balance at Jun. 30, 2018 | 25,826 | $ 0 | 633,980 | (608,839) | 685 | ||||||
Beginning balance (in shares) at Mar. 31, 2018 | 13,473,512 | ||||||||||
Beginning balance at Mar. 31, 2018 | 71,286 | $ 0 | 628,111 | (556,951) | 126 | ||||||
Increase (Decrease) in Shareholders' Equity (Deficit) | |||||||||||
Foreign currency translation adjustment | 446 | ||||||||||
Net loss | (85,723) | ||||||||||
Ending balance (in shares) at Sep. 30, 2018 | 15,271,934 | ||||||||||
Ending balance at Sep. 30, 2018 | 19,879 | $ 0 | 661,981 | (642,674) | 572 | ||||||
Beginning balance (in shares) at Mar. 31, 2018 | 13,473,512 | ||||||||||
Beginning balance at Mar. 31, 2018 | 71,286 | $ 0 | 628,111 | (556,951) | 126 | ||||||
Increase (Decrease) in Shareholders' Equity (Deficit) | |||||||||||
Net loss | (129,100) | ||||||||||
Ending balance (in shares) at Mar. 31, 2019 | 22,779,891 | ||||||||||
Ending balance at Mar. 31, 2019 | 56,213 | $ 0 | 741,318 | (686,016) | 911 | ||||||
Beginning balance (in shares) at Jun. 30, 2018 | 13,474,387 | ||||||||||
Beginning balance at Jun. 30, 2018 | 25,826 | $ 0 | 633,980 | (608,839) | 685 | ||||||
Increase (Decrease) in Shareholders' Equity (Deficit) | |||||||||||
Issuance of shares upon exercise of stock options (in shares) | 11,090 | ||||||||||
Issuance of shares upon exercise of stock options | 108 | 108 | |||||||||
Shares issued/sold (in shares) | 1,785,714 | 743 | |||||||||
Shares issued/sold | $ 25,000 | $ 25,000 | $ 14 | $ 14 | |||||||
Share-based compensation expense | 5,635 | 5,635 | |||||||||
Capital contribution — share-based compensation expense | (3,178) | (3,178) | |||||||||
Non-cash capital contribution received from Roivant Sciences, Inc. | 422 | 422 | |||||||||
Foreign currency translation adjustment | (113) | (113) | |||||||||
Net loss | (33,835) | (33,835) | |||||||||
Ending balance (in shares) at Sep. 30, 2018 | 15,271,934 | ||||||||||
Ending balance at Sep. 30, 2018 | 19,879 | $ 0 | 661,981 | (642,674) | 572 | ||||||
Beginning balance (in shares) at Mar. 31, 2019 | 22,779,891 | ||||||||||
Beginning balance at Mar. 31, 2019 | 56,213 | $ 0 | 741,318 | (686,016) | 911 | ||||||
Increase (Decrease) in Shareholders' Equity (Deficit) | |||||||||||
Issuance of shares upon exercise of stock options (in shares) | 781 | ||||||||||
Issuance of shares upon exercise of stock options | 5 | 5 | |||||||||
Share-based compensation expense | 2,135 | 2,135 | |||||||||
Non-cash capital contribution received from Roivant Sciences, Inc. | 28 | 28 | |||||||||
Foreign currency translation adjustment | (972) | (972) | |||||||||
Net loss | (28,057) | (28,057) | |||||||||
Ending balance (in shares) at Jun. 30, 2019 | 22,780,672 | ||||||||||
Ending balance at Jun. 30, 2019 | 29,352 | $ 0 | 743,486 | (714,073) | (61) | ||||||
Beginning balance (in shares) at Mar. 31, 2019 | 22,779,891 | ||||||||||
Beginning balance at Mar. 31, 2019 | 56,213 | $ 0 | 741,318 | (686,016) | 911 | ||||||
Increase (Decrease) in Shareholders' Equity (Deficit) | |||||||||||
Foreign currency translation adjustment | (420) | ||||||||||
Net loss | (41,941) | ||||||||||
Ending balance (in shares) at Sep. 30, 2019 | 22,791,669 | ||||||||||
Ending balance at Sep. 30, 2019 | 17,040 | $ 0 | 744,506 | (727,957) | 491 | ||||||
Beginning balance (in shares) at Jun. 30, 2019 | 22,780,672 | ||||||||||
Beginning balance at Jun. 30, 2019 | 29,352 | $ 0 | 743,486 | (714,073) | (61) | ||||||
Increase (Decrease) in Shareholders' Equity (Deficit) | |||||||||||
Issuance of shares upon exercise of stock options (in shares) | 10,997 | ||||||||||
Issuance of shares upon exercise of stock options | 81 | 81 | |||||||||
Share-based compensation expense | 891 | 891 | |||||||||
Non-cash capital contribution received from Roivant Sciences, Inc. | 48 | 48 | |||||||||
Foreign currency translation adjustment | 552 | 552 | |||||||||
Net loss | (13,884) | (13,884) | |||||||||
Ending balance (in shares) at Sep. 30, 2019 | 22,791,669 | ||||||||||
Ending balance at Sep. 30, 2019 | $ 17,040 | $ 0 | $ 744,506 | $ (727,957) | $ 491 |
Condensed Consolidated Statem_5
Condensed Consolidated Statement of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Cash flows from operating activities: | ||
Net loss | $ (41,941) | $ (85,723) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Loss on disposal of fixed assets | 25 | 9 |
Unrealized foreign currency translation adjustment | (420) | 446 |
Amortization of operating lease right-of-use assets | 795 | |
Share-based compensation expense | 3,026 | 8,316 |
Depreciation and non-cash amortization | 734 | 1,647 |
Change in operating lease liabilities | (759) | 0 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 1,480 | (1,921) |
Income tax receivable | (345) | 221 |
Other non-current assets | 341 | (4,324) |
Accounts payable | (131) | (2,132) |
Due to Roivant Sciences Ltd. and certain of its wholly owned subsidiaries | (124) | 1,861 |
Accrued expenses | 842 | (7,547) |
Net cash used in operating activities | (36,477) | (89,147) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (174) | (18) |
Net cash used in investing activities | (174) | (18) |
Cash flows from financing activities: | ||
Payments on long-term debt | (10,255) | 0 |
Capital contribution received from Roivant Sciences, Inc. | 76 | 422 |
Cash proceeds from stock option exercises | 86 | 118 |
Cash proceeds from issuance of common shares, net of costs | 0 | 25,014 |
Net cash (used in) provided by financing activities | (10,093) | 25,554 |
Net change in cash and cash equivalents | (46,744) | (63,611) |
Cash and cash equivalents—beginning of period | 106,999 | 154,337 |
Cash and cash equivalents—end of period | 60,255 | 90,726 |
Non-cash operating activities: | ||
Operating lease right-of-use assets recognized upon the adoption of ASC 842, Leases, on April 1, 2019 | 2,986 | $ 0 |
Operating lease liabilities recognized upon the adoption of ASC 842, Leases, on April 1, 2019 | 2,400 | |
Amounts reclassified from other non-current assets to operating lease right-of-use assets upon the adoption of ASC 842, Leases, on April 1, 2019 | $ 586 |
Description of Business
Description of Business | 6 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Description of Business Axovant Gene Therapies Ltd. ("AGT"), together with its wholly owned subsidiaries (the "Company"), is a clinical-stage company focused on gene therapy for neurological diseases. The Company is developing a pipeline of innovative product candidates for the treatment of these debilitating diseases, including Parkinson's disease, GM1 gangliosidosis and GM2 gangliosidosis (including Tay-Sachs disease and Sandhoff disease). The Company is dedicated to realizing the potential of gene therapies to offer transformative patient outcomes in areas of high unmet medical need. AGT is an exempted limited company incorporated under the laws of Bermuda, which was originally formed under the name Roivant Neurosciences Ltd. in October 2014 and changed its name to Axovant Sciences Ltd. in March 2015 and to Axovant Gene Therapies Ltd. in March 2019. AGT has seven wholly owned subsidiaries: • Axovant Holdings Limited ("AHL"); • Axovant Sciences, Inc. ("ASI"); • Axovant Sciences GmbH ("ASG"); • Axovant Sciences America, Inc. ("ASA"); • Axovant Treasury Holdings, Inc. ("ATH"); • Axovant Treasury, Inc. ("ATI"); and • Axovant Sciences Europe Limited. Since its inception, the Company has devoted substantially all of its efforts to organizing and staffing the Company, raising capital, acquiring product candidates and advancing its product candidates into clinical development. The Company has determined that it has one operating and reporting segment as it allocates resources and assesses financial performance on a consolidated basis. The Company does not expect to generate revenue unless and until it successfully completes development and obtains regulatory approval for one of its product candidates. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies (A) Basis of Presentation: The Company’s fiscal year ends on March 31, and its fiscal quarters end on June 30, September 30 and December 31. These unaudited condensed consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required by U.S. GAAP for complete financial statements. These unaudited condensed consolidated financial statements and accompanying notes should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2019 (the "Annual Report"), filed with the Securities and Exchange Commission ("SEC") on June 11, 2019. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary to present fairly the financial position of the Company and its results of operations and cash flows for the periods presented have been included. Operating results for the three and six-months ended September 30, 2019 are not necessarily indicative of the results that may be expected for the year ending March 31, 2020, for any other interim period, or for any other future year. Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification ("ASC"), and as amended by Accounting Standards Updates ("ASU"), issued by the Financial Accounting Standards Board ("FASB"). These unaudited condensed consolidated financial statements and accompanying notes include the accounts of the Company and its wholly owned subsidiaries. The Company has no unconsolidated subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Certain prior period balances have been reclassified to conform to the current period presentation. These unaudited condensed consolidated financial statements and accompanying notes have been prepared on the basis that the Company will continue as a going concern, and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern (see Note 2(B)). A 1-for-8 reverse share split of the Company's outstanding common stock was effected on May 8, 2019 as approved by the Company's Board of Directors and a majority of its shareholders, which reduced the number of common shares issued and outstanding from approximately 182.2 million to 22.8 million as of May 8, 2019. As such, all references to share and per share amounts in these unaudited condensed consolidated financial statements and accompanying notes have been retroactively restated to reflect the 1-for-8 reverse share split, except for the authorized number of shares of the Company's common stock and the par value per share, which were not affected. There have been no significant changes in the Company’s accounting policies from those disclosed in its Annual Report, except for the Company's adoption of Topic 842, " Leases (Topic 842) " ("Topic 842") (see Note 2(F) and Note 5). (B) Going Concern and Management's Plans: The Company assesses and determines its ability to continue as a going concern in accordance with the provisions of ASC Topic 205-40, " Presentation of Financial Statements—Going Concern " ("ASC Topic 205-40"), which requires the Company to evaluate whether there are conditions or events that raise substantial doubt about its ability to continue as a going concern within one year after the date that its annual and interim consolidated financial statements are issued. Certain additional financial statement disclosures are required if such conditions or events are identified. If and when an entity’s liquidation becomes imminent, financial statements should be prepared under the liquidation basis of accounting. Determining the extent, if any, to which conditions or events raise substantial doubt about the Company’s ability to continue as a going concern, or the extent to which mitigating plans sufficiently alleviate any such substantial doubt, as well as whether or not liquidation is imminent, requires significant judgment by management. The Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the consolidated financial statements are issued. As of September 30, 2019 , the Company’s cash and cash equivalents totaled $60.3 million and its accumulated deficit was $728.0 million . For the six months ended September 30, 2019 and the fiscal year ended March 31, 2019, the Company incurred net losses of $41.9 million and $129.1 million , respectively. As of September 30, 2019 , the Company had aggregate net interest-bearing indebtedness of $34.4 million , of which $22.6 million was due within one year in the absence of any amendment made to the Company's Loan Agreement (as defined in Note 7) with Hercules Capital, Inc. ("Hercules"). The Company expects to continue to incur significant operating and net losses, as well as negative cash flows from operations, for the foreseeable future as it continues to develop its gene therapy product candidates and prepares for potential future regulatory approvals and commercialization of its products, if approved. The Company has not generated any revenue to date and does not expect to generate product revenue unless and until it successfully completes development and obtains regulatory approval for at least one of its product