Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 17, 2017 | Jun. 30, 2016 | |
Document and Entity Information | |||
Entity Registrant Name | BeiGene, Ltd. | ||
Entity Central Index Key | 1,651,308 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Public Float | $ 374.1 | ||
Entity Common Stock, Shares Outstanding | 518,602,349 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 87,514 | $ 17,869 |
Short-term investments | 280,660 | 82,617 |
Prepaid expenses and other current assets | 6,225 | 5,783 |
Total current assets | 374,399 | 106,269 |
Property and equipment, net | 25,977 | 6,612 |
Deferred tax assets | 768 | |
Other non-current assets | 4,669 | 3,883 |
Total non-current assets | 31,414 | 10,495 |
Total assets | 405,813 | 116,764 |
Current liabilities: | ||
Accounts payable | 11,957 | 8,980 |
Advances from customers | 1,070 | |
Accrued expenses and other payables | 22,297 | 8,351 |
Senior Promissory Note | 14,598 | |
Warrants and Option liabilities | 2,173 | |
Tax payable | 804 | |
Total current liabilities | 35,058 | 35,172 |
Non-current liabilities: | ||
Long-term bank loan | 17,284 | 6,188 |
Deferred rental | 980 | |
Other long-term liabilities | 564 | 105 |
Total non-current liabilities | 17,848 | 7,273 |
Total liabilities | 52,906 | 42,445 |
Commitments and contingencies | ||
Convertible Preferred Shares / Total mezzanine equity - Series A (par value US$0.0001 per share; 120,000,000 shares authorized; 116,785,517 shares issued and outstanding as of December 31, 2015 and Series A-2 (par value US$0.0001 per share; 100,000,000 shares authorized; 83,205,124 shares issued and outstanding as of December 31, 2015) | 176,084 | |
Shareholders' equity (deficit): | ||
Ordinary shares (par value of US$0.0001 per share; 9,500,000,000 shares authorized; 515,833,609 shares issued and outstanding as of December 31, 2016 (December 31, 2015: 116,174,094 shares)) | 52 | 12 |
Additional paid-in capital | 591,213 | 18,227 |
Accumulated other comprehensive loss | (946) | (1,809) |
Accumulated deficit | (237,412) | (118,195) |
Total shareholders' equity (deficit) | 352,907 | (101,765) |
Total liabilities, mezzanine equity and shareholders' equity (deficit) | $ 405,813 | $ 116,764 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
Ordinary shares | ||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 9,500,000,000 | 9,500,000,000 |
Ordinary shares, shares issued | 515,833,609 | 116,174,094 |
Ordinary shares, shares outstanding | 515,833,609 | 116,174,094 |
Series A Preferred Shares | ||
Convertible Preferred Shares | ||
Convertible preferred shares, par value (in dollars per share) | $ 0.0001 | |
Convertible preferred shares, shares authorized | 120,000,000 | |
Convertible preferred shares, shares issued | 116,785,517 | |
Convertible preferred shares, shares outstanding | 116,785,517 | |
Series A-2 Preferred Shares | ||
Convertible Preferred Shares | ||
Convertible preferred shares, par value (in dollars per share) | $ 0.0001 | |
Convertible preferred shares, shares authorized | 100,000,000 | |
Convertible preferred shares, shares issued | 83,205,124 | |
Convertible preferred shares, shares outstanding | 83,205,124 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Revenue | |||
Collaboration revenue | $ 1,070 | $ 8,816 | $ 13,035 |
Total revenue | 1,070 | 8,816 | 13,035 |
Operating expenses: | |||
Research and development | (98,033) | (58,250) | (21,862) |
General and administrative | (20,097) | (7,311) | (6,930) |
Total operating expenses | (118,130) | (65,561) | (28,792) |
Loss from operations | (117,060) | (56,745) | (15,757) |
Interest income (expense), net (including interest expense incurred due to a related party amounting to nil, nil and $831 for the years ended December 31, 2016, 2015 and 2014, respectively) | 383 | 559 | (3,512) |
Changes in fair value of financial instruments | (1,514) | (1,826) | (2,760) |
Loss on sale of available-for-sale securities | (1,415) | (314) | |
Gain on debt extinguishment | 2,883 | ||
Other income, net | 443 | 1,224 | 600 |
Loss before income tax expense | (119,163) | (57,102) | (18,546) |
Income tax expense | (54) | 0 | 0 |
Net loss | (119,217) | (57,102) | (18,546) |
Less: net loss attributable to non-controlling interests | (268) | ||
Net loss attributable to ordinary shareholders | $ (119,217) | $ (57,102) | $ (18,278) |
Loss per share | |||
Basic and diluted (in dollars per share) | $ (0.30) | $ (0.52) | $ (0.18) |
Weighted-average number of ordinary shares used in net loss per share calculation | |||
Basic and diluted (in shares) | 403,619,446 | 110,597,263 | 99,857,623 |
CONSOLIDATED STATEMENTS OF OPE5
CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
CONSOLIDATED STATEMENTS OF OPERATIONS | |||
Interest expense incurred due to a related party | $ 0 | $ 0 | $ 831 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | |||
Net Loss | $ (119,217) | $ (57,102) | $ (18,546) |
Other comprehensive loss, net of tax of nil: | |||
Foreign currency translation adjustments | (245) | (749) | (168) |
Unrealized holding gain (loss) | 1,108 | (1,160) | (47) |
Comprehensive loss | (118,354) | (59,011) | (18,761) |
Less: comprehensive loss attributable to non-controlling interests | (274) | ||
Comprehensive loss attributable to ordinary shareholders | $ (118,354) | $ (59,011) | $ (18,487) |
CONSOLIDATED STATEMENTS OF COM7
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Other comprehensive (loss) income, tax | |||
Foreign currency translation adjustments, tax | $ 0 | $ 0 | $ 0 |
Unrealized holding loss, tax | 0 | 0 | 0 |
Comprehensive loss, tax | $ 0 | $ 0 | $ 0 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Operating activities | |||
Net loss | $ (119,217) | $ (57,102) | $ (18,546) |
Adjustments to reconcile net loss to net cash from operating activities: | |||
Depreciation expenses | 1,909 | 1,545 | 1,557 |
Share-based compensation expenses | 10,625 | 10,211 | 6,637 |
Changes in fair value of financial instruments | 1,514 | 1,826 | 2,760 |
Gain on debt extinguishment | (2,883) | ||
Loss on disposal of property and equipment | 5 | 53 | |
Loss on sale of available-for-sale securities | 1,415 | 314 | |
Interest expense | 121 | 1,095 | 3,265 |
Changes in operating assets and liabilities: | |||
Prepaid expenses and other current assets | (2,070) | (2,990) | (2,285) |
Other non-current assets | 112 | (565) | (190) |
Accounts payable | 2,707 | 6,186 | 731 |
Advances from customers | (1,070) | (7,836) | 1,046 |
Accrued expenses and other payables | 13,946 | 7,350 | (761) |
Tax payable | 804 | ||
Deferred tax assets | (768) | ||
Deferred rental | 182 | (20) | |
Other long-term liabilities | 459 | (64) | (58) |
Net cash used in operating activities | (89,513) | (39,843) | (8,694) |
Investing activities | |||
Purchases of property and equipment | (23,502) | (5,314) | (654) |
Purchase of available-for-sale securities | (382,093) | (119,291) | (30,646) |
Proceeds from sale or maturity of available-for-sale securities | 183,743 | 65,698 | 102 |
Proceeds from disposal of property and equipment | 4 | 1 | |
Acquisition of non-controlling interest | (2,443) | ||
Net cash used in investing activities | (221,848) | (58,906) | (33,641) |
Financing activities | |||
Proceeds from issuance of ordinary shares, net of underwriter discount | 368,877 | ||
Payment of public offering cost | (2,218) | ||
Proceeds from issuance of convertible preferred shares | 97,350 | 35,500 | |
Proceeds from issuance of convertible promissory notes | 25 | ||
Proceeds from issuance of secured guaranteed convertible promissory note | 17,500 | ||
Proceeds from long-term loan | 12,048 | 6,175 | |
Proceeds from short-term loan | 322 | ||
Proceeds from exercise of warrants and option | 2,195 | 77 | 80 |
Proceeds due to related parties | 103 | ||
Payment of convertible preferred shares issuance cost | (75) | (80) | |
Repayment of short-term loan | (322) | ||
Repayment to related party | (1,285) | ||
Net cash provided by financing activities | 380,902 | 103,205 | 52,165 |
Effect of foreign exchange rate changes, net | 104 | (485) | 142 |
Net increase in cash and cash equivalents | 69,645 | 3,971 | 9,972 |
Cash and cash equivalents at beginning of period | 17,869 | 13,898 | 3,926 |
Cash and cash equivalents at end of period | 87,514 | 17,869 | 13,898 |
Supplemental cash flow disclosures: | |||
Income taxes paid | 25 | ||
Interest expense paid | 826 | 134 | 30 |
Non-cash activities: | |||
Conversion of Senior Promissory Note | 14,693 | ||
Conversion of deferred rental | 980 | ||
Conversion of convertible preferred shares | 176,084 | ||
Exercise of warrants and option | 3,687 | ||
Follow-on on offering costs accrued in accounts payable | 269 | ||
Repayment of subordinated convertible promissory note, convertible promissory notes and secured guaranteed convertible promissory note | 33,730 | ||
Repayment of due to related parties | 8,204 | ||
Acquisitions of equipment included in accounts payable | $ 2,153 | $ 23 | $ 7 |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Ordinary SharesInitial public offering | Ordinary SharesFollow-on public offering | Ordinary SharesConversion of Senior Promissory Note | Ordinary SharesExercise of warrants in connection with convertible promissory note | Ordinary SharesExercise of option to purchase shares by rental deferred | Ordinary SharesExercise of warrants by Baker Bros. | Ordinary SharesIssuance of shares reserved for share options exercise | Ordinary SharesConversion of preferred shares to ordinary shares | Ordinary Shares | Additional Paid-In CapitalInitial public offering | Additional Paid-In CapitalFollow-on public offering | Additional Paid-In CapitalConversion of Senior Promissory Note | Additional Paid-In CapitalExercise of warrants in connection with convertible promissory note | Additional Paid-In CapitalExercise of option to purchase shares by rental deferred | Additional Paid-In CapitalExercise of warrants by Baker Bros. | Additional Paid-In CapitalConversion of preferred shares to ordinary shares | Additional Paid-In Capital | Accumulated Other Comprehensive Income/(Loss) | Accumulated Deficit | Total Beigene LtdInitial public offering | Total Beigene LtdFollow-on public offering | Total Beigene LtdConversion of Senior Promissory Note | Total Beigene LtdExercise of warrants in connection with convertible promissory note | Total Beigene LtdExercise of option to purchase shares by rental deferred | Total Beigene LtdExercise of warrants by Baker Bros. | Total Beigene LtdConversion of preferred shares to ordinary shares | Total Beigene Ltd | Non-Controlling Interests | Initial public offering | Follow-on public offering | Conversion of Senior Promissory Note | Exercise of warrants in connection with convertible promissory note | Exercise of option to purchase shares by rental deferred | Exercise of warrants by Baker Bros. | Conversion of preferred shares to ordinary shares | Total |
Balance at Dec. 31, 2013 | $ 9 | $ 3,771 | $ 309 | $ (42,815) | $ (38,726) | $ 1,767 | $ (36,959) | |||||||||||||||||||||||||||||
Balance (in shares) at Dec. 31, 2013 | 94,516,667 | |||||||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||||||||||||||||||||||||
Issuance of ordinary shares | $ 2 | 139 | 141 | 141 | ||||||||||||||||||||||||||||||||
Issuance of ordinary shares (in shares) | 14,097,432 | |||||||||||||||||||||||||||||||||||
Repurchase of forfeited unvested ordinary shares (note 16) | (116,671) | |||||||||||||||||||||||||||||||||||
Share-based compensation | 4,797 | 4,797 | 4,797 | |||||||||||||||||||||||||||||||||
Issuance of warrants in connection with the secured guaranteed convertible promissory note (note 11) | 184 | 184 | 184 | |||||||||||||||||||||||||||||||||
Repurchase of non-controlling interest | (950) | (950) | (1,493) | (2,443) | ||||||||||||||||||||||||||||||||
Net loss | (18,278) | (18,278) | (268) | (18,546) | ||||||||||||||||||||||||||||||||
Other comprehensive income (loss) | (209) | (209) | $ (6) | (215) | ||||||||||||||||||||||||||||||||
Balance at Dec. 31, 2014 | $ 11 | 7,941 | 100 | (61,093) | (53,041) | (53,041) | ||||||||||||||||||||||||||||||
Balance (in shares) at Dec. 31, 2014 | 108,497,428 | |||||||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||||||||||||||||||||||||
