Cover
Cover - shares | 6 Months Ended | |
Sep. 30, 2020 | Nov. 11, 2020 | |
Entity Addresses [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2020 | |
Document Transition Report | false | |
Entity File Number | 001-37418 | |
Entity Registrant Name | Axovant Gene Therapies Ltd. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-3863315 | |
Entity Address, Address Line One | 11 Times Square | |
Entity Address, Address Line Two | 33rd Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10036 | |
City Area Code | (877) | |
Local Phone Number | 746-4891 | |
Entity Information, Former Legal or Registered Name | Axovant Gene Therapies Ltd. | |
Title of 12(b) Security | Common Stock, par value $0.00001 per share | |
Trading Symbol | SIOX | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 48,467,922 | |
Entity Central Index Key | 0001636050 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --03-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Former Address | ||
Entity Addresses [Line Items] | ||
Entity Address, Address Line One | Clarendon House | |
Entity Address, Address Line Two | 2 Church Street | |
Entity Address, City or Town | Hamilton | |
Entity Address, Postal Zip Code | HM 11 | |
Entity Address, Country | BM |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2020 | Mar. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 63,171 | $ 80,752 |
Prepaid expenses and other current assets | 5,406 | 2,971 |
Income tax receivable | 1,747 | 1,707 |
Total current assets | 70,324 | 85,430 |
Long-term investment | 8,055 | 5,871 |
Other non-current assets | 169 | 46 |
Operating lease right-of-use assets | 663 | 1,532 |
Property and equipment, net | 560 | 801 |
Total assets | 79,771 | 93,680 |
Current liabilities: | ||
Accounts payable | 2,172 | 4,412 |
Accrued expenses | 7,837 | 11,319 |
Current portion of operating lease liabilities | 34 | 889 |
Current portion of long-term debt | 0 | 15,423 |
Total current liabilities | 10,043 | 32,043 |
Operating lease liabilities, net of current portion | 55 | 79 |
Total liabilities | 10,098 | 32,122 |
Commitments and contingencies (Note 11) | ||
Stockholders’ equity: | ||
Common stock, par value $0.00001 per share, 1,000,000,000 shares authorized, 47,249,729 and 39,526,299 issued and outstanding at September 30, 2020 and March 31, 2020, respectively | 0 | 0 |
Additional paid-in capital | 846,558 | 820,257 |
Accumulated deficit | (777,222) | (758,644) |
Accumulated other comprehensive income (loss) | 337 | (55) |
Total stockholders’ equity | 69,673 | 61,558 |
Total liabilities and stockholders’ equity | $ 79,771 | $ 93,680 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2020 | Mar. 31, 2020 | 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) | 47,249,729 | 47,249,729 | 22,800,000 |
Common shares outstanding (in shares) | 39,526,299 | 39,526,299 | 22,800,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Operating expenses: | ||||
Research and development expenses | $ 5,058 | $ 6,833 | $ 10,252 | $ 27,923 |
General and administrative expenses | 4,491 | 5,051 | 9,131 | 11,519 |
Total operating expenses | 9,549 | 11,884 | 19,383 | 39,442 |
Other (income) expenses: | ||||
Interest expense | 1 | 1,313 | 797 | 2,871 |
Other expense (income) | 580 | 560 | (1,486) | (537) |
Loss before income tax (benefit) expense | (10,130) | (13,757) | (18,694) | (41,776) |
Income tax (benefit) expense | (146) | 127 | (116) | 165 |
Net loss | $ (9,984) | $ (13,884) | $ (18,578) | $ (41,941) |
Net loss per common share — basic and diluted (in dollars per share) | $ (0.21) | $ (0.61) | $ (0.41) | $ (1.84) |
Weighted-average common shares outstanding - basic and diluted (in shares) | 46,731,666 | 22,783,182 | 45,018,855 | 22,781,657 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Research and development expenses | ||||
Share-based compensation expense | $ 458 | $ 409 | $ 1,021 | $ 1,130 |
General and administrative expenses | ||||
Share-based compensation expense | $ 650 | $ 482 | $ 1,677 | $ 1,896 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (9,984) | $ (13,884) | $ (18,578) | $ (41,941) |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustment | 348 | 552 | 392 | (420) |
Total other comprehensive income (loss) | 348 | 552 | 392 | (420) |
Comprehensive loss | $ (9,636) | $ (13,332) | $ (18,186) | $ (42,361) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Stockholders’ Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) |
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 | |||
Stock-based compensation expense | 2,135 | 2,135 | |||
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 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) | |||||
Net loss | (72,600) | ||||
Ending balance (in shares) at Mar. 31, 2020 | 39,526,299 | ||||
Ending balance at Mar. 31, 2020 | 61,558 | $ 0 | 820,257 | (758,644) | (55) |
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 | |||
Stock-based compensation expense | 891 | 891 | |||
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 |
Beginning balance (in shares) at Mar. 31, 2020 | 39,526,299 | ||||
Beginning balance at Mar. 31, 2020 | 61,558 | $ 0 | 820,257 | (758,644) | (55) |
Increase (Decrease) in Shareholders' Equity (Deficit) | |||||
Shares issued for restricted stock units (in shares) | 53,653 | ||||
Shares issued for restricted stock units | 0 | ||||
Shares sold in connection with at-the-market offering, net of brokerage fees and offering expenses of $0.5 million (in shares) | 1,393,428 | ||||
Shares sold in connection with at-the-market offering, net of brokerage fees and offering expenses of $0.5 million | 3,930 | 3,930 | |||
Stock-based compensation expense | 1,590 | 1,590 | |||
Capital contribution received from Roivant Sciences, Inc. | 53 | 53 | |||
Foreign currency translation adjustment | 44 | 44 | |||
Net loss | (8,594) | (8,594) | |||
Ending balance (in shares) at Jun. 30, 2020 | 40,973,380 | ||||
Ending balance at Jun. 30, 2020 | 58,581 | $ 0 | 825,830 | (767,238) | (11) |
Increase (Decrease) in Shareholders' Equity (Deficit) | |||||
Brokerage fees and offering expenses | 500 | ||||
Beginning balance (in shares) at Mar. 31, 2020 | 39,526,299 | ||||
Beginning balance at Mar. 31, 2020 | 61,558 | $ 0 | 820,257 | (758,644) | (55) |
Increase (Decrease) in Shareholders' Equity (Deficit) | |||||
Foreign currency translation adjustment | 392 | ||||
Net loss | (18,578) | ||||
Ending balance (in shares) at Sep. 30, 2020 | 47,249,729 | ||||
Ending balance at Sep. 30, 2020 | 69,673 | $ 0 | 846,558 | (777,222) | 337 |
Beginning balance (in shares) at Jun. 30, 2020 | 40,973,380 | ||||
Beginning balance at Jun. 30, 2020 | 58,581 | $ 0 | 825,830 | (767,238) | (11) |
Increase (Decrease) in Shareholders' Equity (Deficit) | |||||
Shares issued for restricted stock units (in shares) | 60,676 | ||||
Shares issued for restricted stock units | 0 | ||||
Shares sold in connection with at-the-market offering, net of brokerage fees and offering expenses of $0.5 million (in shares) | 6,215,673 | ||||
Shares sold in connection with at-the-market offering, net of brokerage fees and offering expenses of $0.5 million | 19,598 | 19,598 | |||
Stock-based compensation expense | 1,108 | 1,108 | |||
Capital contribution received from Roivant Sciences, Inc. | 22 | 22 | |||
Foreign currency translation adjustment | 348 | 348 | |||
Net loss | (9,984) | (9,984) | |||
Ending balance (in shares) at Sep. 30, 2020 | 47,249,729 | ||||
Ending balance at Sep. 30, 2020 | 69,673 | $ 0 | $ 846,558 | $ (777,222) | $ 337 |
Increase (Decrease) in Shareholders' Equity (Deficit) | |||||
Brokerage fees and offering expenses | $ 700 |
Condensed Consolidated Statem_5
Condensed Consolidated Statement of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Sep. 30, 2020 | Jun. 30, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Mar. 31, 2020 | |
Cash flows from operating activities: | |||||||