candidates, and its current cash and cash equivalents balance will not be sufficient to complete all necessary development activities and commercially launch its products. The Company’s Loan Agreement with Hercules currently requires that the Company maintain a minimum cash balance equal to the lesser of $30.0 million or the outstanding amount due under the Loan Agreement. As of September 30, 2019, the Company was in compliance with all affirmative and negative covenants in the Loan Agreement with Hercules, including the minimum cash covenant. The Company has received two financing proposals, which, if executed, would either prevent or eliminate the potential for noncompliance with the minimum cash covenant. The Company expects to execute a definitive financing agreement by December 31, 2019; however, if a financing agreement is not executed and the Company fails to maintain compliance with the minimum cash balance requirement, an event of default would occur under the Loan Agreement, and Hercules could choose to accelerate the indebtedness under the Loan Agreement. The Company anticipates that its current cash and cash equivalents balance will not be sufficient to sustain operations beyond six months (under one proposal) or twelve months (under the other proposal) following the date that these unaudited condensed consolidated financial statements and notes were issued, which raises substantial doubt about the Company's ability to continue as a going concern. To continue as a going concern, the Company will need, among other things, to raise additional capital in the near term. The Company continually assesses multiple options to obtain additional funding to support its operations, including proceeds from offerings of the Company’s equity securities or debt, cash received from the exercise of outstanding common stock options, or transactions involving product development, technology licensing or collaboration arrangements, or other sources of capital to complete its currently planned development programs. Management can provide no assurances that it can raise a sufficient amount of financing for the Company on favorable terms, if at all. Although the Company has successfully obtained financing in the past, and management believes that it will continue to do so in the future, ASC Subtopic 205-40 does not permit future financing activities that are not probable of being implemented and probable of alleviating the conditions that raise substantial doubt to be included in the Company's assessment of its liquidity. Due to these uncertainties, there is substantial doubt about the Company’s ability to continue as going concern. These unaudited condensed consolidated financial statements and accompanying notes have been prepared on the basis that the Company will continue as a going concern, and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern. (C) Use of Estimates: The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company regularly evaluates estimates and assumptions related to certain assets, including which costs are charged to research and development and general and administrative expense, as well as assumptions used to estimate its ability to continue as a going concern and estimate the fair value of its stock option awards. Specifically, the Company estimates the grant date fair value of stock option awards with only time-based vesting requirements using a Black-Scholes valuation model and uses a Monte Carlo Simulation method under the income approach to estimate the grant date fair value of stock option awards with market-based performance conditions. The Company bases its estimates and assumptions on historical experience and on various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. (D) Net Loss per Common Share: Basic net loss per common share is computed by dividing the net loss applicable to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted net loss per common share is computed by dividing the net loss applicable to common shareholders by the diluted weighted-average number of common shares outstanding during the period calculated in accordance with the treasury stock method. In periods in which the Company reports a net loss, all common share equivalents are deemed anti-dilutive such that basic net loss per common share and diluted net loss per common share are equivalent. Potentially dilutive common shares have been excluded from the diluted net loss per common share computations in all periods presented because such securities have an anti-dilutive effect on net loss per common share due to the Company’s net loss. There are no reconciling items used to calculate the weighted-average number of total common shares outstanding for basic and diluted net loss per common share data. Stock options and Restricted Stock Units ("RSUs") to purchase approximately 3.0 million common shares were not included in the calculation of diluted weighted-average common shares outstanding for the three and six -months ended September 30, 2019 because they were anti-dilutive given the net loss of the Company. Stock options to purchase approximately 2.0 million common shares were not included in the calculation of diluted weighted-average common shares outstanding for the three and six -months ended September 30, 2018 because they were anti-dilutive given the net loss of the Company. (E) Financial Instruments and Fair Value Measurement: The Company utilizes fair value measurement guidance prescribed by accounting standards to value its financial instruments. The guidance establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability 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 asset or liability and are developed based on the best information available in the circumstances. Fair value is defined as the exchange price, or exit price, representing the amount that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants. As a basis for considering market participant assumptions in fair value measurements, the guidance establishes a three-tier fair value hierarchy that distinguishes among the following: • Level 1-Valuations are based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. • Level 2-Valuations are based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active and models for which all significant inputs are observable, either directly or indirectly. • Level 3-Valuations are based on inputs that are unobservable (supported by little or no market activity) and significant to the overall fair value measurement. To the extent the 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. The Company’s financial instruments include cash and cash equivalents, a long-term investment, accounts payable and long-term debt. Cash consists of non-interest-bearing deposits denominated in the U.S. dollar and Swiss franc, while cash equivalents consists of interest-bearing money market fund deposits denominated in the U.S. dollar, which are invested in debt securities issued or guaranteed by the U.S. government and repurchase agreements fully collateralized by U.S. Treasury and U.S. government securities. Cash and accounts payable are stated at their respective historical carrying amounts, which approximate fair value due to their short-term nature. The carrying value of the Company's money market fund included in cash and cash equivalents of $30.4 million at September 30, 2019 approximated fair value, which is based on quoted prices in active markets for identical securities. At September 30, 2019 , the Company held a long-term investment in nonredeemable convertible preferred stock, which is accounted for in accordance with the provisions of ASC 321, " Investments - Equity Securities " whereby the Company elected to use the measurement alternative therein (see Note 4). The following table summarizes the fair value of the Company's money market fund included in cash equivalents based on the inputs used at September 30, 2019 in determining such values (in thousands): Fair Value Price Quotations (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Money market fund $ 30,425 $ 30,425 $ — $ — The carrying value of the Company’s debt of $34.4 million at September 30, 2019 approximated fair value, which was based on current interest rates for similar types of borrowings and is in Level 2 of the fair value hierarchy. (F) Recent Accounting Pronouncements: In February 2016, the FASB issued Topic 842, which requires lessees to recognize on their consolidated balance sheets a liability to make lease payments and a right-of-use asset representing their right to use the underlying asset for the lease term for both finance and operating leases with lease terms greater than twelve months. Topic 842 is effective for annual periods beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2018. Early adoption is permitted. A modified retrospective transition approach is required, applying the new standard to all leases existing at the date of initial application. Topic 842 allows entities to choose to use either (i) the effective date or (ii) the beginning of the earliest comparative period presented in the financial statements as the date of initial application. Topic 842 provides a number of optional practical expedients in transition. The Company adopted Topic 842 on April 1, 2019 using the optional modified retrospective transition method. Comparative periods were not restated. For leases that commenced prior to April 1, 2019, the Company elected the following package of practical expedients when assessing the transition impact: (1) not to reassess whether any expired or existing contracts are or contain leases; (2) not to reassess the lease classification for any expired or existing leases; and (3) not to reassess initial direct costs for any existing leases. The Company also elected to: (1) use the total lease term in its initial incremental borrowing rate calculation; (2) combine its lease and non-lease components and account for them as a single lease component; and (3) not apply the use of hindsight in determining the lease term when considering lessee options to extend or terminate the lease and to purchase the underlying asset. Upon adoption, the Company recorded corresponding aggregate operating lease right-of-use assets and operating lease liabilities of $3.0 million and $2.4 million , respectively, including $0.6 million of prepaid rent previously classified within other non-current assets in the Company’s consolidated balance sheet that was reclassified to operating lease right-of-use assets. The adoption of the new standard did not materially impact the Company’s consolidated results of operations and cash flows and did not have an impact on the Company’s beginning accumulated deficit balance. For additional information regarding the Company’s leases, see Note 5 for further information regarding the impact of the Company's adoption of Topic 842. In February 2018, the FASB issued ASU No. 2018-02, " Income Statement-Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income" ("ASU No. 2018-02"). On December 22, 2017, an Act to provide for reconciliation pursuant to titles II and V of the concurrent resolution on the budget for fiscal year 2018 (commonly known as the "Tax Cuts and Jobs Act") was enacted in the United States, which introduced a comprehensive set of tax reforms. ASU No. 2018-02 allows companies to reclassify stranded tax effects resulting from the Tax Cuts and Jobs Act, from accumulated other comprehensive (loss) income to retained earnings. ASU No. 2018-02 is effective for interim and annual reporting periods beginning after December 15, 2018, and early adoption is permitted. The Company adopted the provisions of ASU No. 2018-02 for the fiscal year beginning April 1, 2019, which did not have a material impact on its consolidated financial statements and related disclosures. In June 2018, the FASB issued ASU No. 2018-07, " Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting," ("ASU No. 2018-07") . ASU No. 2018-07 requires equity-classified share-based payment awards issued to nonemployees to be measured on the grant date, rather than remeasuring the awards through the performance completion date as previously required. Additionally, for nonemployee awards with performance conditions, compensation cost associated with the award is to be recognized when achievement of the performance condition is probable, rather than upon achievement of the performance condition. Further, the requirement to reassess the liability or equity classification for nonemployee awards upon vesting is eliminated, except for awards in the form of convertible instruments. ASU No. 2018-07 is effective for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year, with early adoption permitted after the adoption of ASU No. 2014-09. The Company adopted the provisions of ASU No. 2018-07 for the fiscal year beginning April 1, 2019, which did not have a material impact on its consolidated financial statements and related disclosures. Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the SEC did not, or are not believed by management to, have a material impact on the Company’s present or future consolidated financial position, results of operations or cash flows. |