Issuance of ordinary shares | $ 1 | 75 | 76 | 76 | ||||||||||||||||||||||||||||||||
Issuance of ordinary shares (in shares) | 7,676,666 | |||||||||||||||||||||||||||||||||||
Share-based compensation | 10,211 | 10,211 | 10,211 | |||||||||||||||||||||||||||||||||
Net loss | (57,102) | (57,102) | (57,102) | |||||||||||||||||||||||||||||||||
Other comprehensive income (loss) | (1,909) | (1,909) | (1,909) | |||||||||||||||||||||||||||||||||
Balance at Dec. 31, 2015 | $ 12 | 18,227 | (1,809) | (118,195) | (101,765) | $ (101,765) | ||||||||||||||||||||||||||||||
Balance (in shares) at Dec. 31, 2015 | 116,174,094 | 116,174,094 | ||||||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||||||||||||||||||||||||
Issuance of ordinary shares | $ 10 | $ 9 | $ 1 | $ 20 | $ 166,127 | $ 198,617 | $ 14,692 | $ 1,513 | $ 3,519 | $ 1,750 | $ 176,064 | $ 166,137 | $ 198,626 | $ 14,693 | $ 1,513 | $ 3,519 | $ 1,750 | $ 176,084 | $ 166,137 | $ 198,626 | $ 14,693 | $ 1,513 | $ 3,519 | $ 1,750 | $ 176,084 | |||||||||||
Issuance of ordinary shares (in shares) | 98,670,000 | 86,206,250 | 7,942,314 | 621,637 | 1,451,586 | 2,592,593 | 271,284 | 199,990,641 | ||||||||||||||||||||||||||||
Share-based compensation | 10,704 | 10,704 | $ 10,704 | |||||||||||||||||||||||||||||||||
Share-based compensation (in shares) | 1,913,210 | |||||||||||||||||||||||||||||||||||
Net loss | (119,217) | (119,217) | (119,217) | |||||||||||||||||||||||||||||||||
Other comprehensive income (loss) | 863 | 863 | 863 | |||||||||||||||||||||||||||||||||
Balance at Dec. 31, 2016 | $ 52 | $ 591,213 | $ (946) | $ (237,412) | $ 352,907 | $ 352,907 | ||||||||||||||||||||||||||||||
Balance (in shares) at Dec. 31, 2016 | 515,833,609 | 515,833,609 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2016 | |
Organization | |
Organization | 1. Organization BeiGene, Ltd. (the "Company") is a globally focused, clinical-stage biopharmaceutical company with the goal of becoming a leader in the discovery and development of innovative, molecularly targeted and immuno-oncology drugs for the treatment of cancer. The Company's development strategy is based on a novel translational platform that combines its unique access to internal patient-derived biopsies with strong oncology biology. The Company was incorporated under the laws of the Cayman Islands as an exempted company with limited liability on October 28, 2010. Initial public offering On February 8, 2016, the Company completed its initial public offering ("IPO") on the NASDAQ Global Select Market. 6,600,000 ADSs representing 85,800,000 ordinary shares were sold at $24.00 per ADS, or $1.85 per share (the "IPO Price"). Additionally, the underwriters exercised their options to purchase an additional 990,000 ADSs representing 12,870,000 ordinary shares from the Company. Net proceeds from the IPO including underwriter options after deducting underwriting discount and offering expenses were $166,197. The deferred IPO costs of $15,963 were recorded as a reduction of the proceeds received from the IPO in shareholders' equity. Follow-on public offering On November 23, 2016, the Company completed a follow-on public offering at a price of $32.00 per ADS, or $2.46 per share. In this offering, the Company sold 5,781,250 ADSs representing 75,156,250 ordinary shares. Additionally, the underwriters exercised their options to purchase an additional 850,000 ADSs representing 11,050,000 ordinary shares from the Company. The selling shareholders sold 468,750 ADSs representing 6,093,750 ordinary shares. Net proceeds from this offering including underwriter options after deducting the underwriting discount and offering expenses were $198,625. The Company did not receive any proceeds from the sale of the shares by the selling shareholders. The deferred follow-on public offering costs of $13,575 were recorded as a reduction of the proceeds received from the offering in shareholders' equity. As at December 31, 2016, the Company's subsidiaries are as follows: Name of Company Place of Date of Percentage of Principal BeiGene (Hong Kong) Co., Limited. Hong Kong November 22, 2010 Investment holding BeiGene (Beijing) Co., Ltd. ("BeiGene Beijing") The People's Republic of China ("PRC" or "China") January 24, 2011 Medical and pharmaceutical research BeiGene AUS Pty Ltd. Australia July 15, 2013 Clinical trial activities BeiGene 101 Ltd. Cayman Islands August 30, 2012 Medical and pharmaceutical research BeiGene (Suzhou) Co., Ltd. ("BeiGene (Suzhou)") PRC April 9, 2015 Medical and pharmaceutical research BeiGene USA, Inc. ("BeiGene (USA)") United States July 8, 2015 Clinical trial activities BeiGene (Shanghai) Co., Ltd. ("BeiGene (Shanghai)") PRC September 11, 2015 Medical and pharmaceutical research |
Summary of significant accounti
Summary of significant accounting policies | 12 Months Ended |
Dec. 31, 2016 | |
Summary of significant accounting policies | |
Summary of significant accounting policies | 2. Summary of significant accounting policies Basis of presentation and principles of consolidation The consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP"). The consolidated financial statements include the financial statements of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and balances between the Company and its wholly-owned subsidiaries are eliminated upon consolidation. Use of estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Areas where management uses subjective judgment include, but are not limited to, estimating the useful lives of long-lived assets, identifying separate accounting units and estimating the best estimate of selling price of each deliverable in the Company's revenue arrangements, assessing the impairment of long-lived assets, share-based compensation expenses, realizability of deferred tax assets and the fair value of financial instruments. Management bases the estimates on historical experience and various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from these estimates. Functional Currency and Foreign Currency Translation Functional Currency The determination of the respective functional currency is based on the criteria of Accounting Standard Codification ("ASC") 830, Foreign Currency Matters . The functional currency of the Company, BeiGene AUS Pty Ltd., BeiGene (Hong Kong) Co., Limited, BeiGene 101 Ltd and BeiGene (USA) is the United States dollar ("$" or "U.S. dollar"). The Company's PRC subsidiaries determined their functional currencies to be RMB. The Company uses the U.S. dollar as its reporting currency. Foreign Currency Translation For subsidiaries whose functional currencies are not the U.S. dollar, the Company uses the average exchange rate for the year and the exchange rate at the balance sheet date, to translate the operating results and financial position to U.S. dollar, the reporting currency, respectively. Translation differences are recorded in accumulated other comprehensive income/(loss), a component of shareholders' equity/deficit. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing on the transaction dates. Foreign currency denominated financial assets and liabilities are remeasured at the exchange rates prevailing at the balance sheet date. Exchange gains and losses are included in the consolidated statements of comprehensive loss. Cash and cash equivalents Cash and cash equivalents consist of cash on hand and bank deposits, which are unrestricted as to withdrawal and use. The Company considers all highly liquid investments with an original maturity date of three months or less at the date of purchase to be cash equivalents. Cash equivalents which consist primarily of money market funds are stated at fair value. Short-term investments Short-term debt investments held to maturity are carried at amortized cost when the Company has the ability and positive intent to hold these securities until maturity. When the Company does not have the ability or positive intent to hold short-term debt investments until maturity, these securities are classified as available-for-sale. None of the Company's fixed maturity securities met the criteria for held-to-maturity classification at December 31, 2016 and 2015. Available-for-sale securities are stated at fair value, with the unrealized gains and losses, net of tax, reported in other comprehensive income/loss. The net carrying value of debt securities classified as available-for-sale is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization is computed using the effective interest method and included in interest income. Interest and dividends are included in interest income. When the fair value of a debt security classified as available-for-sale is less than its amortized cost, the Company assesses whether or not: (i) it has the intent to sell the security or (ii) it is more likely than not that the Company will be required to sell the security before its anticipated recovery. If either of these conditions is met, the Company must recognize an other-than-temporary impairment through earnings for the difference between the debt security's amortized cost basis and its fair value. No impairment losses were recorded for any periods presented. The cost of securities sold is based on the specific identification method. Property and Equipment Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets as follows: Useful Life Office Equipment 5 years Electronic Equipment 3 years Laboratory Equipment 3 to 5 years Computer Software 3 to 5 years Leasehold Improvements Lesser of useful life or lease term Impairment of long-lived assets Long-lived assets are reviewed for impairment in accordance with authoritative guidance for impairment or disposal of long-lived assets. Long-lived assets are reviewed for events or changes in circumstances, which indicate that their carrying value may not be recoverable. Long-lived assets are reported at the lower of carrying amount or fair value less cost to sell. For the years ended December 31, 2016, 2015 and 2014, there was no impairment of the value of the Company's long-lived assets. Fair value measurements Fair value of financial instruments Financial instruments of the Company primarily include cash and cash equivalents, short-term investments, long-term bank loan, accounts payable, senior promissory note, convertible preferred shares, and warrants and option liabilities. As of December 31, 2016 and 2015, the carrying values of cash and cash equivalents and accounts payable approximated their fair values due to the short-term maturity of these instruments. The short-term investments represented the available-for-sale debt securities which are recorded at fair value based on quoted prices in active markets with unrealized gain or loss recorded in other comprehensive income or loss. The long-term bank loan approximates its fair value due to the fact that the related interest rate approximates the rate currently offered by financial institutions for similar debt instrument of comparable maturities. The warrants and option liabilities were recorded at fair value as determined on the respective issuance dates and subsequently adjusted to the fair value at each reporting date. The senior promissory note and convertible preferred shares were initially recorded at issue price net of issuance costs. Prior to the exercise dates, the Company determined the fair values of the warrants and option liabilities with the assistance of an independent third party valuation firm. On the exercise dates, the Company determined the fair values of the warrants and option liabilities using the intrinsic value, which equals to the difference between the share price at the IPO closing date and the exercise price, as the exercise dates were immediately prior to or very close to the IPO closing date. The Company applies ASC topic 820 ("ASC 820"), Fair Value Measurements and Disclosures, in measuring fair value. ASC 820 defines fair value, establishes a framework for measuring fair value and requires disclosures to be provided on fair value measurement. ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1—Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2—Include other inputs that are directly or indirectly observable in the marketplace. Level 3—Unobservable inputs which are supported by little or no market activity. ASC 820 describes three main approaches to measuring the fair value of assets and liabilities: (1) market approach; (2) income approach and (3) cost approach. The market approach uses prices and other relevant information generated from market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to convert future amounts to a single present value amount. The measurement is based on the value indicated by current market expectations about those future amounts. The cost approach is based on the amount that would currently be required to replace an asset. Financial instruments measured at fair value on a recurring basis The following tables set forth assets and liabilities measured at fair value on a recurring basis as of December 31, 2016 and 2015: As of December 31, 2016 Quoted Price Significant Significant $ $ $ Available-for-sale securities (note 3): U.S. Treasury securities — — Cash equivalents Money market funds — — As of December 31, 2015 Quoted Price Significant Significant $ $ $ Available-for-sale securities (note 3): Corporate fixed income bonds — — U.S. treasury securities — — Municipal bonds — — Option to purchase shares by rental deferral (note 8) — — Warrants in connection with the convertible promissory notes (note 8) — — Warrants and option fair value estimation on the exercise dates The warrants in connection with the convertible promissory notes and the option to purchase shares by rental deferral were exercised in January and February 2016. The Company determined the exercise date fair value of the warrants and option using significant other observable inputs (Level 2). The fair values of the warrants and option liabilities were estimated using the intrinsic value, which equals to the difference between the share price at the IPO closing date and the exercise price, as the exercise dates were immediately prior to or very close to the IPO closing date. Warrants and option fair value estimation prior to the exercise dates Prior to the exercise dates, the Company measured the warrants in connection with the convertible promissory notes and the option to purchase shares by rental deferral at fair value on a recurring basis using significant unobservable inputs (Level 3). As of December 31, 2015, the significant unobservable inputs used in the fair value measurement and the corresponding impacts to the fair values are presented below: Financial Instrument Valuation Techniques Unobservable Inputs Estimation Option to purchase shares by rental deferral Invested capital value allocation by Black-Scholes option pricing model Invested capital value $665,213 Volatility for invested capital value allocation 83% Volatility for Black-Scholes option pricing model 69% - 83% Discount for lack of marketability ("DLOM") 11% Warrants in connection with the convertible promissory notes Invested capital value allocation by Black-Scholes option pricing model Invested capital value $665,213 Volatility for invested capital value allocation 83% Volatility for Black-Scholes option pricing model 69% - 83% DLOM 11% The following tables present a reconciliation of the warrants and option liabilities for the years ended December 31, 2016. Warrant and $ Balance as of December 31, 2015 Recognized during the year — Unrealized loss Settlement Balance as of December 31, 2016 — The amount of total unrealized loss for the year ended December 31, 2016 included in losses Realized and unrealized gain or loss for the years ended December 31, 2016, 2015 and 2014 was recorded as "Changes in fair value of financial instruments" in the consolidated statements of operations. Revenue recognition The Company recognizes revenues from research and development collaborative arrangements when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the fee is fixed or determinable, and there is reasonable assurance that the related amounts are collectible in accordance with ASC 605, Revenue Recognition ("ASC 605"). The Company's collaborative arrangements may contain multiple elements, including grants of licenses to intellectual property rights, agreement to provide research and development services and other deliverables. The deliverables under such arrangements are evaluated under ASC 605-25, Multiple-Element Arrangements. Pursuant to ASC 605-25, each required deliverable is evaluated to determine whether it qualifies as a separate unit of accounting based on whether the deliverable has "stand-alone value" to the customer. The collaborative arrangements do not include a right of return for any deliverable. The arrangement's consideration that is fixed or determinable, excluding contingent payments, is then allocated to each separate unit of accounting based on the relative selling price of each deliverable. The relative selling price for each deliverable is determined using vendor specific objective evidence ("VSOE") of selling price or third party evidence ("TPE") of selling price if VSOE does not exist. If neither VSOE nor TPE exists, the Company uses the best estimate of the selling price ("BESP") for the deliverable. In general, the consideration allocated to each unit of accounting is recognized as the related goods or services are delivered, limited to the consideration that is not contingent upon future deliverables. Non-refundable payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as advances from customers. Upfront non-refundable payments for licensing the Company's intellectual property are evaluated to determine if the licensee can obtain stand-alone value from the license separate from the value of the research and development services and other deliverables in the arrangement to be provided by the Company. The Company acts as the principal under its arrangements and licensing intellectual property is part of its ongoing major or central operations. The license right is not contingent upon the delivery of additional items or meeting other specified performance conditions. Therefore, when stand-alone value of the license is determinable, the allocated consideration is recognized as collaboration revenue upon delivery of the license rights. As the Company acts as the principal under its arrangements, and research and development services are also part of its ongoing major or central operations, it recognizes the allocated consideration related to reimbursements of research and development costs as collaboration revenue when delivery or performance of such services occurs. Product development, royalties and commercial event payments (collectively, "target payments") under collaborative arrangements are triggered either by the results of the Company's research and development efforts, achievement of regulatory goals or by specified sales results by a third party collaborator. Under ASC 605-28, Milestone Method of Revenue Recognition, an accounting policy election can be made to recognize a payment that is contingent upon the achievement of a substantive milestone in its entirety in the period in which the milestone is achieved. The Company elected not to adopt the milestone method of revenue recognition under ASC 605-28. Targets related to the Company's development-based activities may include initiation of various phases of clinical trials and applications and acceptance for product approvals by regulatory agencies. Due to the uncertainty involved in meeting these development-based targets, the Company would account for development-based targets as collaboration revenue upon achievement of the respective development target. Royalties based on reported sales of licensed products will be recognized as collaboration revenue based on contract terms when reported sales are reliably measurable and collectability is reasonably assured. Targets related to commercial activities may be triggered upon events such as first commercial sale of a product or when sales first achieve a defined level. Since these targets would be achieved after the completion of the Company's development activities, the Company would account for the commercial event targets in the same manner as royalties, with collaboration revenue recognized upon achievement of the target. To date, none of the products have been approved. Hence, no revenue has been recognized related to royalties or commercial event based targets in any of the periods presented. Any subsequent payments to be made to the collaborator such as profit sharing payments based on net sales that are not related to research and development services would be recorded as expenses from the collaborative arrangement. To date, no payments have been made to the collaborator. Research and development expenses Research and development expenses represent costs associated with the collaborative arrangements, which primarily include (i) payroll and related costs (including share-based compensation) associated with research and development personnel, (ii) costs related to clinical trials and preclinical testing of the Company's technologies under development, (iii) costs to develop the product candidates, including raw materials and supplies, product testing, depreciation, and facility related expenses, (iv) expenses for research services provided by universities and contract laboratories, including sponsored research funding, and (v) other research and development expenses. Research and development expenses are charged to expense as incurred when these expenditures relate to the Company's research and development services and have no alternative future uses. Clinical trial costs are a significant component of the Company's research and development expenses. The Company has a history of contracting with third parties that perform various clinical trial activities on behalf of the Company in the ongoing development of the Company's product candidates. Expenses related to clinical trials are accrued based on the Company's estimates of the actual services performed by the third parties for the respective period. If the contracted amounts are modified (for instance, as a result of changes in the clinical trial protocol or scope of work to be performed), the Company will modify the related accruals accordingly on a prospective basis. Revisions in the scope of a contract are charged to expense in the period in which the facts that give rise to the revision become reasonably certain. There were no material adjustments for a change in estimate to research and development expenses in the accompanying consolidated financial statements for the years ended December 31, 2016, 2015 and 2014. Government grants Government financial incentives that involve no conditions or continuing performance obligations of the Company are recognized as other non-operating income upon receipt. Leases Leases are classified at the inception date as either a capital lease or an operating lease. The Company assesses a lease to be a capital lease if any of the following conditions exist: a) ownership is transferred to the lessee by the end of the lease term, b) there is a bargain purchase option, c) the lease term is at least 75% of the property's estimated remaining economic life or d) the present value of the minimum lease payments at the beginning of the lease term is 90% or more of the fair value of the leased property to the lessor at the inception date. A capital lease is accounted for as if there was an acquisition of an asset and an incurrence of an obligation at the inception of the lease. The Company has no capital leases for the years presented. All other leases are accounted for as operating leases wherein rental payments are expensed on a straight-line basis over the periods of their respective lease terms. The Company leases office space, employee accommodation and manufactory space under operating lease agreements. Certain of the lease agreements contain rent holidays. Rent holidays are considered in determining the straight-line rent expense to be recorded over the lease term. The lease term begins on the date of initial possession of the lease property for purposes of recognizing lease expense on straight-line basis over the term of the lease. Comprehensive loss Comprehensive loss is defined as the changes in equity of the Company during a period from