Net loss | $ (9,984) | $ (8,594) | $ (13,884) | $ (28,057) | $ (18,578) | $ (41,941) | $ (72,600) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||
Unrealized foreign currency translation adjustment | 392 | (420) | |||||
Amortization of operating lease right-of-use assets | 869 | 795 | |||||
Stock-based compensation expense | 2,698 | 3,026 | |||||
Depreciation and non-cash amortization | 672 | 734 | |||||
Non-cash gain on long-term investment | (2,184) | 0 | |||||
Change in operating lease liabilities | (879) | (759) | |||||
Other | 7 | 25 | |||||
Changes in operating assets and liabilities: | |||||||
Prepaid expenses and other current assets | (2,435) | 1,356 | |||||
Income tax receivable | (40) | (345) | |||||
Other non-current assets | (123) | 341 | |||||
Accounts payable | (2,240) | (131) | |||||
Accrued expenses | (3,482) | 842 | |||||
Net cash used in operating activities | (25,323) | (36,477) | |||||
Cash flows from investing activities: | |||||||
Purchases of property and equipment | (130) | (174) | |||||
Net cash used in investing activities | (130) | (174) | |||||
Cash flows from financing activities: | |||||||
Payments on long-term debt | (15,731) | (10,255) | |||||
Capital contribution received from Roivant Sciences, Inc. | 75 | 76 | |||||
Cash proceeds from stock option exercises | 0 | 86 | |||||
Cash proceeds from issuance of common stock, net of issuance costs | 23,528 | 0 | |||||
Net cash provided by (used in) financing activities | 7,872 | (10,093) | |||||
Net change in cash and cash equivalents | (17,581) | (46,744) | |||||
Cash and cash equivalents—beginning of period | $ 80,752 | $ 106,999 | 80,752 | 106,999 | 106,999 | ||
Cash and cash equivalents—end of period | $ 63,171 | $ 60,255 | 63,171 | 60,255 | $ 80,752 | ||
Non-cash operating activities: | |||||||
Operating lease right-of-use assets recognized upon and since the adoption of ASC 842, Leases, on April 1, 2019 | 0 | 2,986 | |||||
Operating lease liabilities recognized upon and since the adoption of ASC 842, Leases, on April 1, 2019 | 0 | 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 | $ 0 | $ 586 |
Condensed Consolidated Statem_6
Condensed Consolidated Statements of Stockholders’ Equity (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | |
Sep. 30, 2020 | Jun. 30, 2020 | |
Statement of Stockholders' Equity [Abstract] | ||
Brokerage fees and offering expenses | $ 0.7 | $ 0.5 |
Description of Business
Description of Business | 6 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Description of Business Sio Gene Therapies Inc. ("Sio"), together with its wholly owned subsidiaries (the "Company"), is a clinical-stage company focused on developing gene therapies for neurodegenerative 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. Sio is a Delaware corporation, which was originally an exempted limited company incorporated under the laws of Bermuda and was 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. ("AGT") in March 2019. On October 2, 2020, AGT filed a Registration Statement on Form S-4 (the "S-4 Registration Statement") with the Securities and Exchange Commission ("SEC") in connection with a domestication under Section 388 of the General Corporation Law of the State of Delaware and a discontinuance under Sections 132G and 132H of the Companies Act 1981 of Bermuda, with AGT’s jurisdiction of incorporation changing from Bermuda to the State of Delaware (the "Domestication"). On October 5, 2020, the Board of Directors of AGT approved the Domestication, and on November 12, 2020, (i) the SEC declared the S-4 Registration Statement effective, (ii) each of the Certificate of Domestication and the Certificate of Incorporation of Sio were filed in the State of Delaware, and (iii) a notice of discontinuance was filed in Bermuda. On November 13, 2020, the Company’s common stock began to trade on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “SIOX”, and the Company continues to be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, and applicable rules of Nasdaq. Sio 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 ("ASEU"). 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, 2020 | |
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, 2020 (the "Annual Report"), filed with the SEC on June 10, 2020. 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, 2020 are not necessarily indicative of the results that may be expected for the year ending March 31, 2021, 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)). On November 12, 2020, Sio completed the Domestication to change its jurisdiction of incorporation from Bermuda to the State of Delaware in the United States and became the parent company of AHL and ATH, as well as the grandparent company of ASI, ASG, ASA, ATI and ASEU (see Notes 1 and 12). The historical financial statements of AGT became the historical financial statements of Sio upon consummation of the Domestication. As a result, these unaudited condensed consolidated financial statements and accompanying notes reflect (i) the historical operating results of AGT and its subsidiaries prior to the Domestication; and (ii) the Company’s equity structure for all periods presented. A 1-for-8 reverse stock split of the Company's outstanding common stock was effected in May 2019 as approved by the Company's Board of Directors and a majority of its shareholders, which reduced the number of shares issued and outstanding from approximately 182.2 million to 22.8 million as of March 31, 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 stock 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. (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 Subtopic 205-40, " Presentation of Financial Statements—Going Concern " ("ASC Subtopic 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, 2020, the Company’s cash and cash equivalents totaled $63.2 million and its accumulated deficit was $777.2 million. For the six months ended September 30, 2020 and the fiscal year ended March 31, 2020, the Company incurred net losses of $18.6 million and $72.6 million, respectively. 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 anticipates that its current cash and cash equivalents balance will be sufficient to sustain operations into the fourth calendar quarter of 2021, 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. 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. Additionally, the Company assessed the impact that the COVID-19 pandemic has had on its operations and financial results as of September 30, 2020 and through the date of issuance of these unaudited condensed consolidated financial statements. The Company’s analysis was informed by the facts and circumstances as they were known to the Company. This assessment considered the impact COVID-19 may have on financial estimates and assumptions that affect the reported amounts of assets and liabilities and expenses. (D) Net Loss per Common Share: Basic net loss per common share is computed by dividing the net loss applicable to common stockholders by the weighted-average number of common shares and 3,301,998 pre-funded warrants (see Note 9(B)) outstanding during the period, without further consideration for potentially dilutive securities. In accordance with ASC Topic 260, Earnings Per Share , the pre-funded warrants are included in the computation of basic net loss per share because the exercise price is negligible and they are fully vested and exercisable at any time after the original issuance date. Diluted net loss per common share is computed by dividing the net loss applicable to common stockholders 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. Restricted Stock Units ("RSUs") and stock options outstanding for approximately 0.9 million and 2.2 million common shares, respectively, were not included in the calculation of diluted weighted-average common shares outstanding for the three and six-months ended September 30, 2020 because they were anti-dilutive given the net loss of the Company. RSUs and stock options outstanding for approximately 0.3 million and 2.7 million common shares, respectively, 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. (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 and accounts payable. 