License and Collaboration Agree
License and Collaboration Agreements | 6 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
License and Collaboration Agreements | License and Collaboration Agreements (A) Oxford BioMedica License Agreement On June 5, 2018, the Company, through its wholly owned subsidiary, ASG, entered into an exclusive license agreement with Oxford BioMedica (UK) Ltd. ("Oxford"), pursuant to which the Company received a worldwide, exclusive, royalty-bearing, sub-licensable license under certain patents and other intellectual property controlled by Oxford to develop and commercialize AXO-Lenti-PD and related gene therapy products for all diseases and conditions (the "Oxford Agreement"). In June 2018, as consideration for the license, the Company made an upfront nonrefundable payment to Oxford of $30.0 million , $5.0 million of which was applied as a credit against the process development work and clinical supply that Oxford is obligated to provide to the Company over the term of the Oxford Agreement. Under the terms of the Oxford Agreement, the Company could be obligated to make payments to Oxford totaling up to $55.0 million upon the achievement of specified development milestones and $757.5 million upon the achievement of specified regulatory and sales milestones. In April 2019, certain development milestones were achieved resulting in a $13.0 million net payment due to Oxford. The Company will also be obligated to pay Oxford a tiered royalty from 7% to 10% , based on yearly aggregate net sales of the underlying gene therapy products, subject to specified reductions upon the occurrence of certain events as set forth in the Oxford Agreement. These royalties are required to be paid, on a product-by-product and country-by-country basis, until the latest to occur of the expiration of the last to expire valid claim of a licensed patent covering such product in such country, the expiration of regulatory exclusivity for such product in such country, or 10 years after the first commercial sale of such product in such country. The Company is solely responsible, at its expense, for all activities related to the development and commercialization of the gene therapy products underlying the Oxford Agreement. Pursuant to the Oxford Agreement, the Company is required to use commercially reasonable efforts to develop, obtain regulatory approval of, and commercialize a gene therapy product underlying the Oxford Agreement in the United States and at least one major market country in Europe. In addition, the Company is required to meet certain diligence milestones and to include at least one U.S.-based clinical trial site in a pivotal study of a gene therapy product underlying the Oxford Agreement. If the Company fails to meet any of these specified development milestones, it may cure such failure by paying Oxford certain fees, which range from $0.5 million to $1.0 million . The Company evaluated the Oxford Agreement and determined that the acquired set of assets and activities did not meet the definition of a business and thus the transaction was not considered a business combination. The Company determined that the in-process research and development ("IPR&D") had not reached technological feasibility, and therefore, has no alternative future use. Accordingly, $25.0 million of the $30.0 million upfront nonrefundable payment to Oxford under the Oxford Agreement was recorded as research and development expense in the Company's unaudited condensed consolidated statements of operations during the three months ended June 30, 2018 . As the remaining $5.0 million of the upfront payment under the licensing agreement represents a nonrefundable payment for process development work and clinical supply that Oxford is obligated to provide over the term of the Oxford Agreement, the Company fully capitalized this portion of the payment upon execution, with $2.0 million remaining capitalized within prepaid expenses and other current assets in its unaudited condensed consolidated balance sheet as of September 30, 2019 , which is recorded to research and development expense as the process development work and clinical supply are provided by Oxford. Additionally, the Company incurred $2.7 million and $4.1 million of AXO-Lenti-PD program-specific costs within research and development expenses in its unaudited condensed consolidated statements of operations during the three and six-months ended September 30, 2019 , respectively, and $1.2 million and $1.3 million during the three and six-months ended September 30, 2018 , respectively. The Company paid Oxford a total of $5.2 million and $6.5 million , respectively, during the three and six-months ended September 30, 2019 and $0.1 million and $30.1 million , respectively, during the three and six-months ended September 30, 2018 , including the upfront nonrefundable payment during the three months ended June 30, 2018 . (B) Benitec Biopharma License and Collaboration Agreement In July 2018, the Company, through its wholly owned subsidiary, ASG, entered into a license and collaboration agreement (the "Benitec Agreement") with Benitec Biopharma Limited ("Benitec"), pursuant to which the Company made an upfront payment of $10.0 million and received a worldwide, exclusive, royalty-bearing, sub-licensable license under certain patents and other intellectual property controlled by Benitec to develop and commercialize investigational gene therapy AXO-AAV-OPMD and related gene therapy products (collectively, the "AXO-AAV-OPMD Program") for all diseases and conditions. In June 2019, the Company notified Benitec of its intention to terminate the Benitec Agreement in its entirety, which termination became effective on September 3, 2019. The Company evaluated the Benitec Agreement and determined that the acquired set of assets and activities did not meet the definition of a business and thus the transaction was not considered a business combination. The Company determined that the IPR&D had not reached technological feasibility, and therefore, has no alternative future use. Accordingly, the $10.0 million upfront nonrefundable payment was recorded as research and development expense in the Company's unaudited condensed consolidated statement of operations during the three months ended September 30, 2018. The Company also incurred $0.4 million and $2.1 million , respectively, of AXO-AAV-OPMD program-specific costs within research and development expenses in its unaudited condensed consolidated statement of operations during the three and six-months ended September 30, 2019 and $1.7 million during both the three and six-months ended September 30, 2018 . The Company paid Benitec a total of $1.7 million and $2.4 million , respectively, during the three and six-months ended September 30, 2019 and $10.0 million during the three and six-months ended September 30, 2018 . (C) The University of Massachusetts Medical School Exclusive License Agreement In December 2018, the Company, through its wholly owned subsidiary, ASG, entered into an exclusive license agreement (the "UMMS Agreement"), with the University of Massachusetts Medical School ("UMMS") pursuant to which the Company received a worldwide, royalty-bearing, sub-licensable license under certain patent applications and any patents issuing therefrom, biological materials and know-how controlled by UMMS to develop and commercialize gene therapy product candidates, including AXO-AAV-GM1 and AXO-AAV-GM2, for the treatment of GM1 gangliosidosis and GM2 gangliosidosis (including Tay-Sachs disease and Sandhoff disease), respectively. This license is exclusive with respect to patents and biological materials and non-exclusive with respect to know-how and is subject to UMMS' retained rights for academic research, teaching and non-commercial patient care purposes, as well as to certain pre-existing rights of the U.S. government. Under the UMMS Agreement, the Company is solely responsible, at its expense, for the research, development and commercialization of the licensed gene therapy product candidates. The Company will reimburse UMMS for payments made by UMMS for the manufacture of clinical trial materials for the Company, up to a specified amount. The Company is obligated to use diligent efforts to develop and commercialize the licensed gene therapy product candidates and is required to achieve certain development and commercial milestones in accordance with the timeline set forth in the agreement. The Company evaluated the UMMS Agreement and determined that the acquired set of assets and activities did not meet the definition of a business and thus the transaction was not considered a business combination. The Company determined that the IPR&D had not reached technological feasibility, and therefore, has no alternative future use. Accordingly, the upfront payment of $ 10.0 million made from the Company to UMMS was recorded as research and development expense in the Company's unaudited condensed consolidated statement of operations during the three months ended December 31, 2018. In addition, the Company could be obligated to make payments to UMMS totaling up to $ 24.5 million upon the achievement of specified development and regulatory milestones and $ 39.8 million upon the achievement of specified commercial milestones. In February 2019, certain development and regulatory milestones were achieved resulting in a $1.0 million payment due to UMMS, and in October 2019, further development and regulatory milestones were achieved resulting in an additional $1.0 million payment due to UMMS (see Note 12). The Company is also obligated to pay UMMS tiered mid-single digit royalties based on yearly net sales of the licensed products, subject to a specified annual minimum amount. Additionally, the Company will pay UMMS a percentage of any revenues it receives from any third-party sublicenses to licensed products at rates ranging in the mid-single digits to mid-teens. The UMMS Agreement will expire upon the expiration of the Company's obligations to make royalty payments to UMMS, which continues until the later of the expiration of licensed patents and any applicable orphan designation exclusivity and 10 years after the first commercial sale of the licensed products. Upon such expiration, the licenses granted to the Company by UMMS will automatically convert to perpetual, irrevocable, worldwide royalty-free licenses. The Company has the right to terminate the UMMS Agreement at any time upon 90 days' advance written notice to UMMS. Either party may terminate the UMMS Agreement for the other party's uncured material breach upon 60 days' advance written notice, including in the event that UMMS reasonably determines the Company has not fulfilled its diligence obligations. During the three and six-months ended September 30, 2019 , the Company incurred $1.7 million and $2.7 million , respectively, of program-specific costs related to AXO-AAV-GM1 and AXO-AAV-GM2 within research and development expenses in its unaudited condensed consolidated statement of operations and paid a total of $0.8 million and $1.8 million , respectively, to UMMS. |
Long-term Investment
Long-term Investment | 6 Months Ended |
Sep. 30, 2019 | |
Investments, All Other Investments [Abstract] | |
Long-term Investment | Long-term Investment On February 13, 2019 , ASG entered into a share subscription agreement (the "Subscription Agreement") to purchase up to approximately 8.1 million shares of nonredeemable convertible preferred stock of Arvelle Therapeutics B.V. ("Arvelle") in exchange for €0.00001 per share paid in cash, as well as certain goods and services provided by ASG to Arvelle. The first closing under the Subscription Agreement occurred on February 25, 2019 with ASG purchasing approximately 5.9 million nonredeemable convertible preferred shares of Arvelle, which was initially recorded at a fair value of $5.9 million and was capitalized as a long-term investment in the Company's consolidated balance sheet and recorded to other non-operating income in the Company's consolidated statement of operations. ASG also received the right to purchase up to approximately 2.2 million additional nonredeemable convertible preferred shares of Arvelle at a price of €0.00001 per share upon a potential future second closing under the Subscription Agreement. The Company accounts for its investment in Arvelle in accordance with the provisions of ASC 321, " Investments - Equity Securities ", and elected to use the measurement alternative therein. The investment will be remeasured upon future observable price change(s) in orderly transaction(s) or upon impairment, if any. On February 13, 2019, ASI and ASG entered into a transition services agreement with two wholly owned subsidiaries of Arvelle, whereby ASI and ASG received reimbursement for any expenses they, or third parties acting on their behalf, incurred on behalf of Arvelle or its subsidiaries (the "Transition Services Agreement"). For any general and administrative and research and development activities performed by its employees, ASI billed the employee compensation expense plus a predetermined mark-up, whereby the Company recorded $0.1 million and $0.2 million to other income in its unaudited condensed consolidated statement of operations during the three and six-months ended September 30, 2019 for such costs, inclusive of the mark-up. The Company billed Arvelle for all other charges at cost under the terms of the Transition Services Agreement. The Transition Services Agreement ended in September 2019. |