transactions and other events and circumstances excluding transactions resulting from investments by owners and distributions to owners. Among other disclosures, ASC 220, Comprehensive Income , requires that all items that are required to be recognized under current accounting standards as components of comprehensive loss be reported in a financial statement that is displayed with the same prominence as other financial statements. For each of the periods presented, the Company's comprehensive loss includes net loss, foreign currency translation adjustments and unrealized holding losses associated with the available-for-sale securities, and is presented in the consolidated statements of comprehensive loss. Stock-based compensation Awards granted to employees The Company applies ASC 718, Compensation—Stock Compensation ("ASC 718"), to account for its employee share-based payments. In accordance with ASC 718, the Company determines whether an award should be classified and accounted for as a liability award or equity award. All the Company's grants of share-based awards to employees were classified as equity awards and are recognized in the financial statements based on their grant date fair values. Specifically, the grant date fair value of share options are calculated using an option pricing model. The Company has elected to recognize compensation expense using the straight-line method for all employee equity awards granted with graded vesting based on service conditions provided that the amount of compensation cost recognized at any date is at least equal to the portion of the grant-date value of the options that are vested at that date. The Company uses the accelerated method for all awards granted with graded vesting based on performance conditions. To the extent the required vesting conditions are not met resulting in the forfeiture of the share-based awards, previously recognized compensation expense relating to those awards are reversed. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in the subsequent period if actual forfeitures differ from initial estimates. Forfeiture rates are estimated based on historical and future expectations of employee turnover rates and are adjusted to reflect future changes in circumstances and facts, if any. Share-based compensation expense is recorded net of estimated forfeitures such that expense is recorded only for those share-based awards that are expected to vest. To the extent the Company revises these estimates in the future, the share-based payments could be materially impacted in the period of revision, as well as in following periods. The Company, with the assistance of an independent third party valuation firm, determined the fair value of the stock options granted to employees. The binomial option pricing model was applied in determining the estimated fair value of the options granted to employees. Awards granted to non-employees The Company has accounted for equity instruments issued to non-employees in accordance with the provisions of ASC 718 and ASC 505, Equity . All transactions in which goods or services are received in exchange for equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date of the fair value of the equity instrument issued is the date on which the counterparty's performance is completed as there is no associated performance commitment. The expense is recognized in the same manner as if the Company had paid cash for the services provided by the non-employees in accordance with ASC 505-50, Equity-based payments to non-employees . Modification of awards A change in any of the terms or conditions of the awards is accounted for as a modification of the award. Incremental compensation cost is measured as the excess, if any, of the fair value of the modified award over the fair value of the original award immediately before its terms are modified, measured based on the fair value of the awards and other pertinent factors at the modification date. For vested awards, the Company recognizes incremental compensation cost in the period the modification occurs. For unvested awards, the Company recognizes over the remaining requisite service period, the sum of the incremental compensation cost and the remaining unrecognized compensation cost for the original award on the modification date. If the fair value of the modified award is lower than the fair value of the original award immediately before modification, the minimum compensation cost the Company recognizes is the cost of the original award. Derivative instruments ASC 815, Derivatives and Hedging, requires all contracts which meet the definition of a derivative to be recognized in the consolidated financial statements as either assets or liabilities and recorded at fair value. Changes in the fair value of derivative financial instruments are either recognized periodically in income/loss or in shareholders' deficit as a component of other comprehensive income depending on the use of the derivative and whether it qualifies for hedge accounting. Changes in fair values of derivatives not qualified as hedges are reported in the consolidated statements of operations. The estimated fair values of derivative instruments are determined at discrete points in time based on the relevant market information. These estimates are calculated with reference to the market rates using industry standard valuation techniques with the assistance of an independent third party valuation firm. Income taxes The Company uses the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and the tax bases of assets and liabilities and are measured using enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. In November 2015, the FASB issued Accounting Standards Update 2015-17, Balance Sheet Classification of Deferred Taxes , which requires deferred income tax assets and liabilities to be classified as non-current in a classified balance sheet, and eliminates the prior guidance, which required an entity to separate deferred tax assets and liabilities into a current amount and a non-current amount in a classified balance sheet. The Company changed the manner in which it classifies deferred tax assets and liabilities retrospectively from the fourth quarter of 2016 due to the early adoption of Accounting Standards Update 2015-17. The adoption of this guidance has no impact on prior year balances as current deferred tax assets and liabilities are both nil as of December 31, 2015. The Company evaluates its uncertain tax positions using the provisions of ASC 740, Income Taxes , which requires that realization of an uncertain income tax position be recognized in the financial statements. The benefit to be recorded in the financial statements is the amount most likely to be realized assuming a review by tax authorities having all relevant information and applying current conventions. It is the Company's policy to recognize interest and penalties related to unrecognized tax benefits, if any, as a component of income tax expense. Loss per share Loss per share is calculated in accordance with ASC 260, Earnings per Share . Basic loss per ordinary share is computed by dividing net loss attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period using the two-class method. Under the two-class method, net income is allocated between ordinary shares and participating securities based on dividends declared (or accumulated) and participating rights in undistributed earnings as if all the earnings for the reporting period had been distributed. The Company's convertible preferred shares and restricted stock are participating securities because they have contractual rights to share in the profits of the Company. However, both the convertible preferred shares and restricted stock do not have contractual rights and obligations to share in the losses of the Company. For the periods presented herein, the computation of basic loss per share using the two-class method is not applicable as the Company is in a net loss position. Diluted loss per share is calculated by dividing net loss attributable to ordinary shareholders as adjusted for the effect of dilutive ordinary equivalent shares, if any, by the weighted average number of ordinary and dilutive ordinary equivalent shares outstanding during the period. Ordinary equivalent shares consist of the ordinary shares issuable upon the conversion of the Company's convertible preferred shares using the if-converted method, and ordinary shares issuable upon the conversion of the share options and unvested restricted stock, using the treasury stock method. Ordinary share equivalents are excluded from the computation of diluted loss per share if their effects would be anti-dilutive. Basic and diluted loss per ordinary share is presented in the Company's consolidated statements of operations. Segment information In accordance with ASC 280, Segment Reporting , the Company's chief operating decision maker, the Chief Executive Officer, reviews the consolidated results when making decisions about allocating resources and assessing performance of the Company as a whole and hence, the Company has only one reportable segment. The Company does not distinguish between markets or segments for the purpose of internal reporting. As the Company's long-lived assets and revenue are substantially located in and derived from the PRC, no geographical segments are presented. Concentration of risks Concentration of credit risk Financial instruments that are potentially subject to credit risk consist of cash and cash equivalents and short-term investments. The carrying amounts of cash and cash equivalents and short-term investments represent the maximum amount of loss due to credit risk. As of December 31, 2016 and 2015, $87,514 and $17,869 were deposited with various major reputable financial institutions located in the PRC and international financial institutions outside of the PRC. The deposits placed with financial institutions are not protected by statutory or commercial insurance. In the event of bankruptcy of one of these financial institutions, the Company may be unlikely to claim its deposits back in full. Management believes that these financial institutions are of high credit quality and continually monitors the credit worthiness of these financial institutions. As of December 31, 2016 and 2015, the Company had debt security investments amounting to $280,660 and $82,617, respectively. At December 31, 2016, the Company's debt security investments comprised primarily of U.S. treasury securities. The Company believes that U.S. treasury securities are of high credit quality and continually monitors the credit worthiness of these institutions. Customer concentration risk For the years ended December 31, 2016, 2015 and 2014, substantially all of the Company's revenue has been generated solely from one customer, Merck KGaA, Darmstadt Germany. Business, customer, political, social and economic risks The Company participates in a dynamic high technology industry and believes that changes in any of the following areas could have a material adverse effect on the Company's future financial position, results of operations or cash flows: changes in the overall demand for services and products; competitive pressures due to new entrants; advances and new trends in new technologies and industry standards; changes in clinical research organizations; |
Short-term investments
Short-term investments | 12 Months Ended |
Dec. 31, 2016 | |
Short-term investments | |
Short-term investments | 3. Short-term investments Short-term investments as of December 31, 2016 consist of the following available-for-sale exchange-traded debt securities: Amortized Gross Gross Fair Value $ $ $ $ U.S. Treasury securities — Total — Short-term investments as of December 31, 2015 consist of the following available-for-sale exchange-traded debt securities: Amortized Gross Gross Fair Value $ $ $ $ Corporate fixed income bonds — U.S. Treasury securities — Municipal Bonds — Total Contractual maturities of all debt securities as of December 31, 2016 were within one year. The Company does not intend to sell its investments in U.S. Treasury securities and it is not more likely than not that the Company will be required to sell the investment before recovery of its amortized cost basis, which may be maturity. Therefore, the Company does not consider the investment in U.S. Treasury securities to be other-than-temporarily impaired at December 31, 2016. |