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 $40.5 million at September 30, 2020 approximated fair value, which is based on quoted prices in active markets for identical securities. At September 30, 2020, 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, 2020 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 $ 40,450 $ 40,450 $ — $ — (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 December 2019, the FASB issued ASU No. 2019-12, " Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes " ("ASU No. 2019-12"). ASU No. 2019-12 simplifies the accounting for income taxes, eliminates certain exceptions within Income Taxes (Topic 740), and clarifies certain aspects of the current guidance to promote consistency among reporting entities, and is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. Most amendments within ASU No. 2019-12 are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. The Company early adopted the provisions of ASU No. 2019-12 on April 1, 2020, which did not have a material impact on its consolidated financial statements and related disclosures. In January 2020, the FASB issued ASU No. 2020-01, " Investments — Equity Securities: Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 " ("ASU No. 2020-01"). ASU No. 2020-01 clarifies that an entity should consider observable transactions that require it to either apply or discontinue the equity method of accounting for the purposes of applying the measurement alternative in accordance with ASC 321, " Investments — Equity Securities " immediately before applying or upon discontinuing the equity method of accounting in ASC 323, " Investments—Equity Method and Joint Ventures ." The provisions of ASU No. 2020-01 are effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years with early adoption permitted, including early adoption in an interim period for public business entities for periods for which financial statements have not yet been issued. While the Company does not expect the adoption of ASU No. 2020-01 to materially impact the Company's consolidated financial statements and related disclosures because it does not currently account for any investments pursuant to the equity method of accounting in accordance with ASC 323, " Investments—Equity Method and Joint Ventures ", the impact on the Company's consolidated financial statements and disclosures will depend on the facts and circumstances of any specific future transactions. In August 2020, the FASB issued ASU No. 2020-06, " Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity's Own Equity (Subtopic 815-40) " ("ASU No. 2020-06") . ASU No. 2020-06 simplifies the accounting for convertible debt instruments by removing the beneficial conversion and cash conversion separation models for convertible instruments. Under ASU No. 2020-06, the embedded conversion features are no longer separated from the host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives or that do not result in substantial premiums accounted for as paid-in capital. ASU No. 2020-06 also amends the accounting for certain contracts in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions. In addition, the new guidance modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the computation of diluted earnings or loss per share. The provisions of ASU No. 2020-06 are effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years, with early adoption permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. While the Company does not expect the adoption of ASU No. 2020-06 to materially impact the Company's consolidated financial statements and related disclosures because it does not currently maintain any debt instruments accounted for in accordance with ASC Subtopic 470-20, " Debt — Debt with Conversion and Other Options " or instruments accounted for as derivatives in accordance with ASC Subtopic 815-40, " Derivatives and Hedging — Contracts in Entity's Own Equity ", and the Company also currently includes outstanding pre-funded warrants in the computation of basic net loss per share (see Note 2(D)), the impact on the Company's consolidated financial statements and disclosures will depend on the facts and circumstances of any specific future transactions. 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, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
License and Collaboration Agreements | License and Collaboration Agreements (A) Oxford BioMedica License Agreement In June 2018, the Company, through its wholly owned subsidiary, ASG, and since August 2020, through its wholly owned subsidiary, ASI, entered into an exclusive license agreement ("the Oxford 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. Upon entering into the Oxford Agreement, the Company made an upfront nonrefundable payment of $5.0 million to Oxford for process development work and clinical supply that Oxford is obligated to provide, of which $1.3 million remained capitalized within prepaid expenses and other current assets in the Company's unaudited condensed consolidated balance sheet as of September 30, 2020, which will be recorded to research and development expense as the process development work and clinical supply are provided by Oxford. In April 2019, certain development milestones were achieved resulting in a $13.0 million net payment due to Oxford. Excluding development milestones achieved, the Company incurred $1.7 million and $3.4 million, respectively, 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, 2020 and $2.7 million and $4.1 million, respectively, during the three and six-months ended September 30, 2019. The Company paid Oxford a total of $0.6 million and $1.1 million, respectively, during the three and six-months ended September 30, 2020 and $5.2 million and $6.5 million, respectively, during the three and six-months ended September 30, 2019. (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 a 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. The Company terminated the Benitec Agreement in its entirety, effective September 3, 2019. The Company 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 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. (C) The University of Massachusetts Medical School Exclusive License Agreement In December 2018, the Company, through its wholly owned subsidiary, ASG, and since August 2020, through its wholly owned subsidiary, ASI, 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. In October 2019, a certain development and regulatory milestone was achieved resulting in a $1.0 million payment due to UMMS. During the three and six-months ended September 30, 2020, the Company incurred $0.4 million and $0.8 million, respectively, of program-specific costs excluding development and regulatory milestones achieved related to AXO-AAV-GM1 and AXO-AAV-GM2 within research and development expenses in its unaudited condensed consolidated statements of operations, and $1.7 million and $2.7 million, respectively, during the three and six-months ended September 30, 2019. The Company paid a total of $12 thousand to UMMS during the three and six-months ended September 30, 2020 and $0.8 million and $1.8 million, respectively, during the three and six-months ended September 30, 2019. |
Long-term Investment
Long-term Investment | 6 Months Ended |
Sep. 30, 2020 | |
Investments, All Other Investments [Abstract] | |