Leases
Leases | 6 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Leases | Leases The Company adopted the provisions of Topic 842 on April 1, 2019 using the effective date as its date of initial application and applied the optional modified retrospective transition method. Comparative periods were not restated. For leases that commenced prior to April 1, 2019, the Company elected the following package of practical expedients when assessing the transition impact: (1) not to reassess whether any expired or existing contracts are or contain leases; (2) not to reassess the lease classification for any expired or existing leases; and (3) not to reassess initial direct costs for any existing leases. The Company also elected to: (1) use the total lease term in its initial incremental borrowing rate calculation; (2) combine its lease and non-lease components and account for them as a single lease component; and (3) not apply the use of hindsight in determining the lease term when considering lessee options to extend or terminate the lease and to purchase the underlying asset. Upon adoption, the Company recorded corresponding aggregate operating lease right-of-use assets and operating lease liabilities of $3.0 million and $2.4 million , respectively, including $0.6 million of prepaid rent previously classified within other non-current assets in the Company’s consolidated balance sheet that was reclassified to operating lease right-of-use assets. Operating right-of-use assets and obligations were recognized based on the present value of remaining lease payments over the lease term using an incremental borrowing rate of 12.9% . As the Company’s operating leases do not provide an implicit rate, estimated incremental borrowing rates were used based on the information available at the adoption date in determining the present value of lease payments. Operating lease expense is recognized on a straight-line basis over the lease term. Variable lease costs such as common area costs and other operating costs are expensed as incurred. Leases with an initial term of 12 months or less are not recorded within the Company's unaudited condensed balance sheet. In addition, the Company reviews agreements at inception to determine if they include a lease, and when they do, uses its incremental borrowing rate or implicit interest rate to determine the present value of the future lease payments. The Company leases office facilities in New York, New York and Princeton, New Jersey, with corresponding lease terms ending in January 2021 and October 2020, respectively, whereby the last payment under the lease agreement for the office facility in New York, New York is due in September 2020. These leases are classified as operating leases in accordance with the provisions of Topic 842. The aggregate weighted-average remaining lease term and aggregate weighted-average discount rate were 1.3 years and 12.9% , respectively, for the Company's contractual rent obligations for operating leases as of September 30, 2019 . In each of the three- and six-month periods ended September 30, 2019 and 2018, the Company incurred $ 0.5 million and $0.9 million , respectively, in rent expense associated with contractual rent obligations for its operating leases. During the six months ended September 30, 2019 , the Company paid $0.9 million related to its contractual rent obligations associated with operating lease right-of-use assets. The following table provides a reconciliation of the Company's remaining undiscounted contractual rent obligations due within each respective fiscal year ending March 31 to the operating lease liabilities recognized as of September 30, 2019 (in thousands): Fiscal Year Ending March 31, Amount 2020 $ 896 2021 898 2022 — 2023 — 2024 — Thereafter — Total undiscounted payments 1,794 Less: Present value adjustment (119 ) Present value of future payments $ 1,675 |
Accrued Expenses
Accrued Expenses | 6 Months Ended |
Sep. 30, 2019 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Accrued Expenses As of September 30, 2019 , and March 31, 2019, accrued expenses consisted of the following (in thousands): September 30, 2019 March 31, 2019 Research and development expenses $ 18,185 $ 13,416 Salaries, bonuses, and other compensation expenses 1,798 3,899 Legal expenses 626 1,319 Other expenses 818 1,985 Total accrued expenses $ 21,427 $ 20,619 |
Long Term Debt
Long Term Debt | 6 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Long Term Debt | Long-term Debt On February 2, 2017, AGT and its subsidiaries, AHL, ASG and ASI, entered into a loan and security agreement (as amended on May 24 and September 22, 2017) (the "Loan Agreement") with Hercules, under which the AGT, AHL and ASG (the "Borrowers") borrowed an aggregate of $55.0 million (the "Term Loan"). Subsequently, ASA was added as a Borrower in July 2017 and ATH and ATI were added as Borrowers in April 2018. Pursuant to the Loan Agreement, ASI has issued a guaranty of the Borrowers’ obligations under the Loan Agreement. The Term Loan bears interest at a variable per annum rate calculated for any day as the greater of either (i) the prime rate plus 6.80% , and (ii) 10.55% . The Term Loan has a scheduled maturity date of March 1, 2021. The Borrowers were obligated to make monthly payments of accrued interest under the Loan Agreement until September 1, 2018, followed by monthly installments of principal and interest beginning October 1, 2018, through March 1, 2021. In connection with the Loan Agreement, the Borrowers and ASI, as guarantor, granted Hercules a first position lien on substantially all of their respective assets, excluding intellectual property. Prepayment of the Term Loan is subject to penalty. The Loan Agreement with Hercules currently requires that the Borrowers maintain an aggregate minimum cash balance equal to the lesser of $30.0 million or the outstanding amount due under the Loan Agreement. The Loan Agreement also includes customary events of default. Upon the occurrence of an event of default, a default interest rate of an additional 5.0% may be applied to the outstanding principal balance, and Hercules may declare all outstanding obligations immediately due and payable and take such other actions as set forth in the Loan Agreement. At no time have the Borrowers been in default under the provisions of the Loan Agreement. In addition, for so long as the Term Loan remains outstanding, the Borrowers shall be required to use their commercially reasonable efforts to afford Hercules the opportunity to participate in future underwritten equity offerings of the Company's common shares up to a total of $3.0 million . In connection with the Loan Agreement, the Company issued a warrant to Hercules, exercisable for an aggregate of 34,260 of the Company's common shares at an exercise price of $96.32 per share (the "Warrant"). In August 2017, Hercules exercised the Warrant on a cashless basis and received a net issuance of 16,228 of the Company's common shares. The Warrant was accounted for as an equity instrument since it was indexed to the Company’s common shares and met the criteria for classification in shareholders’ equity. The relative fair value of the Warrant on the date of issuance of approximately $2.3 million was estimated using the Black-Scholes model. In addition, at the closing of the Term Loan, the Company paid transaction costs of $1.5 million . These amounts were recorded as a discount on the debt and are amortized to interest expense using the effective interest method over the life of the Term Loan, which is a period of 48 months. Outstanding debt obligations were as follows (in thousands): September 30, 2019 March 31, 2019 Principal amount $ 35,040 $ 45,295 Less: unamortized discount and debt issuance costs (685 ) (1,119 ) Loan payable less unamortized discount and debt issuance costs 34,355 44,176 Less: current portion of long-term debt (22,613 ) (21,182 ) Long-term loan payable, net of current maturities $ 11,742 $ 22,994 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions (A) Services Agreements: In October 2014, AGT and ASI entered into a services agreement with Roivant Sciences, Inc. ("RSI"), a wholly owned subsidiary of RSL, under which RSI agreed to provide certain administrative and research and development services to AGT and ASI (the "RSI Services Agreement"). AGT and ASI amended and restated the RSI Services Agreement with RSI on October 13, 2015, effective for the fiscal year commencing April 1, 2015. Under the RSI Services Agreement, as amended and restated, AGT and ASI pay or reimburse RSI for any expenses it, or third parties acting on its behalf, incurs for AGT and ASI. For any general and administrative and research and development activities performed by RSI employees, RSI charges back the employee compensation expense plus a predetermined mark-up. Employee compensation expense, inclusive of base salary and fringe benefits, is determined based upon the relative percentage of time utilized on AGT and ASI matters. All other costs are billed back at cost. In February 2017, AGT and ASI amended and restated the RSI Services Agreement, effective as of December 13, 2016, to add ASG as a services recipient. In addition, in February 2017, ASG entered into a separate services agreement with Roivant Sciences GmbH ("RSG"), a wholly owned subsidiary of RSL, effective as of December 13, 2016 (the "RSG Services Agreement"), for the provision of services by RSG to ASG in relation to the identification of potential product candidates and project management of clinical trials, as well as other services related to development, administrative and financial activities. In June 2019, both the RSI Services Agreement and the RSG Services Agreement were amended, whereby RSI and RSG, respectively, as service providers, have agreed to indemnify AGT, ASI and ASG and each of their officers, employees and directors against all losses arising out of, due to or in connection with the provision of services (or the failure to provide services) under the applicable services agreement, subject to certain limitations set forth in the applicable services agreement. In addition, AGT, ASI and ASG have agreed to indemnify RSI and RSG, respectively, and their respective affiliates and officers, employees and directors against all losses arising out of, due to or in connection with the receipt of services under the applicable services agreement, subject to certain limitations set forth in the applicable services agreement. Such indemnification obligations will not exceed the payments made by AGT, ASI and ASG under the applicable services agreement for the specific service that allegedly caused or was related to the losses during the period in which such alleged losses were incurred. The term of each of the services agreements will continue until terminated upon 90 days’ written notice by any party with respect to the services such party provides or receives thereunder. Under the RSI Services Agreement, expenses of $48 thousand and $76 thousand were incurred during the three and six-months ended September 30, 2019 , respectively, inclusive of the mark-up. Under the RSI Services Agreement and the RSG Services Agreement, expenses of $0.9 million and $4.3 million were incurred during the three and six-months ended September 30, 2018 , respectively, inclusive of the mark-up. (B) Information Sharing and Cooperation Agreement: In March 2015, the Company entered into an information sharing and cooperation agreement (the "Cooperation Agreement") with RSL. The Cooperation Agreement, among other things, grants the Company a right of first review on any potential dementia-related product or investment opportunity that RSL may consider pursuing and obligates the Company to deliver periodic financial statements and other financial information to RSL and comply