Property and equipment
Property and equipment | 12 Months Ended |
Dec. 31, 2016 | |
Property and equipment | |
Property and equipment | 4. Property and equipment Property and equipment consist of the following: As of 2016 2015 $ $ Office equipment Electronic equipment Laboratory equipment Computer software Leasehold improvements Property and equipment, at cost Less accumulated depreciation and amortization ) ) Construction in progress — Property and equipment, net Construction in progress as of December 31, 2016 of $15,055 relates to the Suzhou's manufacturing facility and laboratory that are still under construction. Depreciation expenses for the years ended December 31, 2016, 2015 and 2014 were $1,909, $1,545 and $1,557, respectively. |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income taxes | |
Income taxes | 5. Income taxes Cayman Islands The Company is incorporated in the Cayman Islands. Under the current laws of the Cayman Islands, the Company is not subject to income tax. Australia BeiGene AUS Pty Ltd., incorporated in Australia is subject to corporate income tax at a rate of 30%. BeiGene AUS Pty Ltd. has no taxable income for all periods presented and therefore, no provision for income taxes is required. Hong Kong BeiGene (Hong Kong) Co., Limited is incorporated in Hong Kong. Companies registered in Hong Kong are subject to Hong Kong Profits Tax on the taxable income as reported in their respective statutory financial statements adjusted in accordance with relevant Hong Kong tax laws. The applicable tax rate is 16.5% in Hong Kong. The Company did not make any provisions for Hong Kong profit tax as there were no assessable profits derived from or earned in Hong Kong for any of the periods presented. Under the Hong Kong tax law, BeiGene (Hong Kong) Co., Limited is exempted from income tax on its foreign-derived income and there are no withholding taxes in Hong Kong on remittance of dividends. United States BeiGene (USA) incorporated in United States on July 8, 2015, is subject to statutory U.S. Federal corporate income tax at a rate of 34% for the years ended December 31, 2016 and 2015. BeiGene (USA) is also subject to the state income tax for New Jersey, California and Massachusetts, at a rate of 9%, 8.84% and 8%, respectively, for the year ended December 31, 2016. PRC BeiGene Beijing, BeiGene Suzhou and BeiGene Shanghai are subject to the statutory tax rate of 25% in accordance with the Enterprise Income Tax law (the "EIT Law"), which was effective since January 1, 2008. Under the EIT Law, all enterprises are subject to the 25% enterprise income tax rate, except for certain entities that enjoyed the tax holidays or preferential tax treatments. Under the EIT Law and its relevant regulations, dividends paid by PRC enterprises out of profits earned post-2007 to non-PRC tax resident investors are subject to PRC withholding tax of 10%. A lower withholding tax rate may be applied based on applicable tax treaty with certain jurisdictions. Loss before income taxes consists of: Year Ended December 31, 2016 2015 2014 $ $ $ Cayman PRC Australia Others Income tax expenses were $54, nil and nil, respectively, for the years ended December 31, 2016, 2015 and 2014. Current year income tax expense was attributable to BeiGene (USA), a wholly owned subsidiary, which was established in July 2015 and provided general management services and strategic advisory services to the Company. The Company and its other subsidiaries were in cumulative loss positions for all periods presented. The current and deferred components of the income tax expense for the year ended December 31, 2016, 2015 and 2014 are summarized as follows: Year Ended 2016 2015 2014 $ $ Current tax expense — — Deferred tax benefit — — Income tax expense — — The reconciliation of the actual income taxes to the amount of tax computed by applying the PRC statutory income tax rate to pre-tax income is as follows: Year Ended December 31, 2016 2015 2014 $ $ $ Loss before tax PRC statutory tax rate % % % Expected taxation at PRC statutory tax rate Foreign tax rate differential Non-taxable income — Non-deductible expenses Additional taxable income Addition to valuation allowance R&D tax credit — — Taxation for the year — — Effective tax rate –0.1 % % % Significant components of deferred tax assets are as follows: As of 2016 2015 $ $ Deferred tax assets, non-current portion: Net operating losses carry forward Depreciation and amortization — Accrued expenses — Total deferred tax assets Less valuation allowance Total deferred tax assets, net of valuation allowance — During 2016, there is an increase in the valuation allowance by $1,627 which included the effect of expired net operating losses of $1,466. Valuation allowances have been provided on deferred tax assets where, based on all available evidence, it was considered more likely than not that some portion or all of the recorded deferred tax assets will not be realized in future periods. The Company recorded a full valuation allowance against deferred tax assets related to net operating losses, and recorded a valuation allowance against the portion of the deferred tax assets related to deductible temporary differences. As of December 31, 2016, the Company had net operating losses of approximately $27,948 derived from entities in the PRC, which can be carried forward to offset future net profit for income tax purposes. The net operating loss in PRC entities will expire, if unused, beginning January 1, 2018 through 2022. No unrecognized tax benefits and related interest and penalties were recorded in any of the periods presented. The Company's management does not expect the amount of unrecognized tax benefits would increase significantly in the next 12 months. In general, the PRC tax authorities have up to five years to conduct examinations of the Company's tax filings. Accordingly, the PRC subsidiaries' tax years 2012 through 2016 remain open to examination by the respective taxing authorities. |
Accrued expenses and other paya
Accrued expenses and other payables | 12 Months Ended |
Dec. 31, 2016 | |
Accrued expenses and other payables | |
Accrued expenses and other payables | 6. Accrued expenses and other payables Accrued expenses and other payables consisted of the following: As of 2016 2015 $ $ Compensation related External research and development activities related Others Total accrued expenses and other payables |
Short-term bank loan
Short-term bank loan | 12 Months Ended |
Dec. 31, 2016 | |
Short-term bank loan | |
Short-term bank loan | 7. Short-term bank loan On April 8, 2014, the Company obtained a RMB denominated loan with a principal amount of $322 from China Merchants Bank at an annual interest rate of 7.8% based on a 30% premium of the market rate published by the PBOC. The short-term bank loan matured in one year and was fully repaid on April 3, 2015. Interest expense of $7 and $18, and guarantee fee of nil and $7, was recognized for the years ended December 31, 2015 and 2014, respectively. |
Warrants and option liabilities
Warrants and option liabilities | 12 Months Ended |
Dec. 31, 2016 | |
Warrants and option liabilities | |
Warrants and option liabilities | 8. Warrants and option liabilities As of 2016 2015 $ $ Option to purchase shares by rental deferral — Warrants in connection with the convertible promissory notes — Total — Option to purchase shares by rental deferral On September 1, 2012, in conjunction with a lease agreement of one of its premises, the Company granted the landlord an option to purchase the Company's ordinary shares (the "Option") in exchange for the deferral of the payment of one year's rental expense. The Option was a freestanding instrument and was recorded as a liability in accordance with ASC480, Distinguishing Liabilities from Equity . The Option was initially recognized at fair value with subsequent changes in fair value recorded in losses. Prior to the Company's IPO, the Company determined the fair value of the Option with the assistance of an independent third party valuation firm. On February 8, 2016, immediately prior to the Company's IPO, the landlord exercised the Option to purchase 1,451,586 ordinary shares of the Company. As the exercise date was the IPO closing date, the exercise date fair value of the Option of $2,540 was determined based on its intrinsic value, which equaled the difference between the share price at the IPO closing date and the exercise price of such purchased ordinary shares. During the years ended December 31, 2016, 2015 and 2014, the Company recognized a loss from the increase in fair value of the Option of $1,151, $1,263 and $99, respectively. Warrants in connection with the convertible promissory notes During the years ended December 31, 2012 to 2014, the Company entered into agreements with several investors to issue convertible promissory notes, and related warrants to purchase the Company's preference shares up to 10% of the convertible promissory notes' principal amount concurrently for an aggregate principal amount of $2,410. The warrants were freestanding instruments and were recorded as liabilities in accordance with ASC480. The warrants were initially recognized at fair value with subsequent changes in fair value recorded in losses. In January 2016 and February 2016, the warrants issued in connection with the promissory notes were exercised for 621,637 Preferred Shares, which were then converted into 621,637 ordinary shares. As the exercise dates were very close to the IPO closing date, the respective exercise date fair value of the warrants of $1,148 was determined based on the intrinsic value, which equaled the difference between the share price at the IPO closing date and the exercise price of the issued warrants. For the years ended December 31, 2016, 2015 and 2014, the Company recognized a loss from the increase in fair value of $363, $563 and $127, respectively. |
Long-term bank loan
Long-term bank loan | 12 Months Ended |
Dec. 31, 2016 | |
Line of Credit | Long-term Bank Loan, September 2, 2015 | |
Long-term bank loan | |
Long-term bank loan | 9. Long-term bank loan On September 2, 2015, BeiGene Suzhou entered into a loan agreement with Suzhou Industrial Park Biotech Development Co., Ltd. and China Construction Bank, to borrow $17,284 at a 7% fixed annual interest rate. As of December 31, 2016, the Company has drawn down $17,284, which is secured by BeiGene Suzhou's equipment with a carrying amount of $22,292 and the Company's rights to a PRC patent on a drug candidate. The loan principal amounts of $8,642 and $8,642 are repayable on September 30, 2018 and 2019, respectively. Interest expense recognized for the years ended December 31, 2016 and 2015 amounted to $851 and $140, respectively. |
Senior promissory note
Senior promissory note | 12 Months Ended |
Dec. 31, 2016 | |
Senior Notes | Senior Promissory Note, February 2, 2011 | |
Senior promissory note | |
Senior promissory note | 10. Senior promissory note On February 2, 2011, the Company issued a senior promissory note to Merck Sharp & Dohme Research GmbH ("Merck Sharp"), an entity that is unaffiliated with Merck KGaA, Darmstadt Germany, with a principal amount of $10,000 (the "Senior Promissory Note"). The Senior Promissory Note bore interest of 8% compounding per annum and had a term of five years. The Company had the option to elect to repay in whole or in part the outstanding principal and accrued interest any time prior to the maturity of the Senior Promissory Note. The Senior Promissory Note was initially recorded as a long-term liability carried at its amortized cost of $10,000 and subsequently accreted to the amount payable upon maturity using the effective interest method. Interest accrued as of December 31, 2016 and 2015 amounted to nil and $4,598, respectively. On January 26, 2016, the Company entered into a note amendment and exchange agreement with Merck Sharp, pursuant to which, the maturity date of the Senior Promissory Note was extended to May 2, 2016 from February 2, 2016. In addition, if the IPO occurred on or prior to May 2, 2016, subject to certain limitations, the outstanding unpaid principal and interest of the Senior Promissory Note as of the effectiveness date of the Company's IPO (the "Exchanged Balance") would be automatically exchanged, effective immediately prior to the closing of the IPO, into up to a number of the Company's ordinary shares equal to the quotient of (1) the Exchanged Balance divided by (2) the per ordinary share public offering price in the IPO. The amendments and subsequent extinguishment of the Senior Promissory Note did not result in any gain or loss since the conversion rate was set at the IPO Price. On February 8, 2016, the outstanding unpaid principal and interest of the Senior Promissory Note of carrying value of $14,693 were exchanged into 7,942,314 ordinary shares, computed at the IPO Price of $1.85 per ordinary share. |