Long-term Investment | Long-term Investment On February 13, 2019, the Company, through its wholly owned subsidiary, ASG, and since August 2020, through its wholly owned subsidiary, ASI, 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 the Company 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. The Company 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. In May 2020, the Company fully exercised this right and purchased the approximately 2.2 million additional nonredeemable convertible preferred shares upon the closing of the second financing under the Subscription Agreement, which was recorded at a fair value of $2.2 million and was capitalized as a long-term investment in the Company's unaudited condensed consolidated balance sheet and recorded to other non-operating income in the Company's unaudited condensed consolidated statement of operations. 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. |
Leases
Leases | 6 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Leases | LeasesThe 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, Durham, North Carolina and Princeton, New Jersey, with corresponding lease terms ending in January 2021, November 2022, and October 2020, respectively, whereby the last payment under the lease agreement for the office facility in New York, New York was made 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 2.1 years and 13.1%, respectively, for the Company's contractual rent obligations for operating leases as of September 30, 2020. In August 2020, ASI entered into a lease agreement for an office facility in New York, New York for a five-year and six-month term expected to commence in December 2020. The total amount of undiscounted contractual rent obligations due under this lease agreement is approximately $1.5 million, net of abatement. This lease is classified as an operating lease in accordance with the provisions of Topic 842. During the three months ended September 30, 2020 and 2019, the Company incurred $0.4 million and $0.5 million, respectively, and during the six months ended September 30, 2020 and 2019, the Company incurred $0.9 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, 2020 and 2019, the Company paid $0.9 million and $0.9 million, respectively, 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, 2020 (in thousands): Fiscal Year Ending March 31, Amount 2021 $ 26 2022 46 2023 31 2024 — 2025 — Thereafter — Total undiscounted payments 103 Less: Present value adjustment (14) Present value of future payments $ 89 |
Accrued Expenses
Accrued Expenses | 6 Months Ended |
Sep. 30, 2020 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Accrued Expenses As of September 30, 2020, and March 31, 2020, accrued expenses consisted of the following (in thousands): September 30, 2020 March 31, 2020 Research and development expenses $ 5,469 $ 6,951 Salaries, bonuses and other compensation expenses 1,540 2,521 Legal expenses 214 704 Other expenses 614 1,143 Total accrued expenses $ 7,837 $ 11,319 |
Long Term Debt
Long Term Debt | 6 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Long Term Debt | Long-term DebtIn April 2020, the Company fully prepaid $15.7 million of outstanding principal, together with $0.3 million of accrued interest, fees and other amounts, due under its loan and security agreement (the "Loan Agreement") with Hercules Capital, Inc. ("Hercules"), which was accounted for as an extinguishment of debt with a corresponding loss of approximately $0.5 million included within interest expense during the three months ended June 30, 2020. In connection with the prepayment, the credit facility and Loan Agreement with Hercules were terminated, and all obligations, liens and security interests under the Loan Agreement were released, discharged and satisfied. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions (A) Services Agreements: In October 2014, and as amended in October 2015, February 2017 and June 2019, AGT, ASI and ASG entered into a services agreement (the "RSI 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, ASI and ASG. Under the RSI Services Agreement, expenses of $22 thousand and $75 thousand, respectively, were incurred during the three and six-months ended September 30, 2020 and expenses of $48 thousand and $76 thousand, respectively, were incurred during the three and six-months ended September 30, 2019, inclusive of a predetermined mark-up. (B) RSL Financing Participation: In February 2020, the Company issued and sold 16,631,336 shares of common stock and pre-funded warrants to purchase up to 3,301,998 shares of common stock in a follow-on public offering, including 2,600,000 shares of common stock sold pursuant to the exercise of the underwriters' option to purchase additional shares, at an offering price of $3.75 per share and $3.74999 per pre-funded warrant, including 5,333,333 shares issued and sold to RSL. The net proceeds to the Company were approximately $70.8 million, after deducting underwriting discounts and commissions and offering expenses incurred (see Note 9(B)). |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Sep. 30, 2020 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Stockholders' Equity (A) Overview: AGT'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, 2020. Sio's Certificate of Incorporation filed with the State of Delaware on November 12, 2020 authorizes the issuance of up to a total of 1,010,000,000 shares, of which 1,000,000,000 shares are common stock with a par value of $0.00001 per share and 10,000,000 shares are preferred stock with a par value of $0.00001 per share (see Notes 1 and 12). A 1-for-8 reverse stock 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 shares issued and outstanding from approximately 182.2 million to 22.8 million as of March 31, 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 stock 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, 2020 and September 30, 2019, expenses of $75 thousand and $76 thousand, respectively, were incurred by RSI on behalf of the Company and were recorded as capital contributions (see Note 8(A)). In February 2020, the Company issued and sold 16,631,336 shares of common stock and pre-funded warrants to purchase up to 3,301,998 shares of common stock in a follow-on public offering, including 2,600,000 shares of common stock sold pursuant to the exercise of the underwriters' option to purchase additional shares, at an offering price of $3.75 per share and $3.74999 per pre-funded warrant, including 5,333,333 shares issued and sold to RSL. The net proceeds to the Company were approximately $70.8 million, after deducting underwriting discounts and commissions and offering expenses incurred (see Note 8(B)).The pre-funded warrants do not expire and are immediately exercisable except that the pre-funded warrants cannot be exercised by the holder if, after giving effect thereto, the holder would beneficially own more than 9.99% of the Company’s common stock, subject to certain exceptions. The pre-funded warrants are classified as equity in accordance with ASC 480, "Distinguishing Liabilities from Equity" , and the fair value of the pre-funded warrants was recorded as a credit to additional paid-in capital and is not subject to remeasurement. As of September 30, 2020, none of the pre-funded warrants had been exercised. During the six months ended September 30, 2020, the Company engaged SVB Leerink LLC as its agent to sell shares of the Company's common stock from time to time through an at-the-market equity offering program. SVB Leerink LLC receives compensation for its services in an amount equal to 3% of the gross proceeds of any of the Company's common stock sold. As of September 30, 2020, the Company sold approximately 7.6 million shares of its common stock for total proceeds of approximately $24.0 million, net of brokerage fees, under this program, and subsequent to September 30, 2020, the Company has sold approximately 1.2 million shares of its common stock for total proceeds of approximately $5.1 million, net of brokerage fees (see Note 12). |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-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 stock 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. The reverse stock split reduced