with other specified financial reporting requirements. On June 5, 2018, in connection with a share purchase placement agreement with RSL (the “Private Placement”), the Company entered into an amended and restated information sharing and cooperation agreement (the "Restated Cooperation Agreement") with RSL, which became effective as of July 9, 2018, the closing date of the Private Placement. The Restated Cooperation Agreement, among other things: (1) obligates the Company to deliver to RSL periodic financial statements and other information upon reasonable request and to comply with other specified financial reporting requirements; (2) requires the Company to supply certain material information to RSL to assist it in preparing any future SEC filings; and (3) requires the Company to implement and observe certain policies and procedures related to applicable laws and regulations. The Company agreed to indemnify RSL and its affiliates and their respective officers, employees and directors against all losses arising out of, due to or in connection with RSL’s status as a shareholder under the Restated Cooperation Agreement and the operations of or services provided by RSL or its affiliates or their respective officers, employees or directors to the Company or any of its subsidiaries, subject to certain limitations set forth in the Restated Cooperation Agreement. Subject to specified exceptions, the Restated Cooperation Agreement will terminate at such time as RSL is no longer required (a) under U.S. GAAP to consolidate the Company's results of operations and financial position, (b) under U.S. GAAP to account for its investment in the Company under the equity method of accounting, or (c) otherwise to include separate financial statements of the Company in its filings with the SEC pursuant to any SEC rule. In addition, the Cooperation Agreement may be terminated upon mutual written consent of the parties or upon written notice from RSL to the Company in the event of the Company's bankruptcy, liquidation, dissolution or winding-up. (C) Family Relationships: Shankar Ramaswamy, MD, the former Chief Business Officer of ASI, and a former employee of RSI, is the brother of Vivek Ramaswamy, the Chief Executive Officer of RSI, former Chairman of the Company's Board of Directors and former Chief Executive Officer of the Company. Salary expenses for Shankar Ramaswamy, MD were $56 thousand and $75 thousand for the three months ended September 30, 2019 and 2018 , respectively, and $131 thousand and $150 thousand for the six months ended September 30, 2019 and 2018, respectively. During the six months ended September 30, 2019 and 2018 , Shankar Ramaswamy, MD received annual cash bonuses for prior fiscal year performance of $143 thousand and $134 thousand , respectively. These unaudited condensed consolidated financial statements also include share-based compensation expense associated with Shankar Ramaswamy, MD (see Note 10(B)(3)). During the six months ended September 30, 2019 , Shankar Ramaswamy, MD was granted stock options with an aggregate grant date fair value, as computed in accordance with FASB ASC 718, Compensation - Stock Compensation , of $0.4 million . No stock options were granted to Shankar Ramaswamy, MD during the six months ended September 30, 2018 . Shankar Ramaswamy, MD was no longer employed by ASI as of September 2019. (D) RSL Financings: In July 2018, the Company received $25.0 million of net proceeds from RSL in exchange for the issuance and sale of 1,785,714 of the Company's common shares to RSL at a purchase price of $14.00 per common share, which was the closing price per share of the Company's common shares on the Nasdaq Global Select Market on June 5, 2018, the date of the share purchase agreement (see Note 9(B)). In December 2018, the Company issued and sold 4,145,115 common shares in a follow-on public offering, including 395,115 common shares sold pursuant to the exercise of the underwriters' option to purchase additional shares, at an offering price of $8.00 per common share for gross proceeds of $33.2 million , including 1,250,000 shares issued and sold to RSL. The aggregate net proceeds to the Company were approximately $31.6 million , after deducting underwriting discounts and commissions and offering expenses incurred (see Note 9(B)). In March 2019, the Company issued and sold 3,333,333 common shares at an offering price of $12.00 per common share for gross proceeds of $40.0 million , including 833,333 shares issued and sold to RSL. The aggregate net proceeds to the Company were approximately $37.9 million , after deducting underwriting discounts and commissions and offering expenses incurred (see Note 9(B)). |
Shareholders' Equity
Shareholders' Equity | 6 Months Ended |
Sep. 30, 2019 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Equity | Shareholders' Equity (A) Overview: The Company’s Memorandum of Association, filed on October 31, 2014 in Bermuda, authorized the issuance of one class of shares. The total number of shares authorized was 1,000,000,000 with a par value per share of $0.00001 at September 30, 2019 . A 1-for-8 reverse share split of the Company's outstanding common stock was effected on May 8, 2019 as approved by the Company's Board of Directors and a majority of its shareholders, which reduced the number of common shares issued and outstanding from approximately 182.2 million to 22.8 million as of May 8, 2019. As such, all references to share and per share amounts in these unaudited condensed consolidated financial statements and accompanying notes have been retroactively restated to reflect the 1-for-8 reverse share split, except for the authorized number of shares of the Company's common stock and the par value per share, which were not affected. (B) Transactions: During the six months ended September 30, 2019 , expenses of $76 thousand were incurred by RSI on behalf of the Company that were treated as capital contributions (see Note 8(A)). On June 5, 2018, the Company entered into a share purchase agreement with RSL, its majority shareholder, pursuant to which the Company agreed to issue and sell to RSL 1,785,714 of its common shares at a purchase price of $14.00 per share, which was the closing price per share of the Company's common shares on the Nasdaq Global Select Market on June 5, 2018. On July 9, 2018, the Company received $25.0 million of net proceeds from RSL upon the closing of this private placement (see Note 8 (D)). On June 22, 2018, the Company entered into a sales agreement with Cowen and Company, LLC ("Cowen") to sell the Company's common shares having an aggregate offering price of up to $75.0 million from time to time through an at-the-market equity offering program under which Cowen is acting as the Company's agent. Cowen is entitled to compensation for its services in an amount up to 3% of the gross proceeds of any of the Company's common shares sold under the sales agreement. As of September 30, 2019 , approximately $74.9 million of the Company's common shares remained available for sale under the sales agreement. On December 18, 2018 , the Company issued and sold 4,145,115 common shares in a follow-on public offering, including 395,115 common shares sold pursuant to the exercise of the underwriters’ option to purchase additional shares, at an offering price of $8.00 per common share for gross proceeds of $33.2 million , including 1,250,000 shares issued and sold to RSL (see Note 8(D)). The aggregate net proceeds to the Company were approximately $31.6 million , after deducting underwriting discounts and commissions and offering expenses incurred. In March 2019, the Company issued and sold 3,333,333 common shares, including 833,333 shares issued and sold to RSL, at an offering price of $12.00 per common share for gross proceeds of $40.0 million . The aggregate net proceeds to the Company were approximately $37.9 million , after deducting underwriting discounts and commissions and offering expenses incurred. |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended |
Sep. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation | Share-Based Compensation In March 2015, the Company adopted its 2015 Equity Incentive Plan, which was amended and restated in June 2017 by its Board of Directors and became effective upon shareholder approval in August 2017 (the "2015 Plan"). A 1-for-8 reverse share split of the Company's outstanding common stock was effected on May 8, 2019 as approved by the Company's Board of Directors and a majority of its shareholders. As such, all references to share and per share amounts in these unaudited condensed consolidated financial statements and accompanying notes have been retroactively restated to reflect the 1-for-8 reverse share split, except for the authorized number of shares of the Company's common stock and the par value per share, which were not affected. In April 2019, the number of common shares authorized for issuance under the 2015 Plan increased automatically to approximately 4.0 million common shares in accordance with the terms of the 2015 Plan. Under the 2015 Plan at September 30, 2019 , a total of 0.8 million common shares were available for future grant, RSUs underlying approximately 0.3 million common shares were outstanding, and options to purchase approximately 2.7 million common shares were outstanding with a weighted-average exercise price of $16.46 per share. (A) Equity Awards: During the six months ended September 30, 2019 and 2018 , the Company granted options to purchase a total of 1.5 million and 0.4 million of its common shares, respectively, with weighted-average exercise prices of $8.15 and $17.33 , respectively, and estimated grant date fair values of $7.6 million and $4.0 million , respectively, under the 2015 Plan. The stock options granted to employees during the six months ended September 30, 2019 and 2018 include options with market-based performance conditions to purchase 0.4 million and 69 thousand common shares, respectively, with weighted-average exercise prices of $8.07 and $23.88 per share, respectively, and corresponding estimated grant date fair values of $1.2 million and $1.1 million , respectively, which were estimated using Monte Carlo Simulation methods under the income approach. As of September 30, 2019 , options with market-based performance conditions to purchase 0.5 million common shares at a weighted-average exercise price of $10.79 per share were outstanding. The market-based performance options vest based on the trading price for the Company’s common shares exceeding certain closing price thresholds. As of September 30, 2019 , stock options with market-based performance conditions to purchase approximately 40 thousand common shares with a weighted-average exercise price of $11.68 per share were outstanding and vested. During the six months ended September 30, 2019 , the Company granted RSUs underlying a total of 0.3 million common shares with an aggregate grant date fair value of $2.6 million to its employees under the 2015 Plan, with one-half of the RSUs granted vesting on January 31, 2020 and the remainder vesting on July 31, 2020 . The Company recorded total share-based compensation expense of $1.1 million and $5.2 million for the three months ended September 30, 2019 and 2018 , respectively, and $3.1 million and $10.2 million for the six months ended September 30, 2019 and 2018 , respectively, related to options and RSUs granted to its employees, directors and consultants. The share-based compensation expense was recorded as research and development and general and administrative expenses in the Company's unaudited condensed consolidated statements of operations. At September 30, 2019 , total unrecognized compensation expense related to non-vested outstanding equity awards related to options and RSUs granted to its employees, directors and consultants was $13.5 million , which is expected to be recognized over the remaining weighted-average service period of 2.41 years . (B) Share-Based Compensation for Related Parties: (1) Share-Based Compensation Allocated to the Company by RSL: The Company has incurred share-based compensation expense for RSL common share awards and RSL options issued by RSL to RSL, RSG and RSI employees. Share-based compensation expense has been allocated to the Company by RSL based upon the relative percentage of time utilized by RSL, RSG and RSI employees on Company matters. The Company recorded no share-based compensation expense for the three and six -months ended September 30, 2019 and share-based compensation benefit of $(3.2) million and $(2.7) million for the three and six -months ended September 30, 2018 in relation to the RSL common share awards and options issued by RSL to RSL, RSG and RSI employees. (2) RSL Common Share Awards and Options: Certain employees of the Company have been granted RSL common share awards and options. The Company recorded share-based compensation (benefit) expense of $(0.2) million and $0.5 million for the three months ended September 30, 2019 and 2018 , respectively, and $(0.1) million and $0.8 million , for the six months ended September 30, 2019 and 2018 , respectively, related to these awards. (3) Share-Based Compensation for Family Members: During the six months ended September 30, 2019 and 2018 , the Company granted Shankar Ramaswamy, MD stock options to purchase 81,750 common shares as annual stock option grant in his capacity as an employee of ASI. No stock options were granted to Shankar Ramaswamy, MD during the six months ended September 30, 2018. The Company recorded aggregate share-based compensation (benefit) expense of $(0.1) million and $0.9 million for the three months ended September 30, 2019 and 2018 , respectively, and $20 thousand and $1.6 million for the six months ended September 30, 2019 and 2018 , respectively, in connection with options vesting for Shankar Ramaswamy, MD. Shankar Ramaswamy, MD was no longer employed by ASI as of September 2019. Shankar Ramaswamy, MD, while previously employed by RSI, was also granted RSL common shares. The Company recorded share-based compensation expense of $7 thousand and $0.1 million for the three and six -months ended September 30, 2018 , respectively, related to the RSL common share awards held by Shankar Ramaswamy, MD, which the Company has recorded as research and development expense in the Company's unaudited condensed consolidated statements of operations. All compensation expense related to these RSL common share awards had been recognized by March 31, 2019. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies As of September 30, 2019 , the Company had entered into commitments under the Oxford Agreement (see Note 3), the UMMS Agreement (see Note 3), the Loan Agreement (see Note 7), the services agreements with RSI and RSG (see Note 8(A)), and agreements to rent office space. In addition, the Company has entered into services agreements with third parties for pharmaceutical manufacturing and research activities. See Note 5 for information regarding rent expense incurred, and remaining contractual rent obligations due, in connection with the Company's outstanding contractual rent obligations. In June 2019, the Company entered into a manufacturing services agreement with a third-party for the manufacture of cGMP grade viral vector, which can be terminated without cause by the Company with six months written notice. Under the terms of this agreement, the Company is committed to pay a minimum of approximately $1.4 million for manufacturing services through December 2020, which remains outstanding at September 30, 2019 . |
Subsequent Events
Subsequent Events | 6 Months Ended |
Sep. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events In October 2019, further development and regulatory milestones were achieved for the Company's AXO-AAV-GM2 program resulting in an additional $1.0 million payment due to UMMS. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation: The Company’s fiscal year ends on March 31, and its fiscal quarters end on June 30, September 30 and December 31. These unaudited condensed consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required by U.S. GAAP for complete financial statements. These unaudited condensed consolidated financial statements and accompanying notes should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2019 (the "Annual Report"), filed with the Securities and Exchange Commission ("SEC") on June 11, 2019. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary to present fairly the financial position of the Company and its results of operations and cash flows for the periods presented have been included. Operating results for the three and six-months ended September 30, 2019 are not necessarily indicative of the results that may be expected for the year ending March 31, 2020, for any other interim period, or for any other future year. Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification ("ASC"), and as amended by Accounting Standards Updates ("ASU"), issued by the Financial Accounting Standards Board ("FASB"). These unaudited condensed consolidated financial statements and accompanying notes include the accounts of the Company and its wholly owned subsidiaries. The Company has no unconsolidated subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Certain prior period balances have been reclassified to conform to the current period presentation. These unaudited condensed consolidated financial statements and accompanying notes have been prepared on the basis that the Company will continue as a going concern, and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern (see Note 2(B)). A 1-for-8 reverse share split of the Company's outstanding common stock was effected on May 8, 2019 as approved by the Company's Board of Directors and a majority of its shareholders, which reduced the number of common shares issued and outstanding from approximately 182.2 million to 22.8 million as of May 8, 2019. As such, all references to share and per share amounts in these unaudited condensed consolidated financial statements and accompanying notes have been retroactively restated to reflect the 1-for-8 reverse share split, except for the authorized number of shares of the Company's common stock and the par value per share, which were not affected. There have been no significant changes in the Company’s accounting policies from those disclosed in its Annual Report, except for the Company's adoption of Topic 842, " Leases (Topic 842) " ("Topic 842") (see Note 2(F) and Note 5). |
Going Concern and Management's Plans | Going Concern and Management's Plans: The Company assesses and determines its ability to continue as a going concern in accordance with the provisions of ASC Topic 205-40, " Presentation of Financial Statements—Going Concern " ("ASC Topic 205-40"), which requires the Company to evaluate whether there are conditions or events that raise substantial doubt about its ability to continue as a going concern within one year after the date that its annual and interim consolidated financial statements are issued. Certain additional financial statement disclosures are required if such conditions or events are identified. If and when an entity’s liquidation becomes imminent, financial statements should be prepared under the liquidation basis of accounting. Determining the extent, if any, to which conditions or events raise substantial doubt about the Company’s ability to continue as a going concern, or the extent to which mitigating plans sufficiently alleviate any such substantial doubt, as well as whether or not liquidation is imminent, requires significant judgment by management. The Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the consolidated financial statements are issued. As of September 30, 2019 , the Company’s cash and cash equivalents totaled $60.3 million and its accumulated deficit was $728.0 million . For the six months ended September 30, 2019 and the fiscal year ended March 31, 2019, the Company incurred net losses of $41.9 million and $129.1 million , respectively. As of September 30, 2019 , the Company had aggregate net interest-bearing indebtedness of $34.4 million , of which $22.6 million was due within one year in the absence of any amendment made to the Company's Loan Agreement (as defined in Note 7) with Hercules Capital, Inc. ("Hercules"). The Company expects to continue to incur significant operating and net losses, as well as negative cash flows from operations, for the foreseeable future as it continues to develop its gene therapy product candidates and prepares for potential future regulatory approvals and commercialization of its products, if approved. The Company has not generated any revenue to date and does not expect to generate product revenue unless and until it successfully completes development and obtains regulatory approval for at least one of its product candidates, and its current cash and cash equivalents balance will not be sufficient to complete all necessary development activities and commercially launch its products. The Company’s Loan Agreement with Hercules currently requires that the Company maintain a minimum cash balance equal to the lesser of $30.0 million or the outstanding amount due under the Loan Agreement. As of September 30, 2019, the Company was in compliance with all affirmative and negative covenants in the Loan Agreement with Hercules, including the minimum cash covenant. The Company has received two financing proposals, which, if executed, would either prevent or eliminate the potential for noncompliance with the minimum cash covenant. The Company expects to execute a definitive financing agreement by December 31, 2019; however, if a financing agreement is not executed and the Company fails to maintain compliance with the minimum cash balance requirement, an event of default would occur under the Loan Agreement, and Hercules could choose to accelerate the indebtedness under the Loan Agreement. The Company anticipates that its current cash and cash equivalents balance will not be sufficient to sustain operations beyond six months (under one proposal) or twelve months (under the other proposal) following the date that these unaudited condensed consolidated financial statements and notes were issued, which raises substantial doubt about the Company's ability to continue as a going concern. To continue as a going concern, the Company will need, among other things, to raise additional capital in the near term. The Company continually assesses multiple options to obtain additional funding to support its operations, including proceeds from offerings of the Company’s equity securities or debt, cash received from the exercise of outstanding common stock options, or transactions involving product development, technology licensing or collaboration arrangements, or other sources of capital to complete its currently planned development programs. Management can provide no assurances that it can raise a sufficient amount of financing for the Company on favorable terms, if at all. Although the Company has successfully obtained financing in the past, and management believes that it will continue to do so in the future, ASC Subtopic 205-40 does not permit future financing activities that are not probable of being implemented and probable of alleviating the conditions that raise substantial doubt to be included in the Company's assessment of its liquidity. Due to these uncertainties, there is substantial doubt about the Company’s ability to continue as going concern. These unaudited condensed consolidated financial statements and accompanying notes have been prepared on the basis that the Company will continue as a going concern, and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern. |
Use of Estimates | Use of Estimates: The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company regularly evaluates estimates and assumptions related to certain assets, including which costs are charged to research and development and general and administrative expense, as well as assumptions used to estimate its ability to continue as a going concern and estimate the fair value of its stock option awards. Specifically, the Company estimates the grant date fair value of stock option awards with only time-based vesting requirements using a Black-Scholes valuation model and uses a Monte Carlo Simulation method under the income approach to estimate the grant date fair value of stock option awards with market-based performance conditions. The Company bases its estimates and assumptions on historical experience and on various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. |
Net Loss per Common Share | Net Loss per Common Share: Basic net loss per common share is computed by dividing the net loss applicable to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted net loss per common share is computed by dividing the net loss applicable to common shareholders by the diluted weighted-average number of common shares outstanding during the period calculated in accordance with the treasury stock method. |