Convertible preferred shares
Convertible preferred shares | 12 Months Ended |
Dec. 31, 2016 | |
Convertible preferred shares | |
Convertible preferred shares | 11. Convertible preferred shares In October 2014, the Company issued 52,592,590 Series A convertible preferred shares (the "Series A Preferred Shares") with a par value of $0.0001 per share for cash consideration of $35,500 or $0.68 per share. At the same time, the previously issued subordinated convertible promissory note, convertible promissory notes, secured guaranteed convertible promissory notes, advances and convertible promissory notes due to the related party were automatically converted into 64,192,927 Series A Preferred Shares in aggregate. On April 21, 2015, the Company issued 83,205,124 Series A-2 convertible preferred shares (the "Series A-2 Preferred Shares") with a par value of $0.0001 per share for cash consideration of $97,350 or $1.17 per share. The Series A Preferred Shares and the Series A-2 Preferred Shares are collectively referred to as the "Preferred Shares." The significant terms of the Preferred Shares are summarized below. Dividends The holders of the Preferred Shares shall be entitled to receive dividends accruing at the rate of 8% per annum. In addition, holders of the Preferred Shares shall also be entitled to dividends on the Company's ordinary shares on an as if converted basis. Voting rights Each holder of Preferred Shares shall have the right to vote the number of votes per ordinary share into which their Preferred Shares could be converted, and shall vote along with the ordinary shares, on all matters in respect to which the holders of ordinary shares are entitled to vote. Liquidation preference In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company or any deemed liquidation event as defined in the Preferred Shares agreements ("Liquidation Transaction"), the holders of Preferred Shares then outstanding are entitled to be paid out of the assets of the Company available for distribution to its members before any payment shall be made to the holders of any other class of shares by reason of their ownership thereof, an amount per share equal to the greater of (i) the original issue price, plus accrued but unpaid dividends; or (ii) such amount per share as would have been payable had all Preferred Shares been converted into ordinary shares immediately prior to such liquidation, dissolution, winding up or deemed liquidation event. Conversion rights (i) Optional conversion: Each Preferred Share shall be convertible into the Company's ordinary shares at the option of the holder at any time after the issuance date by dividing the original issue price by the conversion price, which is initially equal to the original issue price. All unpaid, cumulative dividends on the Preferred Shares shall no longer be payable. (ii) Automatic conversion: All outstanding Preferred Shares shall automatically be converted into ordinary shares at the then effective Preferred Shares conversion price upon (i) the closing of a Qualified IPO; or (ii) the date and time, or the occurrence of an event, specified by vote or written consent of the holders of at least 80.63% of the then outstanding Preferred Shares. Upon conversion of the Preferred Shares, all unpaid, cumulative dividends on the Preferred Shares shall no longer be payable. Drag-along right In the event that each of (i) (A) Baker Brothers or (B) Hillhouse BGN Holdings Limited ("Hillhouse") and CB Biotech Investment Limited ("CITIC PE") jointly; (ii) a majority of the Board of Directors; and (iii) the holders of more than 66.66% of the then-outstanding ordinary shares (other than those issued or issuable upon conversion of the Preferred Shares and any other derivative securities) approve a sale of the Company in writing, then each preferred shareholder agrees to certain joint actions to be taken to ensure such sale of the Company could be completed. Accounting for Preferred Shares The Preferred Shares were classified as mezzanine equity as these convertible preferred shares were redeemable upon the occurrence of a conditional event (i.e. a Liquidation Transaction). The holders of the Preferred Shares had a liquidation preference and would not receive the same form of consideration upon the occurrence of the conditional event as the holders of the ordinary shares would. The initial carrying amount of the Series A Preferred Shares of $78,809 was the issue price at the date of issuance of $78,889, net of issuance costs of $80. The initial carrying amount of the Series A-2 Preferred Shares of $97,275 was the issue price at the date of issuance of $97,350, net of issuance costs of $75.The holders of the Preferred Shares have the ability to convert the instrument into the Company's ordinary shares. The conversion option of the convertible preferred shares did not qualify for bifurcation accounting because the conversion option is clearly and closely related to the host instrument and the underlying ordinary shares were not publicly traded nor readily convertible into cash. The contingent redemption options of the convertible preferred shares did not qualify for bifurcation accounting because the underlying ordinary shares were neither publicly traded nor readily convertible into cash. There were no other embedded derivatives that are required to be bifurcated. Beneficial conversion features exist when the conversion price of the convertible preferred shares is lower than the fair value of the ordinary shares at the commitment date, which is the issuance date in the Company's case. When a beneficial conversion feature exists as of the commitment date, its intrinsic value is bifurcated from the carrying value of the convertible preferred shares as a contribution to additional paid-in capital. On the commitment date of Series A Preferred Shares and Series A-2 Preferred Shares, the most favorable conversion price used to measure the beneficial conversion feature were $0.68 and $1.17, respectively. No beneficial conversion feature was recognized for the Series A Preferred Shares and Series A-2 Preferred Shares as the fair value per ordinary share at the commitment date were $0.28 and $0.47, respectively, which was less than the most favorable conversion price. The Company determined the fair value of ordinary shares with the assistance of an independent third party valuation firm. The Company concluded that the Preferred Shares were not redeemable, and it was not probable that the Preferred Shares would become redeemable because the likelihood of a Liquidation Transaction was remote. Therefore, no adjustment was made to the initial carrying amount of the Preferred Shares. On February 8, 2016, in connection with the completion of the IPO, all of the outstanding Preferred Shares were converted into 199,990,641 ordinary shares. |
Related party balances and tran
Related party balances and transactions | 12 Months Ended |
Dec. 31, 2016 | |
Related party balances and transactions | |
Related party balances and transactions | 12. Related party balances and transactions The Company had the following related party transactions for the periods presented: Year Ended 2016 2015 2014 $ $ $ Consulting service fee paid to shareholder(1) Advances due to senior executives(2) — — Repayment of advances by cash(2) — — Repayment of advances by issuance of ordinary shares(2) — — Interest accrued on advances due to senior executives(2) — — Interest on Convertible Promissory Note(3) — — Repayment of indebtedness due to senior executives by issuance of preferred shares(4) — — Total (1) During the years ended December 31, 2015 and 2014, a shareholder provided consulting services to the Company at a fee of $100, and $100, respectively. During the year ended December 31, 2016, the shareholder, who became a director, provided consulting services to the Company at a fee of $100. (2) During the years ended December 31, 2016, 2015 and 2014, senior executives advanced nil, nil and $103, respectively, to the Company. The advances bore interest at a rate comparable to the interest rate borne by the Company on its outstanding third party debt. On September 15, 2014, the Company entered into a supplemental agreement with the senior executives to clarify its original intention that the indebtedness and accrued interest could be converted into convertible preferred shares based on the same conversion terms in the subordinated convertible promissory note agreement the Company entered into with Merck Sharp. For the period from January 1, 2014 through October 7, 2014, the Company repaid advances amounting to $1,285 and $61 in cash and by the issuance of 6,069,000 ordinary shares with fair value of $61, respectively. (3) During the year ended December 31, 2012, the Company issued convertible promissory notes and related warrants to senior executives for an aggregate principal amount of $650. The warrants were initially recognized at fair value of $25, with subsequent changes in fair value recorded in losses. For the years ended December 31, 2016, 2015 and 2014, the Company recognized a loss from the increase in fair value of $51, $80 and $34, respectively. In January and February 2016, the warrants issued in connection with the promissory notes were exercised for 82,241 Preferred Shares, which were converted into 82,241 ordinary shares. The terms and conditions underlying the convertible promissory notes and related warrants were the same as the convertible promissory notes, and warrants issued to all the other holders. (4) On October 7, 2014, all outstanding indebtedness due to senior executives was settled by the issuance of the Company's Series A Preferred Shares with fair value of $9,983. The advances outstanding (including interest expense), and the convertible promissory notes (including interest expense) were converted into 13,629,629 and 1,160,426 of the Company's Series A Preferred Shares, respectively. The difference of $1,840 was recognized in losses as a result of the settlement of indebtedness. Upon completion of the Company's IPO, the outstanding Series A Preferred Shares were converted into 14,790,055 ordinary shares. The warrants originally issued to the senior executives in connection with the convertible promissory notes were exercised in January and February 2016. |
Research and development collab
Research and development collaborative arrangements | 12 Months Ended |
Dec. 31, 2016 | |
Research and development collaborative arrangements | |