the number of shares authorized for issuance, the number of shares available for issuance, and the number of options outstanding under the 2015 Plan from approximately 24.8 million to 3.1 million, from approximately 8.4 million to 1.0 million, and from approximately 15.4 million to 1.9 million, respectively, as of March 31, 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 stock 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 2020, the number of shares of common stock authorized for issuance under the 2015 Plan increased automatically to approximately 5.6 million shares in accordance with the terms of the 2015 Plan. Under the 2015 Plan at September 30, 2020, a total of 2.1 million shares of common stock were available for future grant, RSUs for approximately 0.9 million shares were outstanding, and options to purchase approximately 2.2 million shares were outstanding with a weighted-average exercise price of $12.30 per share. Stock options granted under the 2015 Plan provide option holders, if approved by the Board of Directors, the right to exercise their options prior to vesting. In the event that an option holder exercises the unvested portion of any option, such unvested portion will be subject to a repurchase option held by the Company at the lower of (1) the fair market value of its common stock on the date of repurchase and (2) the exercise price of the options. Any common stock underlying such unvested portion will continue to vest in accordance with the original vesting schedule of the option. (A) Equity Awards: During the six months ended September 30, 2020 and 2019, the Company granted options to purchase a total of 0.4 million shares and 1.5 million shares, respectively, of its common stock, with weighted-average exercise prices of $3.45 and $8.15, respectively, and estimated grant date fair values of $1.1 million and $7.6 million, respectively, under the 2015 Plan. Stock-based compensation expense is included in research and development and general and administrative expenses in the accompanying unaudited condensed consolidated statements of operations. Time-based stock options granted to the Company's employees vest over a period of four years with 25% of the shares of common stock underlying the option vesting on the first anniversary of the vesting commencement date and the remainder vesting in 12 quarterly installments thereafter, subject to continuing service. Initial stock options granted to the Company's non-employee directors vest in equal installments on the first, second and third anniversaries of the vesting commencement date, and stock options subsequently granted annually to the Company's non-employee directors vest fully on the first anniversary of the vesting commencement date, each subject to continuous service. The stock options granted to employees during the six months ended September 30, 2019 include options with market-based performance conditions to purchase 0.4 million shares of common stock, with a weighted-average exercise price of $8.07 per share and corresponding estimated grant date fair value of $1.2 million which was estimated using Monte Carlo Simulation methods under the income approach. There were no options with market-based performance conditions granted during the six months ended September 30, 2020. As of September 30, 2020, options with market-based performance conditions to purchase 0.4 million shares of common stock with a weighted-average exercise price of $9.01 per share were outstanding. The market-based performance options vest based on the trading price for the Company’s common stock exceeding certain closing price thresholds. As of September 30, 2020, stock options with market-based performance conditions to purchase approximately 19 thousand shares of common stock with a weighted-average exercise price of $11.68 per share were outstanding and vested. During the six months ended September 30, 2020 and September 30, 2019, the Company granted RSUs for a total of 1.0 million and 0.3 million shares of common stock, respectively, with an aggregate grant date fair value of $3.4 million and $2.6 million, respectively, to its employees under the 2015 Plan. RSUs granted during the six months ended September 30, 2020 are scheduled to vest in three equal annual installments commencing on the first anniversary of the vesting commencement date, subject to continuing service. One half of the RSUs granted during the six months ended September 30, 2019 vested on January 31, 2020, and the remainder vested on July 31, 2020, subject to continuous service. The Company recorded total stock-based compensation expense of $1.1 million and $2.7 million, respectively, for the three and six-months ended September 30, 2020 and $1.1 million and $3.1 million, respectively, for the three and six-months ended September 30, 2019, related to options and RSUs granted to its employees, directors and consultants. The stock-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, 2020, total unrecognized compensation expense related to non-vested outstanding equity awards related to options and RSUs granted to its employees, directors and consultants was $7.3 million, which is expected to be recognized over the remaining weighted-average service period of 2.44 years. (B) Stock-Based Compensation for Related Parties: (1) RSL Common Share Awards and Options: Certain employees of the Company have been granted RSL common share awards and options. The Company recorded stock-based compensation expense (benefit) of $9 thousand and $34 thousand, respectively, for the three and six-months ended September 30, 2020 and $(0.2) million and $(0.1) million, respectively, for the three and six-months ended September 30, 2019, related to these awards. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies As of September 30, 2020, the Company had entered into commitments under the Oxford Agreement (see Note 3(A)), the UMMS Agreement (see Note 3(C)), the services agreements with RSI and RSG (see Note 8(A)), and agreements to rent office space (see Note 5). In addition, the Company has entered into services agreements with third parties for pharmaceutical manufacturing and research activities in the normal course of business, which can generally be terminated by the Company with 30 days written notice, unless otherwise indicated. In June 2019, the Company entered into a manufacturing services agreement with a third-party for the manufacture of cGMP grade viral vector. The parties agreed that the Company’s obligation under the agreement was €0.9 million, which was fully paid by November 2020, upon which the agreement terminated. The Company has the right to terminate the Oxford Agreement at any time upon two months' advance written notice prior to the first commercial sale of a product, or for a specified period of advance written notice after the first commercial sale of a product. Either party may terminate the Oxford Agreement for the other party's uncured material breach or with respect to a failure to make a required payment. 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. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On October 2, 2020, AGT filed the S-4 Registration Statement with the SEC in connection with a domestication under Section 388 of the General Corporation Law of the State of Delaware and a discontinuance under Sections 132G and 132H of the Companies Act 1981 of Bermuda, with AGT’s jurisdiction of incorporation changing from Bermuda to the State of Delaware. On October 5, 2020, the Board of Directors of AGT approved the Domestication, and on November 12, 2020, (i) the SEC declared the S-4 Registration Statement effective, (ii) each of the Certificate of Domestication and the Certificate of Incorporation of Sio were filed in the State of Delaware, and (iii) a notice of discontinuance was filed in Bermuda. On November 13, 2020, the Company’s common stock began to trade on Nasdaq under the symbol “SIOX”, and the Company continues to be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, and applicable rules of Nasdaq. Subsequent to September 30, 2020, the Company has sold approximately 1.2 million shares of its common stock for total proceeds of approximately $5.1 million, net of brokerage fees, through SVB Leerink LLC. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Sep. 30, 2020 | |