Financial Instruments and Fair Value Measurement | Financial Instruments and Fair Value Measurement: The Company utilizes fair value measurement guidance prescribed by accounting standards to value its financial instruments. The guidance establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability 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 asset or liability and are developed based on the best information available in the circumstances. Fair value is defined as the exchange price, or exit price, representing the amount that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants. As a basis for considering market participant assumptions in fair value measurements, the guidance establishes a three-tier fair value hierarchy that distinguishes among the following: • Level 1-Valuations are based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. • Level 2-Valuations are based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active and models for which all significant inputs are observable, either directly or indirectly. • Level 3-Valuations are based on inputs that are unobservable (supported by little or no market activity) and significant to the overall fair value measurement. To the extent the 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. The Company’s financial instruments include cash and cash equivalents, a long-term investment, accounts payable and long-term debt. Cash consists of non-interest-bearing deposits denominated in the U.S. dollar and Swiss franc, while cash equivalents consists of interest-bearing money market fund deposits denominated in the U.S. dollar, which are invested in debt securities issued or guaranteed by the U.S. government and repurchase agreements fully collateralized by U.S. Treasury and U.S. government securities. Cash and accounts payable are stated at their respective historical carrying amounts, which approximate fair value due to their short-term nature. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements: In February 2016, the FASB issued Topic 842, which requires lessees to recognize on their consolidated balance sheets a liability to make lease payments and a right-of-use asset representing their right to use the underlying asset for the lease term for both finance and operating leases with lease terms greater than twelve months. Topic 842 is effective for annual periods beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2018. Early adoption is permitted. A modified retrospective transition approach is required, applying the new standard to all leases existing at the date of initial application. Topic 842 allows entities to choose to use either (i) the effective date or (ii) the beginning of the earliest comparative period presented in the financial statements as the date of initial application. Topic 842 provides a number of optional practical expedients in transition. The Company adopted Topic 842 on April 1, 2019 using the optional modified retrospective transition method. Comparative periods were not restated. For leases that commenced prior to April 1, 2019, the Company elected the following package of practical expedients when assessing the transition impact: (1) not to reassess whether any expired or existing contracts are or contain leases; (2) not to reassess the lease classification for any expired or existing leases; and (3) not to reassess initial direct costs for any existing leases. The Company also elected to: (1) use the total lease term in its initial incremental borrowing rate calculation; (2) combine its lease and non-lease components and account for them as a single lease component; and (3) not apply the use of hindsight in determining the lease term when considering lessee options to extend or terminate the lease and to purchase the underlying asset. Upon adoption, the Company recorded corresponding aggregate operating lease right-of-use assets and operating lease liabilities of $3.0 million and $2.4 million , respectively, including $0.6 million of prepaid rent previously classified within other non-current assets in the Company’s consolidated balance sheet that was reclassified to operating lease right-of-use assets. The adoption of the new standard did not materially impact the Company’s consolidated results of operations and cash flows and did not have an impact on the Company’s beginning accumulated deficit balance. For additional information regarding the Company’s leases, see Note 5 for further information regarding the impact of the Company's adoption of Topic 842. In February 2018, the FASB issued ASU No. 2018-02, " Income Statement-Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income" ("ASU No. 2018-02"). On December 22, 2017, an Act to provide for reconciliation pursuant to titles II and V of the concurrent resolution on the budget for fiscal year 2018 (commonly known as the "Tax Cuts and Jobs Act") was enacted in the United States, which introduced a comprehensive set of tax reforms. ASU No. 2018-02 allows companies to reclassify stranded tax effects resulting from the Tax Cuts and Jobs Act, from accumulated other comprehensive (loss) income to retained earnings. ASU No. 2018-02 is effective for interim and annual reporting periods beginning after December 15, 2018, and early adoption is permitted. The Company adopted the provisions of ASU No. 2018-02 for the fiscal year beginning April 1, 2019, which did not have a material impact on its consolidated financial statements and related disclosures. In June 2018, the FASB issued ASU No. 2018-07, " Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting," ("ASU No. 2018-07") . ASU No. 2018-07 requires equity-classified share-based payment awards issued to nonemployees to be measured on the grant date, rather than remeasuring the awards through the performance completion date as previously required. Additionally, for nonemployee awards with performance conditions, compensation cost associated with the award is to be recognized when achievement of the performance condition is probable, rather than upon achievement of the performance condition. Further, the requirement to reassess the liability or equity classification for nonemployee awards upon vesting is eliminated, except for awards in the form of convertible instruments. ASU No. 2018-07 is effective for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year, with early adoption permitted after the adoption of ASU No. 2014-09. The Company adopted the provisions of ASU No. 2018-07 for the fiscal year beginning April 1, 2019, which did not have a material impact on its consolidated financial statements and related disclosures. Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the SEC did not, or are not believed by management to, have a material impact on the Company’s present or future consolidated financial position, results of operations or cash flows. |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Remaining Contractual Rent Obligations | The following table provides a reconciliation of the Company's remaining undiscounted contractual rent obligations due within each respective fiscal year ending March 31 to the operating lease liabilities recognized as of September 30, 2019 (in thousands): Fiscal Year Ending March 31, Amount 2020 $ 896 2021 898 2022 — 2023 — 2024 — Thereafter — Total undiscounted payments 1,794 Less: Present value adjustment (119 ) Present value of future payments $ 1,675 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 6 Months Ended |
Sep. 30, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | As of September 30, 2019 , and March 31, 2019, accrued expenses consisted of the following (in thousands): September 30, 2019 March 31, 2019 Research and development expenses $ 18,185 $ 13,416 Salaries, bonuses, and other compensation expenses 1,798 3,899 Legal expenses 626 1,319 Other expenses 818 1,985 Total accrued expenses $ 21,427 $ 20,619 |
Long Term Debt (Tables)
Long Term Debt (Tables) | 6 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Outstanding Debt Obligations | Outstanding debt obligations were as follows (in thousands): September 30, 2019 March 31, 2019 Principal amount $ 35,040 $ 45,295 Less: unamortized discount and debt issuance costs (685 ) (1,119 ) Loan payable less unamortized discount and debt issuance costs 34,355 44,176 Less: current portion of long-term debt (22,613 ) (21,182 ) Long-term loan payable, net of current maturities $ 11,742 $ 22,994 |
Description of Business (Detail
Description of Business (Details) | 6 Months Ended |
Sep. 30, 2019subsidiarysegment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of subsidiaries | subsidiary | 7 |
Number of operating segments | 1 |
Number of reporting segments | 1 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) $ in Thousands | May 08, 2019shares | Sep. 30, 2019USD ($)proposalshares | Jun. 30, 2019USD ($) | Sep. 30, 2018USD ($)shares | Jun. 30, 2018USD ($) | Sep. 30, 2019USD ($)proposalshares | Sep. 30, 2018USD ($)shares | Mar. 31, 2019USD ($)shares | Nov. 30, 2019USD ($) | May 07, 2019shares | Apr. 01, 2019USD ($) | Mar. 31, 2018USD ($) |
Net Loss per Common Share | ||||||||||||
Reverse share split ratio | 0.125 | |||||||||||
Common shares issued (in shares) | shares | 22,800,000 | 22,791,669 | 22,791,669 | 22,779,891 | 182,200,000 | |||||||
Common shares outstanding (in shares) | shares | 22,800,000 | 22,791,669 | 22,791,669 | 22,779,891 | 182,200,000 | |||||||
Cash and cash equivalents | $ 60,255 | $ 90,726 | $ 60,255 | $ 90,726 | $ 106,999 | $ 154,337 | ||||||
Accumulated deficit | (727,957) | (727,957) | (686,016) | |||||||||
Net loss | (13,884) | $ (28,057) | $ (33,835) | $ (51,888) | (41,941) | $ (85,723) | (129,100) | |||||
Net interest-bearing indebtedness | 34,355 | 34,355 | 44,176 | |||||||||
Net interest-bearing indebtedness, due within one year | 22,613 | 22,613 | $ 21,182 | |||||||||
Operating lease right-of-use assets | 2,237 | 2,237 | ||||||||||
Lease liability | $ 1,675 | $ 1,675 | ||||||||||
Stock Options and RSUs | ||||||||||||
Net Loss per Common Share | ||||||||||||
Anti-dilutive securities not included in calculation of common shares outstanding (in shares) | shares | 3,000,000 | 3,000,000 | ||||||||||
Stock Options | ||||||||||||
Net Loss per Common Share | ||||||||||||
Anti-dilutive securities not included in calculation of common shares outstanding (in shares) | shares | 2,000,000 | 2,000,000 | ||||||||||
Loan and Security Agreement with Hercules Capital, Inc. | Secured Debt | ||||||||||||
Net Loss per Common Share | ||||||||||||
Number of financing proposals received | proposal | 2 | 2 | ||||||||||
Money Market Funds | ||||||||||||
Net Loss per Common Share | ||||||||||||
Money market funds | $ 30,425 | $ 30,425 | ||||||||||
Money Market Funds | Fair Value, Inputs, Level 1 | ||||||||||||
Net Loss per Common Share | ||||||||||||
Money market funds | 30,425 | 30,425 | ||||||||||
Money Market Funds | Fair Value, Inputs, Level 2 | ||||||||||||
Net Loss per Common Share | ||||||||||||
Money market funds | 0 | 0 | ||||||||||
Money Market Funds | Fair Value, Inputs, Level 3 | ||||||||||||
Net Loss per Common Share | ||||||||||||
Money market funds | $ 0 | $ 0 | ||||||||||
Accounting Standards Update 2016-02 | ||||||||||||
Net Loss per Common Share | ||||||||||||
Operating lease right-of-use assets | $ 3,000 | |||||||||||
Lease liability | 2,400 | |||||||||||
Prepaid rent | $ 600 | |||||||||||
Subsequent Event | Loan and Security Agreement with Hercules Capital, Inc. | Secured Debt | ||||||||||||
Net Loss per Common Share | ||||||||||||
Minimum unrestricted cash | $ 30,000 | |||||||||||
Proposal One | ||||||||||||
Net Loss per Common Share | ||||||||||||
Period in which cash and cash equivalents balance will remain sufficient | 6 months | |||||||||||
Proposal Two | ||||||||||||
Net Loss per Common Share | ||||||||||||
Period in which cash and cash equivalents balance will remain sufficient | 12 months |
License and Collaboration Agr_2
License and Collaboration Agreements License and Collaboration Agreements (Details) - USD ($) | Apr. 30, 2019 | Dec. 07, 2018 | Jun. 05, 2018 | Jul. 31, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Mar. 31, 2019 | Feb. 28, 2019 |
License Agreement [Line Items] | ||||||||||
Payments for license agreement | $ 13,000,000 | |||||||||
Capitalized costs, current | $ 18,185,000 | $ 18,185,000 | $ 13,416,000 | |||||||
Oxford BioMedica (UK) Ltd. | ||||||||||
License Agreement [Line Items] | ||||||||||
Payments for license agreement | $ 30,000,000 | 5,200,000 | $ 100,000 | 6,500,000 | $ 30,100,000 | |||||
Payments for license agreement, developmental milestones | 55,000,000 | |||||||||
Payments for license agreement, regulatory and sales milestones | $ 757,500,000 | |||||||||
License agreement term | 10 years | |||||||||
License agreement costs | 2,700,000 | 1,200,000 | 4,100,000 | 1,300,000 | ||||||
Benitec Biopharma Limited | ||||||||||
License Agreement [Line Items] | ||||||||||
Payments for license agreement | 1,700,000 | 10,000,000 | 2,400,000 | 10,000,000 | ||||||
License agreement costs | 400,000 | $ 1,700,000 | 2,100,000 | $ 1,700,000 | ||||||
The University of Massachusetts Medical School | ||||||||||
License Agreement [Line Items] | ||||||||||
Payments for license agreement | $ 10,000,000 | 800,000 | 1,800,000 | |||||||
License agreement term | 10 years | |||||||||
License agreement costs | 1,700,000 | 2,700,000 | ||||||||
Payments for license and collaboration agreement, development and regulatory milestones, total | $ 24,500,000 | |||||||||