Research and development collaborative arrangements | 13. Research and development collaborative arrangements The Company has developed and controls certain technology and proprietary materials related to its proprietary BRAF inhibitor ("BRAF" or "BGB-283") and poly (ADP-ribose) polymerase inhibitor ("PARP" or "BGB-290"). Upon execution of the Collaborative Arrangements, the Company granted to Merck KGaA, Darmstadt Germany the exclusive right to develop and commercialize the BRAF and PARP inhibitors worldwide except the PRC ("Ex-PRC"). The Company has since retained the exclusive right to develop and commercialize the BRAF and PARP inhibitors in the PRC, as further described below. In 2013, the Company entered into a license agreement with Merck KGaA, Darmstadt Germany on the BRAF inhibitor, which was amended and restated in 2013 and 2015, in which it granted to Merck KGaA, Darmstadt Germany an exclusive license to development and manufacture the BRAF inhibitor in the ex-PRC Territory, and Merck KGaA Darmstadt Germany granted the Company an exclusive license to develop, manufacture and commercialize the BRAF inhibitor in the PRC Territory. Under the terms of the BRAF Collaborative Arrangements, the Company received an upfront non-refundable payment and upfront Phase 1 research and development fees in 2013. Upon the dosing of the 5th patient in 2014, the Company received an additional Phase 1 research and development fee. Subsequent to the completion of the Phase 1 research and development phase, the Company was eligible to receive product development payments based on the successful achievement of development and regulatory goals, commercial event payments based on the successful achievement of commercialization goals, and royalty payments based on a predetermined percentage of Merck KGaA, Darmstadt Germany's aggregate annual net sales of all products in the Ex-PRC territories for a period not to exceed ten years from the date of the first commercial sale. In March 2017, the Company regained the worldwide rights to the BRAF inhibitor after Merck KGaA, Darmstadt Germany informed the Company that it will not exercise the Continuation Option, and thus, the ex-PRC BRAF Agreement has terminated in its entirety, except for certain provisions that will survive the termination. In addition, the Company is eligible for $14,000 of additional payments upon the successful achievement of pre-specified milestones in the PRC territory. In consideration for the licenses Merck KGaA, Darmstadt Germany grants to the Company, it will pay Merck KGaA, Darmstadt Germany a high single-digit royalty on aggregate annual net sales of BGB-283 products in PRC for a period not to exceed ten years from the date of the first commercial sale. In 2013, the Company entered into a license agreement with Merck KGaA, Darmstadt Germany on the PARP inhibitor, in which it granted to Merck KGaA, Darmstadt Germany an exclusive license to development and manufacture the PARP inhibitor in the ex-PRC Territory, and Merck KGaA Darmstadt Germany granted the Company an exclusive license to develop, manufacture and commercialize the PARP inhibitor in the PRC Territory. Under the terms of the PARP Collaborative Arrangements, the Company has received an upfront non-refundable payment and upfront Phase 1 research and development fees in 2013. Upon the dosing of the 5th patient in 2014, the Company received an additional Phase 1 research and development fee. On October 1, 2015, the Company entered into a purchase of rights agreement with Merck KGaA, Darmstadt Germany, pursuant to which the Company purchased from Merck KGaA, Darmstadt Germany all its exclusive rights to develop and commercialize the PARP inhibitors in the Ex-PRC territories for a consideration of $10,000, and reduced the future milestone payments the Company is eligible to receive under the PRC license agreement. Upon the execution of the purchase of rights agreement, Merck KGaA, Darmstadt Germany has no further rights and obligations in the Ex-PRC territories under the PARP Collaborative Agreements. In connection with such purchase of rights, the Company also provided Merck KGaA, Darmstadt Germany with global access to the Company's PARP supplies for Merck KGaA, Darmstadt Germany's combination clinical trials at any time during the period from October 1, 2015 until the first regulatory approval received for the commercialization of the Company's PARP inhibitor in certain major countries. The Company determined that the deliverables related to the collaboration with Merck KGaA, Darmstadt Germany, including the licenses of exclusive rights granted to Merck KGaA, Darmstadt Germany, as well as the Company's performance obligations to provide Phase 1 research and development services, would be accounted for as separate units of accounting. This determination was made because each deliverable has stand-alone value to Merck KGaA, Darmstadt Germany and the arrangement does not include a right of return for any deliverable. The Company recognized the upfront non-refundable license fee upon the delivery of the license right and the reimbursement of the Phase 1 research and development services on a straight-line basis over the performance period ranging from one to three years from the execution date of the respective collaboration arrangements. The Company has made an allocation of revenue recognized as collaboration revenue between the license and the services. This allocation was based upon the relative selling price determined using the BESP of each deliverable. Management utilized a discounted cash-flow model and considered a variety of factors in determining the best estimate of selling price of each deliverable, including, but not limited to: the rights that Merck KGaA, Darmstadt Germany was granted under the license, the early stage of the product candidates, the relative risks of successful development of the product candidates, the size of the potential market for the product candidates, competing products and the life-cycle of the product candidates. There have been no significant changes in either the selling price or the method or assumptions used to determine the selling price for a specific unit of accounting during any of the periods presented. The Company did not elect the milestone method of revenue recognition under ASC 605-28. Therefore, the additional Phase 1 research and development fees related to the 5th patient dosing were combined with the other consideration received in the arrangement, being the license and Phase 1 research and development reimbursements. Based on the above, the additional fee related to the 5th patient dosing was allocated based on the relative selling price percentages determined for the separate units of account at the inception of the Collaborative Arrangements. Upon completion of the 5th patient dosing, the fee allocated to the license was recognized immediately and the fee allocated to research and development reimbursements was recognized on a straight-line basis over the performance period under the cumulative catch-up approach. The 5th patient dosing was completed, and the Company received $5,000 for BRAF and $9,000 for PARP on May 14, 2014 and September 17, 2014, respectively. The repurchase consideration of $10,000 associated with the reacquisition of the rights to the PARP inhibitor was charged to research and development expenses as incurred because the rights have no alternative future use. As Merck KGaA, Darmstadt Germany has no further rights in the Ex-PRC territories under the PARP Collaborative Agreements, the advances previously received from Merck KGaA, Darmstadt Germany amounting to $3,018 were offset against the aforementioned repurchase consideration. Upon achievement of a 5th patient dosing development based target in the PRC territory under the BRAF Collaborative Arrangements on November 12, 2015, the Company recognized $4,000 of research and development revenue. No other development based targets have been achieved and none of the products have been approved. Hence, no revenue has been recognized related to royalties or commercial event based targets in any of the periods presented. In addition, no payments have been made to the collaborator for any of the periods presented. In addition to the collaboration with Merck KGaA, Darmstadt Germany, the Company also provided research and development services to other customers in the PRC amounting to nil, nil and $81, respectively, for the years ended December 31, 2016, 2015 and 2014. The following table summarizes total collaboration revenue recognized for the years ended December 31, 2016, 2015 and 2014: Year Ended December 31, 2016 2015 2014 $ $ $ License revenue — — Research and development revenue Total The Company recorded advances from customers related to the research and development collaboration arrangement with Merck KGaA, Darmstadt Germany of approximately nil and $1,070 at December 31, 2016 and 2015, respectively. |
Loss per share
Loss per share | 12 Months Ended |
Dec. 31, 2016 | |
Loss per share | |
Loss per share | 14. Loss per share Loss per share was calculated as follows: Year Ended December 31 2016 2015 2014 $ $ $ Numerator: Net loss attributable to ordinary shareholders for computing basic and diluted loss per ordinary share Denominator: Weighted average number of ordinary shares outstanding for computing basic and diluted loss per ordinary share Basic and diluted loss per share For the years ended December 31, 2016, 2015 and 2014, the computation of basic loss per share using the two-class method was not applicable as the Company was in a net loss position. The effects of all convertible preferred shares, share options, restricted shares, warrants and option to purchase ordinary or preferred shares were excluded from the calculation of diluted earnings per share as their effect would have been anti-dilutive during the years ended December 31, 2016 and 2015. The effects of all convertible preferred shares, share options, restricted shares, subordinated convertible promissory note, convertible promissory notes, the secured guaranteed convertible promissory notes, warrants and option to purchase ordinary or preferred shares were excluded from the calculation of diluted earnings per share as their effect would have been anti-dilutive during the years ended December 31, 2014. |
Share-based compensation
Share-based compensation | 12 Months Ended |
Dec. 31, 2016 | |
Share-based compensation | |
Share-based compensation | 15. Share-based compensation Share options 2011 Share incentive plan On April 15, 2011, the Board of Directors approved the 2011 Share Incentive Plan (the "2011 Plan"), which is administered by the Board of Directors or any of its committees such as the Option Committee. Under the Plan, the Board of Directors may grant options to its employees, directors and consultants to purchase an aggregate of no more than 17,000,000 ordinary shares of the Company (the "Option Pool"). On June 29, 2012, March 28, 2013, August 10, 2014, October 6, 2014 and April 17, 2015, the Board of Directors approved the increase in the Option Pool to 19,000,000 ordinary shares, 24,600,000 ordinary shares, 27,100,000 ordinary shares, 30,560,432 ordinary shares and 43,560,432 ordinary shares, respectively. 