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, 2020 (the "Annual Report"), filed with the SEC on June 10, 2020. 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, 2020 are not necessarily indicative of the results that may be expected for the year ending March 31, 2021, 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)). On November 12, 2020, Sio completed the Domestication to change its jurisdiction of incorporation from Bermuda to the State of Delaware in the United States and became the parent company of AHL and ATH, as well as the grandparent company of ASI, ASG, ASA, ATI and ASEU (see Notes 1 and 12). The historical financial statements of AGT became the historical financial statements of Sio upon consummation of the Domestication. As a result, these unaudited condensed consolidated financial statements and accompanying notes reflect (i) the historical operating results of AGT and its subsidiaries prior to the Domestication; and (ii) the Company’s equity structure for all periods presented. A 1-for-8 reverse stock split of the Company's outstanding common stock was effected in May 2019 as approved by the Company's Board of Directors and a majority of its shareholders, which reduced the number of shares issued and outstanding from approximately 182.2 million to 22.8 million as of March 31, 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 stock 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. |
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 Subtopic 205-40, " Presentation of Financial Statements—Going Concern " ("ASC Subtopic 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, 2020, the Company’s cash and cash equivalents totaled $63.2 million and its accumulated deficit was $777.2 million. For the six months ended September 30, 2020 and the fiscal year ended March 31, 2020, the Company incurred net losses of $18.6 million and $72.6 million, respectively. 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 anticipates that its current cash and cash equivalents balance will be sufficient to sustain operations into the fourth calendar quarter of 2021, 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. 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. Additionally, the Company assessed the impact that the COVID-19 pandemic has had on its operations and financial results as of September 30, 2020 and through the date of issuance of these unaudited condensed consolidated financial statements. The Company’s analysis was informed by the facts and circumstances as they were known to the Company. This assessment considered the impact COVID-19 may have on financial estimates and assumptions that affect the reported amounts of assets and liabilities and expenses. |
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 stockholders by the weighted-average number of common shares and 3,301,998 pre-funded warrants (see Note 9(B)) outstanding during the period, without further consideration for potentially dilutive securities. In accordance with ASC Topic 260, Earnings Per Share |
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. |
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 December 2019, the FASB issued ASU No. 2019-12, " Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes " ("ASU No. 2019-12"). ASU No. 2019-12 simplifies the accounting for income taxes, eliminates certain exceptions within Income Taxes (Topic 740), and clarifies certain aspects of the current guidance to promote consistency among reporting entities, and is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. Most amendments within ASU No. 2019-12 are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. The Company early adopted the provisions of ASU No. 2019-12 on April 1, 2020, which did not have a material impact on its consolidated financial statements and related disclosures. In January 2020, the FASB issued ASU No. 2020-01, " Investments — Equity Securities: Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 " ("ASU No. 2020-01"). ASU No. 2020-01 clarifies that an entity should consider observable transactions that require it to either apply or discontinue the equity method of accounting for the purposes of applying the measurement alternative in accordance with ASC 321, " Investments — Equity Securities " immediately before applying or upon discontinuing the equity method of accounting in ASC 323, " Investments—Equity Method and Joint Ventures ." The provisions of ASU No. 2020-01 are effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years with early adoption permitted, including early adoption in an interim period for public business entities for periods for which financial statements have not yet been issued. While the Company does not expect the adoption of ASU No. 2020-01 to materially impact the Company's consolidated financial statements and related disclosures because it does not currently account for any investments pursuant to the equity method of accounting in accordance with ASC 323, " Investments—Equity Method and Joint Ventures ", the impact on the Company's consolidated financial statements and disclosures will depend on the facts and circumstances of any specific future transactions. In August 2020, the FASB issued ASU No. 2020-06, " Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity's Own Equity (Subtopic 815-40) " ("ASU No. 2020-06") . ASU No. 2020-06 simplifies the accounting for convertible debt instruments by removing the beneficial conversion and cash conversion separation models for convertible instruments. Under ASU No. 2020-06, the embedded conversion features are no longer separated from the host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives or that do not result in substantial premiums accounted for as paid-in capital. ASU No. 2020-06 also amends the accounting for certain contracts in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions. In addition, the new guidance modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the computation of diluted earnings or loss per share. The provisions of ASU No. 2020-06 are effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years, with early adoption permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. While the Company does not expect the adoption of ASU No. 2020-06 to materially impact the Company's consolidated financial statements and related disclosures because it does not currently maintain any debt instruments accounted for in accordance with ASC Subtopic 470-20, " Debt — Debt with Conversion and Other Options " or instruments accounted for as derivatives in accordance with ASC Subtopic 815-40, " Derivatives and Hedging — Contracts in Entity's Own Equity ", and the Company also currently includes outstanding pre-funded warrants in the computation of basic net loss per share (see Note 2(D)), the impact on the Company's consolidated financial statements and disclosures will depend on the facts and circumstances of any specific future transactions. 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. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Fair Value of Cash Equivalents | 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, 2020 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 $ 40,450 $ 40,450 $ — $ — |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Sep. 30, 2020 | |
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, 2020 (in thousands): Fiscal Year Ending March 31, Amount 2021 $ 26 2022 46 2023 31 2024 — 2025 — Thereafter — Total undiscounted payments 103 Less: Present value adjustment (14) Present value of future payments $ 89 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 6 Months Ended |