Payments for license and collaboration agreement, sales milestones, total | $ 39,800,000 | |||||||||
Additional payment due to UMMS | $ 1,000,000 | |||||||||
Termination notice term, uncured material breach | 90 days | |||||||||
Termination notice term | 60 days | |||||||||
Research and development expenses | Oxford BioMedica (UK) Ltd. | ||||||||||
License Agreement [Line Items] | ||||||||||
Payments for license agreement | $ 25,000,000 | |||||||||
Research and development expenses | Benitec Biopharma Limited | ||||||||||
License Agreement [Line Items] | ||||||||||
License agreement costs | $ 10,000,000 | |||||||||
Prepaid Expenses and Other Current Assets and Other Noncurrent Assets | Oxford BioMedica (UK) Ltd. | ||||||||||
License Agreement [Line Items] | ||||||||||
Payments for license agreement | $ 5,000,000 | |||||||||
Prepaid Expenses and Other Current Assets | Oxford BioMedica (UK) Ltd. | ||||||||||
License Agreement [Line Items] | ||||||||||
Capitalized costs, current | $ 2,000,000 | $ 2,000,000 | ||||||||
Minimum | Oxford BioMedica (UK) Ltd. | ||||||||||
License Agreement [Line Items] | ||||||||||
Royalty percentage | 7.00% | |||||||||
Fee if developmental milestones are not me | $ 500,000 | |||||||||
Maximum | Oxford BioMedica (UK) Ltd. | ||||||||||
License Agreement [Line Items] | ||||||||||
Royalty percentage | 10.00% | |||||||||
Fee if developmental milestones are not me | $ 1,000,000 |
Long-term Investment (Details)
Long-term Investment (Details) $ in Thousands, shares in Millions | Feb. 25, 2019USD ($)shares | Sep. 30, 2019USD ($) | Sep. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Feb. 13, 2019€ / sharesshares |
Related Party Transaction [Line Items] | |||||
Maximum shares to be purchased under subscription agreement (in shares) | 8.1 | ||||
Par value (in EUR per share) | € / shares | € 0.00001 | ||||
Number of shares acquired during period (in shares) | 5.9 | ||||
Long-term investment | $ | $ 5,900 | $ 5,871 | $ 5,871 | $ 5,871 | |
Additional maximum shares to be purchased under subscription agreement (in shares) | 2.2 | ||||
Transition Services Agreement, Reimbursements, Employee Compensation Expense | Investee | |||||
Related Party Transaction [Line Items] | |||||
Reimbursements received | $ | $ 100 | $ 200 |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Apr. 01, 2019 | |
Lessor, Lease, Description [Line Items] | |||||
Operating lease right-of-use assets | $ 2,237 | $ 2,237 | |||
Lease liability | $ 1,675 | $ 1,675 | |||
Incremental borrowing rate | 12.86% | ||||
Aggregate weighted average remaining lease payment term | 1 year 3 months 18 days | 1 year 3 months 18 days | |||
Aggregate weighted average discount rate | 12.90% | 12.90% | |||
Rent expense | $ 500 | $ 900 | |||
Operating leases, rent expense | $ 500 | $ 900 | |||
Accounting Standards Update 2016-02 | |||||
Lessor, Lease, Description [Line Items] | |||||
Operating lease right-of-use assets | $ 3,000 | ||||
Lease liability | 2,400 | ||||
Costs previously classified within other non-current assets | $ 600 |
Leases Remaining Contractual Re
Leases Remaining Contractual Rent Obligations (Details) $ in Thousands | Sep. 30, 2019USD ($) |
Leases [Abstract] | |
2020 | $ 896 |
2021 | 898 |
2022 | 0 |
2023 | 0 |
2024 | 0 |
Thereafter | 0 |
Total undiscounted payments | 1,794 |
Less: Present value adjustment | (119) |
Present value of future payments | $ 1,675 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Mar. 31, 2019 |
Payables and Accruals [Abstract] | ||
Research and development expenses | $ 18,185 | $ 13,416 |
Salaries, bonuses, and other compensation expenses | 1,798 | 3,899 |
Legal expenses | 626 | 1,319 |
Other expenses | 818 | 1,985 |
Total accrued expenses | $ 21,427 | $ 20,619 |
Long Term Debt (Details)
Long Term Debt (Details) - USD ($) | Feb. 02, 2017 | Aug. 31, 2017 | Nov. 30, 2019 |
Debt Instrument [Line Items] | |||
Exercise of warrants (in shares) | 16,228 | ||
Common Shares | |||
Debt Instrument [Line Items] | |||
Number of securities called by warrants (in shares) | 34,260 | ||
Exercise price (in dollars per share) | $ 96.32 | ||
Fair value of warrants not settable in cash | $ 2,300,000 | ||
Loan and Security Agreement with Hercules Capital, Inc. | Secured Debt | |||
Debt Instrument [Line Items] | |||
Face amount | $ 55,000,000 | ||
Default interest rate | 5.00% | ||
Maximum equity offering opportunity to be provided | $ 3,000,000 | ||
Transaction costs | $ 1,500,000 | ||
Loan term | 48 months | ||
Loan and Security Agreement with Hercules Capital, Inc. | Secured Debt | Minimum | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 10.55% | ||
Loan and Security Agreement with Hercules Capital, Inc. | Secured Debt | Prime Rate | |||
Debt Instrument [Line Items] | |||
Variable interest rate | 6.80% | ||
Subsequent Event | Loan and Security Agreement with Hercules Capital, Inc. | Secured Debt | |||
Debt Instrument [Line Items] | |||
Minimum unrestricted cash | $ 30,000,000 |
Long Term Debt - Outstanding De
Long Term Debt - Outstanding Debt Obligations (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Mar. 31, 2019 |
Debt Disclosure [Abstract] | ||
Principal amount | $ 35,040 | $ 45,295 |
Less: unamortized discount and debt issuance costs | (685) | (1,119) |
Loan payable less unamortized discount and debt issuance costs | 34,355 | 44,176 |
Current portion of long-term debt | (22,613) | (21,182) |
Long-term loan payable, net of current maturities | $ 11,742 | $ 22,994 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 18, 2018 | Jul. 09, 2018 | Mar. 31, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Jun. 05, 2018 |
RSI | ||||||||
Related Party Transaction [Line Items] | ||||||||
Expense under service agreement | $ 48 | $ 900 | $ 76 | $ 4,300 | ||||
Former Chief Executive Officer | ||||||||
Related Party Transaction [Line Items] | ||||||||
Officers' salary expense | $ 56 | $ 75 | 131 | $ 150 | ||||
Aggregate grant date fair value of stock options | 400 | |||||||
Stock options granted (in shares) | 0 | |||||||
Private Placement | RSL | ||||||||
Related Party Transaction [Line Items] | ||||||||
Net proceeds from common stock issued | $ 25,000 | |||||||
Shares sold in common stock issuance (in shares) | 1,785,714 | 833,333 | ||||||
Price of shares sold in common stock issuance (in USD per share) | $ 14 | |||||||
Public Offering | ||||||||
Related Party Transaction [Line Items] | ||||||||
Net proceeds from common stock issued | $ 31,600 | $ 37,900 | ||||||
Shares sold in common stock issuance (in shares) | 4,145,115 | 3,333,333 | ||||||
Price of shares sold in common stock issuance (in USD per share) | $ 8 | $ 12 | ||||||
Gross proceeds from common stock issued | $ 33,200 | $ 40,000 | ||||||
Public Offering | RSL | ||||||||
Related Party Transaction [Line Items] | ||||||||
Shares sold in common stock issuance (in shares) | 1,250,000 | |||||||
Underwriter's Option | ||||||||
Related Party Transaction [Line Items] | ||||||||
Shares sold in common stock issuance (in shares) | 395,115 | |||||||
Family Relationships | Former Chief Executive Officer | ||||||||
Related Party Transaction [Line Items] | ||||||||
Annual cash bonuses | $ 143 | $ 134 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) $ / shares in Units, $ in Thousands | May 08, 2019shares | Dec. 18, 2018USD ($)$ / sharesshares | Jul. 09, 2018USD ($)shares | Mar. 31, 2019USD ($)$ / sharesshares | Sep. 30, 2019USD ($)$ / sharesshares | Sep. 30, 2018USD ($) | May 07, 2019shares | Jun. 22, 2018USD ($) | Jun. 05, 2018$ / shares |
Shareholders' Equity | |||||||||
Common shares authorized (in shares) | shares | 1,000,000,000 | 1,000,000,000 | |||||||
Common shares par value (in dollars per share) | $ / shares | $ 0.00001 | $ 0.00001 | |||||||
Reverse share split ratio | 0.125 | ||||||||
Common shares issued (in shares) | shares | 22,800,000 | 22,779,891 | 22,791,669 | 182,200,000 | |||||
Capital contribution | $ 76 | $ 422 | |||||||
Stock Offering | |||||||||
Shareholders' Equity | |||||||||
Shares sold in common stock issuance (in shares) | shares | 4,145,115 | 3,333,333 | |||||||
Price of shares sold in common stock issuance (in USD per share) | $ / shares | $ 8 | $ 12 | |||||||
Net proceeds from common stock issued | $ 31,600 | $ 37,900 | |||||||
Gross proceeds from common stock issued | $ 33,200 | $ 40,000 | |||||||
Underwriter's Option | |||||||||
Shareholders' Equity | |||||||||
Shares sold in common stock issuance (in shares) | shares | 395,115 | ||||||||
RSI | |||||||||
Shareholders' Equity | |||||||||
Capital contribution | 76 | ||||||||
RSL | Stock Offering | |||||||||
Shareholders' Equity | |||||||||
Shares sold in common stock issuance (in shares) | shares | 1,250,000 | ||||||||
RSL | Private Placement | |||||||||
Shareholders' Equity | |||||||||
Shares sold in common stock issuance (in shares) | shares | 1,785,714 | 833,333 | |||||||
Price of shares sold in common stock issuance (in USD per share) | $ / shares | $ 14 | ||||||||
Net proceeds from common stock issued | $ 25,000 | ||||||||
Cowen and Company, LLC | Private Placement | |||||||||
Shareholders' Equity | |||||||||
Maximum offering under equity offering program | $ 75,000 | ||||||||
Percentage of gross proceeds from common stock issuance paid for services | 3.00% | ||||||||
Amount available for issuance under equity offering program | $ 74,900 |
Share-Based Compensation (Detai
Share-Based Compensation (Details) $ / shares in Units, $ in Thousands | May 08, 2019 | Sep. 30, 2019USD ($)$ / sharesshares | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)$ / sharesshares | Sep. 30, 2018USD ($)$ / sharesshares | Apr. 30, 2019shares |
Share-Based Compensation | ||||||
Reverse share split ratio | 0.125 | |||||
RSL | ||||||
Share-Based Compensation | ||||||
Share-based compensation expense | $ | $ 0 | $ (3,200) | $ 0 | $ (2,700) | ||
Shankar Ramaswamy | ||||||
Share-Based Compensation | ||||||
Number of options granted (in shares) | 81,750 | 0 | ||||
Employees | RSL | ||||||
Share-Based Compensation | ||||||
Share-based compensation expense | $ | $ (200) | 500 | $ (100) | $ 800 | ||
Restricted Stock Units (RSUs) | ||||||
Share-Based Compensation | ||||||
RSUs outstanding (in shares) | 300,000 | 300,000 | ||||
RSUs granted (in shares) | 300,000 | |||||
Aggregate grant date fair value of RSUs | $ | $ 2,600 | |||||
Stock Options | ||||||
Share-Based Compensation | ||||||
Total unrecognized compensation expense, stock options | $ | $ 13,500 | $ 13,500 | ||||
Remaining weighted-average service period | 2 years 4 months 28 days | |||||
Stock Options | Grants To Directors And Employees | ||||||
Share-Based Compensation | ||||||
Share-based compensation expense | $ | 1,100 | 5,200 | $ 3,100 | 10,200 | ||
Stock Options | Shankar Ramaswamy | ||||||
Share-Based Compensation | ||||||
Share-based compensation expense | $ | $ (100) | 900 | $ 20 | $ 1,600 | ||
Market-Based Performance Stock Options | ||||||
Share-Based Compensation | ||||||
Number of options outstanding (in shares) | 500,000 | 500,000 | ||||
Weighted average exercise price of options outstanding (in dollars per share) | $ / shares | $ 10.79 | $ 10.79 | ||||
Number of options granted (in shares) | 400,000 | 69,000 | ||||
Exercise price of options granted (in USD per share) | $ / shares | $ 8.07 | $ 23.88 | ||||
Estimated grant date fair value of options granted | $ | $ 1,200 | $ 1,100 | ||||
Number of options vested (in shares) | 40,000 | |||||
Exercise price of options vested (in USD per share) | $ / shares | $ 11.68 | |||||
Common share awards | Shankar Ramaswamy | RSL | ||||||
Share-Based Compensation | ||||||
Share-based compensation expense | $ | $ 7 | $ 100 | ||||
2015 Equity Incentive Plan | ||||||
Share-Based Compensation | ||||||
Number of shares reserved for grant (in shares) | 4,000,000 | |||||
Number of shares available for future grant (in shares) | 800,000 | 800,000 | ||||
2015 Equity Incentive Plan | Stock Options | ||||||
Share-Based Compensation | ||||||
Number of options outstanding (in shares) | 2,700,000 | 2,700,000 | ||||
Weighted average exercise price of options outstanding (in dollars per share) | $ / shares | $ 16.46 | $ 16.46 | ||||
Number of options granted (in shares) | 1,500,000 | 400,000 | ||||
Exercise price of options granted (in USD per share) | $ / shares | $ 8.15 | $ 17.33 | ||||
Estimated grant date fair value of options granted | $ | $ 7,600 | $ 4,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | Jun. 30, 2019USD ($) |
cGMP Grade Viral Vector Production | |
Long-term Purchase Commitment [Line Items] | |
Minimum payment for manufacturing services | $ 1.4 |
Subsequent Events (Details)
Subsequent Events (Details) - The University of Massachusetts Medical School - USD ($) $ in Millions | Oct. 31, 2019 | Feb. 28, 2019 |
Subsequent Event [Line Items] | ||
Additional payment due to UMMS | $ 1 | |
Subsequent Event | ||
Subsequent Event [Line Items] | ||
Additional payment due to UMMS | $ 1 |