Sep. 30, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | As of September 30, 2020, and March 31, 2020, accrued expenses consisted of the following (in thousands): September 30, 2020 March 31, 2020 Research and development expenses $ 5,469 $ 6,951 Salaries, bonuses and other compensation expenses 1,540 2,521 Legal expenses 214 704 Other expenses 614 1,143 Total accrued expenses $ 7,837 $ 11,319 |
Description of Business (Detail
Description of Business (Details) | 6 Months Ended |
Sep. 30, 2020segmentsubsidiary | |
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_4
Summary of Significant Accounting Policies - Narrative (Details) $ in Thousands | May 08, 2019shares | Sep. 30, 2020USD ($)shares | Jun. 30, 2020USD ($) | Sep. 30, 2019USD ($)shares | Jun. 30, 2019USD ($) | Sep. 30, 2020USD ($)shares | Sep. 30, 2019USD ($)shares | Mar. 31, 2020USD ($)shares | Feb. 29, 2020shares | Apr. 01, 2019USD ($) | Mar. 31, 2019shares |
Net Loss per Common Share | |||||||||||
Common shares issued (in shares) | shares | 47,249,729 | 47,249,729 | 47,249,729 | 22,800,000 | |||||||
Common shares outstanding (in shares) | shares | 39,526,299 | 39,526,299 | 39,526,299 | 22,800,000 | |||||||
Reverse share split ratio | 0.125 | ||||||||||
Cash and cash equivalents | $ 63,171 | $ 63,171 | $ 80,752 | ||||||||
Accumulated deficit | (777,222) | (777,222) | (758,644) | ||||||||
Net loss | (9,984) | $ (8,594) | $ (13,884) | $ (28,057) | (18,578) | $ (41,941) | (72,600) | ||||
Number of options outstanding (in shares) | shares | 1,900,000 | ||||||||||
Operating lease right-of-use assets | 663 | 663 | $ 1,532 | ||||||||
Lease liability | $ 89 | $ 89 | |||||||||
Shares outstanding before split (in shares) | shares | 182,200,000 | ||||||||||
Public Offering | |||||||||||
Net Loss per Common Share | |||||||||||
Number of securities called by warrants (in shares) | shares | 3,301,998 | ||||||||||
Restricted Stock Units (RSUs) | |||||||||||
Net Loss per Common Share | |||||||||||
RSUs outstanding (in shares) | shares | 900,000 | 300,000 | 900,000 | 300,000 | |||||||
Stock Options | 2015 Equity Incentive Plan | |||||||||||
Net Loss per Common Share | |||||||||||
Number of options outstanding (in shares) | shares | 2,200,000 | 2,700,000 | 2,200,000 | 2,700,000 | |||||||
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 | ||||||||||
Money Market Funds | |||||||||||
Net Loss per Common Share | |||||||||||
Money market funds | $ 40,450 | $ 40,450 | |||||||||
Money Market Funds | Fair Value, Inputs, Level 1 | |||||||||||
Net Loss per Common Share | |||||||||||
Money market funds | $ 40,450 | $ 40,450 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Money Market Fund (Details) - Money market fund $ in Thousands | Sep. 30, 2020USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Cash and cash equivalents, fair value disclosure | $ 40,450 |
Price Quotations (Level 1) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Cash and cash equivalents, fair value disclosure | 40,450 |
Significant Other Observable Inputs (Level 2) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Cash and cash equivalents, fair value disclosure | 0 |
Significant Unobservable Inputs (Level 3) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Cash and cash equivalents, fair value disclosure | $ 0 |
License and Collaboration Agr_2
License and Collaboration Agreements License and Collaboration Agreements (Details) - USD ($) | Jun. 05, 2018 | Apr. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Mar. 31, 2020 | Oct. 31, 2019 |
License Agreement [Line Items] | ||||||||
Capitalized costs, current | $ 5,469,000 | $ 5,469,000 | $ 6,951,000 | |||||
Oxford BioMedica (UK) Ltd. | ||||||||
License Agreement [Line Items] | ||||||||
Payments for license agreement | 600,000 | $ 5,200,000 | 1,100,000 | $ 6,500,000 | ||||
Payments for license and collaboration agreement, development and regulatory milestones, achieved during period | $ 13,000,000 | |||||||
License agreement costs | 1,700,000 | 2,700,000 | 3,400,000 | 4,100,000 | ||||
Benitec Biopharma Limited | ||||||||
License Agreement [Line Items] | ||||||||
Payments for license agreement | 1,700,000 | 2,400,000 | ||||||
License agreement costs | 400,000 | 2,100,000 | ||||||
The University of Massachusetts Medical School | ||||||||
License Agreement [Line Items] | ||||||||
Payments for license agreement | 12,000 | 800,000 | 12,000 | 1,800,000 | ||||
License agreement costs | 400,000 | $ 1,700,000 | 800,000 | $ 2,700,000 | ||||
Additional payment due to UMMS | $ 1,000,000 | |||||||
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 | $ 1,300,000 | $ 1,300,000 |
Long-term Investment (Details)
Long-term Investment (Details) $ in Thousands, shares in Millions | Feb. 25, 2019USD ($)shares | May 31, 2020shares | Sep. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Feb. 13, 2019€ / sharesshares |
Investments, All Other Investments [Abstract] | |||||
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 | $ 8,055 | $ 5,871 | ||
Additional maximum shares to be purchased under subscription agreement (in shares) | 2.2 | 2.2 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Aug. 31, 2020 | Mar. 31, 2020 | Apr. 01, 2019 | |
Lessor, Lease, Description [Line Items] | |||||||
Operating lease right-of-use assets | $ 663 | $ 663 | $ 1,532 | ||||
Lease liability | $ 89 | $ 89 | |||||
Incremental borrowing rate | 12.90% | ||||||
Aggregate weighted average remaining lease payment term | 2 years 1 month 6 days | 2 years 1 month 6 days | |||||
Aggregate weighted average discount rate | 13.10% | 13.10% | |||||
Undiscounted payments | $ 103 | $ 103 | |||||
Rent expense | $ 400 | $ 500 | 900 | $ 900 | |||
Operating lease payments | $ 900 | $ 900 | |||||
Office Lease Facility In New York, New York | |||||||
Lessor, Lease, Description [Line Items] | |||||||
Undiscounted payments | $ 1,500 | ||||||
Term of lease contract | 5 years 6 months | ||||||
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
Leases - Remaining Contractual Rent Obligations (Details) $ in Thousands | Sep. 30, 2020USD ($) |
Leases [Abstract] | |
2021 | $ 26 |
2022 | 46 |
2023 | 31 |
2024 | 0 |
2025 | 0 |
Thereafter | 0 |
Total undiscounted payments | 103 |
Less: Present value adjustment | (14) |
Present value of future payments | $ 89 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Mar. 31, 2020 |
Payables and Accruals [Abstract] | ||
Research and development expenses | $ 5,469 | $ 6,951 |
Salaries, bonuses and other compensation expenses | 1,540 | 2,521 |
Legal expenses | 214 | 704 |
Other expenses | 614 | 1,143 |
Total accrued expenses | $ 7,837 | $ 11,319 |
Long Term Debt (Details)
Long Term Debt (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended |
Apr. 30, 2020 | Jun. 30, 2020 | |
Debt Instrument [Line Items] | ||
Extinguishment of debt amount | $ 0.5 | |
Loan and Security Agreement with Hercules Capital, Inc. | Secured Debt | ||
Debt Instrument [Line Items] | ||
Prepayment of outstanding principal due | $ 15.7 | |
Accrued interest, fees and other amounts | $ 0.3 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Feb. 29, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Public Offering | |||||
Related Party Transaction [Line Items] | |||||
Shares sold in common stock issuance (in shares) | 16,631,336 | ||||
Number of securities called by warrants (in shares) | 3,301,998 | ||||
Price of shares sold in common stock issuance (in USD per share) | $ 3.75 | ||||
Warrants issued (in dollars per share) | $ 3.74999 | ||||
Net proceeds from common stock issued | $ 70,800 | ||||
Public Offering | RSL | |||||
Related Party Transaction [Line Items] | |||||
Shares sold in common stock issuance (in shares) | 5,333,333 | ||||
Underwriter's Option | |||||
Related Party Transaction [Line Items] | |||||
Shares sold in common stock issuance (in shares) | 2,600,000 | ||||
RSI | |||||
Related Party Transaction [Line Items] | |||||
Expense under service agreement | $ 22 | $ 48 | $ 75 | $ 76 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) $ / shares in Units, $ in Thousands | May 08, 2019shares | Nov. 13, 2020USD ($)shares | Feb. 29, 2020USD ($)$ / sharesshares | Sep. 30, 2020USD ($)$ / sharesshares | Sep. 30, 2020USD ($)$ / sharesshares | Sep. 30, 2019USD ($) | Nov. 12, 2020$ / sharesshares | Apr. 30, 2020 | Mar. 31, 2020$ / sharesshares | Mar. 31, 2019shares | Feb. 13, 2019€ / shares |
Stockholders' Equity | |||||||||||
Common shares authorized (in shares) | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | ||||||||
Common shares par value (in dollars per share) | $ / shares | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||||||
Common shares issued (in shares) | 47,249,729 | 47,249,729 | 47,249,729 | 22,800,000 | |||||||
Preferred Stock shares par value (in dollars per share) | € / shares | € 0.00001 | ||||||||||
Reverse share split ratio | 0.125 | ||||||||||
Shares outstanding before split (in shares) | 182,200,000 | ||||||||||
Common shares outstanding (in shares) | 39,526,299 | 39,526,299 | 39,526,299 | 22,800,000 | |||||||
Capital contribution | $ | $ 75 | $ 76 | |||||||||
Subsequent Event | |||||||||||
Stockholders' Equity | |||||||||||
Common shares authorized (in shares) | 1,010,000,000 | ||||||||||
Common shares par value (in dollars per share) | $ / shares | $ 0.00001 | ||||||||||
Common shares issued (in shares) | 1,000,000,000 | ||||||||||
Preferred stock shares authorized (in shares) | 10,000,000 | ||||||||||
Preferred Stock shares par value (in dollars per share) | $ / shares | $ 0.00001 | ||||||||||
Stock Offering | |||||||||||
Stockholders' Equity | |||||||||||
Shares sold in common stock issuance (in shares) | 16,631,336 | ||||||||||
Number of securities called by warrants (in shares) | 3,301,998 | ||||||||||
Price of shares sold in common stock issuance (in USD per share) | $ / shares | $ 3.75 | ||||||||||
Warrants issued (in dollars per share) | $ / shares | $ 3.74999 | ||||||||||
Net proceeds from common stock issued | $ | $ 70,800 | ||||||||||
Percent ownership threshold to no longer exercise | 9.99% | ||||||||||
Underwriter's Option | |||||||||||
Stockholders' Equity | |||||||||||
Shares sold in common stock issuance (in shares) | 2,600,000 | ||||||||||
RSL | Stock Offering | |||||||||||
Stockholders' Equity | |||||||||||
Shares sold in common stock issuance (in shares) | 5,333,333 | ||||||||||
SVB Leerink LLC | Private Placement | |||||||||||
Stockholders' Equity | |||||||||||
Shares sold in common stock issuance (in shares) | 7,600,000 | ||||||||||
Net proceeds from common stock issued | $ | $ 24,000 | ||||||||||
Percentage of gross proceeds from common stock issuance paid for services | 3.00% | ||||||||||
SVB Leerink LLC | Private Placement | Subsequent Event | |||||||||||
Stockholders' Equity | |||||||||||
Shares sold in common stock issuance (in shares) | 1,200,000 | ||||||||||
Net proceeds from common stock issued | $ | $ 5,100 | ||||||||||
RSI | |||||||||||
Stockholders' Equity | |||||||||||
Capital contribution | $ | $ 75 | $ 76 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) $ / shares in Units, shares in Thousands, $ in Thousands | May 08, 2019 | Sep. 30, 2020USD ($)$ / sharesshares | Sep. 30, 2019USD ($)shares | Sep. 30, 2020USD ($)installment$ / sharesshares | Sep. 30, 2019USD ($)$ / sharesshares | Apr. 30, 2020shares | Mar. 31, 2019shares |
Stock-Based Compensation | |||||||
Number of shares available for future issuance (in shares) | 8,400 | ||||||
Number of options outstanding, before stock split (in shares) | 15,400 | ||||||
Number of options outstanding (in shares) | 1,900 | ||||||
Reverse share split ratio | 0.125 | ||||||
Employees | RSL | |||||||
Stock-Based Compensation | |||||||
Share-based compensation expense | $ | $ 9 | $ (200) | $ 34 | $ (100) | |||
Restricted Stock Units (RSUs) | |||||||
Stock-Based Compensation | |||||||
RSUs outstanding (in shares) | 900 | 300 | 900 | 300 | |||
RSUs granted (in shares) | 1,000 | 300 | |||||
Aggregate grant date fair value of RSUs | $ | $ 3,400 | $ 2,600 | |||||
Number of equal annual vesting installment | installment | 3 | ||||||
Restricted Stock Units (RSUs) | Tranche One | |||||||
Stock-Based Compensation | |||||||
RSUs vesting (as a percent) | 50.00% | ||||||
Restricted Stock Units (RSUs) | Tranche Two | |||||||
Stock-Based Compensation | |||||||
RSUs vesting (as a percent) | 50.00% | ||||||
Stock Options | |||||||
Stock-Based Compensation | |||||||
Number of options granted (in shares) | 400 | ||||||
Exercise price of options granted (in USD per share) | $ / shares | $ 8.07 | ||||||
Estimated grant date fair value of options granted | $ | $ 1,200 | ||||||
Total unrecognized compensation expense, stock options | $ | $ 7,300 | $ 7,300 | |||||
Remaining weighted-average service period | 2 years 5 months 8 days | ||||||
Stock Options | Grants to Directors and Employees | |||||||
Stock-Based Compensation | |||||||
Share-based compensation expense | $ | $ 1,100 | $ 1,100 | $ 2,700 | $ 3,100 | |||
Time-Based Stock Options | |||||||
Stock-Based Compensation | |||||||
Vesting period | 4 years | ||||||
RSUs vesting (as a percent) | 25.00% | ||||||
Number of installments | installment | 12 | ||||||
Market-Based Performance Stock Options | |||||||
Stock-Based Compensation | |||||||
Number of options outstanding (in shares) | 400 | 400 | |||||
Weighted average exercise price of options outstanding (in dollars per share) | $ / shares | $ 9.01 | $ 9.01 | |||||
Number of options granted (in shares) | 0 | ||||||
Number of options vested (in shares) | 19 | ||||||
Exercise price of options vested (in USD per share) | $ / shares | $ 11.68 | ||||||
2015 Equity Incentive Plan | |||||||
Stock-Based Compensation | |||||||
Shares authorized for issuance before split (in shares) | 24,800 | ||||||
Number of shares reserved for grant (in shares) | 5,600 | 3,100 | |||||
Number of shares available for future grant (in shares) | 2,100 | 2,100 | 1,000 | ||||
2015 Equity Incentive Plan | Stock Options | |||||||
Stock-Based Compensation | |||||||
Number of options outstanding (in shares) | 2,200 | 2,700 | 2,200 | 2,700 | |||
Weighted average exercise price of options outstanding (in dollars per share) | $ / shares | $ 12.30 | $ 12.30 | |||||
Number of options granted (in shares) | 400 | 1,500 | |||||
Exercise price of options granted (in USD per share) | $ / shares | $ 3.45 | $ 8.15 | |||||
Estimated grant date fair value of options granted | $ | $ 1,100 | $ 7,600 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - EUR (€) € in Millions | 6 Months Ended | |
Sep. 30, 2020 | Jun. 30, 2019 | |
Third Parties for Pharmaceutical Manufacturing and Research Activities | ||
Long-term Purchase Commitment [Line Items] | ||
Termination notice term | 30 days | |
Oxford BioMedica (UK) Ltd. | ||
Long-term Purchase Commitment [Line Items] | ||
Termination notice term, prior to first commercial sale of product | 2 months | |
The University of Massachusetts Medical School | ||
Long-term Purchase Commitment [Line Items] | ||
Termination notice term | 90 days | |
Termination notice term, for uncured material breach from other party | 60 days | |
cGMP Grade Viral Vector Production | ||
Long-term Purchase Commitment [Line Items] | ||
Contractual obligation | € 0.9 |
Subsequent Events (Details)
Subsequent Events (Details) - SVB Leerink LLC - Private Placement - USD ($) shares in Millions, $ in Millions | 1 Months Ended | 3 Months Ended |
Nov. 13, 2020 | Sep. 30, 2020 | |
Subsequent Event [Line Items] | ||
Shares sold in common stock issuance (in shares) | 7.6 | |
Net proceeds from common stock issued | $ 24 | |
Subsequent Event | ||
Subsequent Event [Line Items] | ||
Shares sold in common stock issuance (in shares) | 1.2 | |
Net proceeds from common stock issued | $ 5.1 |