2016 Share option and incentive plan On January 14, 2016, in connection with the IPO, the board of directors and shareholders of the Company approved the 2016 Share Option and Incentive Plan (the "2016 Plan"), which became effective on February 2, 2016. The Company initially reserved 65,029,595 ordinary shares for the issuance of awards under the 2016 Plan plus any shares available under the 2011 Plan and not subject to any outstanding options as of the effective date of the 2016 Plan. The 2016 Plan provides for an annual increase in the shares available for issuance thereunder, to be added on the first day of each fiscal year, beginning with the year ending December 31, 2017 and continuing until the expiration of the 2016 Plan, equal to the lesser of (i) five percent (5%) of the outstanding shares of the Company's common stock on the last day of the immediately preceding fiscal year or (ii) such number of shares determined by the board of director or the compensation committee. This number is subject to adjustment in the event of a share split, share dividend or other change in the Company's capitalization. In addition, options cancelled or forfeited under the 2011 Plan will also be available for issuance under the 2016 Plan. During the years ended December 31, 2015 and 2014, the Company granted 15,663,600 and 3,766,000 options to employees, as well as 1,950,000 and 125,000 options to non-employees under the 2011 Plan, respectively. In January 2016, the Company granted 1,685,152 options to employees and 732,000 options to consultants, with an exercise price of $1.85 per ordinary share under the 2011 Plan. On February 8, 2016, the Company granted 460,626 options with an exercise price of $2.43 per ordinary share under the 2016 Plan. On May 3, 2016, the Company granted 2,376,000 options with an exercise price of $2.05 per ordinary share and 475,000 restricted ordinary shares under the 2016 Plan. On October 12, 2016, the Company granted 20,000 and 10,400 options to employees under the 2016 Plan, with exercise price of $0.5 per share and $1.85 per share, respectively. For the period from July 1, 2016 through December 31, 2016, except for the 30,400 options granted on October 12, 2016 (mentioned above), the Company granted an aggregate of 30,764,961 options to employees, 2,872,080 options to consultants, and 600,000 restricted ordinary shares to employees, under the 2016 Plan, with an exercise price per ordinary share equal to 1 /13 of the closing price of the Company's ADS quoted on the NASDAQ Stock Exchange on the respective grant date. During the years ended December 31, 2016, 2015 and 2014, the Company granted nil, 11,400,500 and nil options to employees and nil, 3,800,167 and nil options to non-employees outside of the Company's 2011 Plan and 2016 Plan. Generally, options have a contractual term of 10 years and vest over a three- to five-year period, with the first tranche vesting one calendar year after the grant date or the service relationship start date and the remainder of the awards vesting on a monthly basis thereafter. Restricted shares vest over a four year period, with the first tranche vesting one calendar year after the grant date or the service relationship start date and the remainder of the awards vesting on a yearly basis thereafter. As of December 31, 2016, share-based awards to purchase 77,079,743 ordinary shares were outstanding and share-based awards to purchase 34,712,601 ordinary shares were available for future grant under the Plan. Modification On October 1, 2015 ("Modification Date"), a consultant surrendered 1,000,000 options in exchange for a reduction of the vesting period ("Modified Option Agreement"). The fair value of the options immediately after the modification was higher than that immediately before the modification. The total incremental compensation cost for the modification of $81 was recognized on Modification Date. Subsequently, on November 1, 2015 ("Date of the Change in Employment Status"), the consultant became an employee of the Company. Under the terms of the Modified Option Agreement, the individual retains the same vesting terms; hence, there is no modification to account for. The fair value of the options to the consultant has been re-measured on the Date of the Change in Employment Status and compensation charges have been accounted for prospectively over the remaining vesting period. Upon the completion of the Company's IPO on February 8, 2016, a consultant became a member of the Company's board of directors. Under the terms of the original option agreement, the individual retains the option grants on a change in status; hence, there is no modification to account for. The fair value of the options granted by the Company to the consultant has been re-measured as of February 8, 2016 and compensation charges have been accounted for prospectively over the remaining vesting period. There were no other modifications to the Company's share option arrangements for the periods presented. Employee share option The following table summarizes the Company's employee share option activities under the share option plan: Number of Weighted Weighted Weighted Aggregate $ $ Years $ Outstanding at December 31, 2015 — Granted — — Transferred from non-employee* — — — — Exercised — Forfeited — — Outstanding at December 31, 2016 — Exercisable as of December 31, 2016 — Vested or expected to vest at December 31, 2016 — * Represents share options of a consultant who became a member of the Company's board of directors on February 8, 2016, and thus this individual's options are treated as employee share options. The aggregate intrinsic value in the table above represents the difference between the fair value of Company's ordinary shares as at the balance sheet date and the exercise price. Total intrinsic value of options exercised for the years ended December 31, 2016, 2015 and 2014 was $1,350, $12,496 and $737, respectively. The total weighted average grant-date fair value of the equity awards granted during the years ended December 31, 2016, 2015 and 2014 were $1.60, $0.28 and $0.01 per option, respectively. The total fair value of the equity awards vested during the years ended December 31, 2016, 2015 and 2014 were $2,821, $72 and $87, respectively. As of December 31, 2016, there were $54,939 of total unrecognized employee share-based compensation expenses, net of estimated forfeitures, related to unvested share-based awards which are expected to be recognized over a weighted-average period of 3.45 years. Total unrecognized compensation cost may be adjusted for future changes in estimated forfeitures. Non-employee share option The following table summarizes the Company's non-employee share option activities under the share option plan: Number of Weighted Weighted Weighted Aggregate $ $ Years $ Outstanding at December 31, 2015 — Granted — — Transferred to employee* — — — — Exercised — Forfeited — — Outstanding at December 31, 2016 — Exercisable as of December 31, 2016 — Vested or expected to vest at December 31, 2016 — * Represents the share options of a consultant who became a member of the Company's board of directors on February 8, 2016, and thus this individual's options are treated as employee share options. The aggregate intrinsic value in the table above represents the difference between the fair value of Company's ordinary share as at the balance sheet date and the exercise price. Total intrinsic value of options exercised for the years ended December 31, 2016, 2015 and 2014 was $3, nil and $278, respectively. The total weighted average grant-date fair value of the equity awards granted during the years ended December 31, 2016, 2015 and 2014 were $1.63, $0.35 and $0.01 per option, respectively. The total fair value of the equity awards vested during the years ended December 31, 2016, 2015 and 2014 were $52, $578 and $251, respectively. As of December 31, 2016, there was $6,262 of total unrecognized non-employee share-based compensation expenses, net of estimated forfeitures, related to unvested share- based awards which are expected to be recognized over a weighted-average period of 3.25 years. Total unrecognized compensation cost may be adjusted for future changes in estimated forfeitures. Fair value of options The binomial option-pricing model was applied in determining the estimated fair value of the options granted. The model requires the input of highly subjective assumptions including the estimated expected stock price volatility and, the exercise multiple for which employees are likely to exercise share options. For expected volatilities, the trading history and observation period of the Company's own share price movement has not been long enough to match the life of the share option. Therefore, the Company has made reference to the historical price volatilities of ordinary shares of several comparable companies in the same industry as the Company. For the exercise multiple, the Company was not able to develop an exercise pattern as reference, thus the exercise multiple is based on management's estimation, which the Company believes is representative of the future exercise pattern of the options. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury Bills yield curve in effect at the time of grant. Prior to the completion of the Company's initial public offering, the estimated fair value of the ordinary shares, at the option grant dates, was determined with assistance from an independent third party valuation firm, and the Company's management was ultimately responsible for the determination of the estimated fair value of its ordinary shares. With the completion of the Company's initial public offering, a public trading market for the ADSs has been established, it is no longer necessary for the Company to estimate the fair value of ordinary shares at the option grant dates. The following table presents the assumptions used to estimate the fair values of the share options granted in the years presented: Year Ended December 31, 2016 2015 2014 Fair value of ordinary share 1.85 ~ 2.84 0.33 ~ 1.62 0.01 ~ 0.30 Risk-free interest rate 1.5% ~ 2.6% 1.5% ~ 2.4% 1.9% ~ 2.6% Expected exercise multiple 2.2 ~ 2.8 2.2 ~ 2.8 2.2 ~ 2.8 Expected volatility 98% ~ 102% 94% ~ 106% 99% ~ 104% Expected dividend yield 0% 0% 0% Contractual life 10 years 10 years 10 years Restricted stock The following table summarizes the Company's employee restricted stock activities: Numbers Weighted Average $ Outstanding at December 31, 2015 Granted Vested Forfeited — — Outstanding at December 31, 2016 Expected to vest at December 31, 2016 The Company had no non-employee restricted stock activities during the year ended December 31, 2016. As of December 31, 2016, there was $2,045 of total unrecognized share-based compensation expenses, net of estimated forfeitures, related to unvested restricted shares. The following table summarizes total compensation cost recognized for the years ended December 31, 2016, 2015 and 2014: Year Ended December 31, 2016 2015 2014 $ $ $ Research and development General and administrative Total |
Accumulated other comprehensive
Accumulated other comprehensive income | 12 Months Ended |
Dec. 31, 2016 | |
Accumulated other comprehensive income | |
Accumulated other comprehensive income | 16. Accumulated other comprehensive income The movement of accumulated other comprehensive income is as follows: Foreign Currency Unrealized Total $ $ $ Balance as of December 31, 2014 Other comprehensive income before reclassifications Amounts reclassified from accumulated other comprehensive income — Net-current period other comprehensive income Balance as of December 31, 2015 Other comprehensive income before reclassifications Amounts reclassified from accumulated other comprehensive income — Net-current period other comprehensive income Balance as of December 31, 2016 |
Shareholders' equity
Shareholders' equity | 12 Months Ended |
Dec. 31, 2016 | |
Shareholders' equity | |
Shareholders' equity | 17. Shareholders' equity Conversion of Preferred Shares and Senior Promissory Note Upon completion of the IPO, all outstanding Preferred Shares were converted into 199,990,641 ordinary shares and the related carrying value of $176,084 was reclassified from mezzanine equity to shareholders' equity. The outstanding unpaid principal and interest of the Senior Promissory Note were converted into 7,942,314 ordinary shares, computed at the initial public offering price of $1.85 per ordinary share and the related carrying value of $14,693 was reclassified from current liability to shareholders' equity. Exercise of warrants and option In January 2016 and February 2016, certain warrants in connection with the convertible promissory notes and short term notes were exercised to purchase 621,637 Preferred Shares, which were converted into 621,637 ordinary shares. On the IPO closing date, (i) the Company's landlord exercised its option to purchase 1,451,586 ordinary shares of the Company; (ii) Baker Bros. exercised their warrants to purchase 2,592,593 ordinary shares at an exercise price of $0.68 per share; and (iii) a senior executive exercised warrants to purchase 57,777 Preferred Shares at an exercise price of $0.68 per share, which were converted into 57,777 ordinary shares. Upon the exercise of the aforementioned option and warrants, except for Baker Bros.' warrants, which were initially classified in equity, the related carrying value totaling $3,687 was reclassified from current liabilities to shareholders' equity. |
Restricted net assets
Restricted net assets | 12 Months Ended |
Dec. 31, 2016 | |
Restricted net assets | |
Restricted net assets | 18. Restricted net assets The Company's ability to pay dividends may depend on the Company receiving distributions of funds from its PRC subsidiaries. Relevant PRC statutory laws and regulations permit payments of dividends by the Company's PRC subsidiaries only out of its retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. The results of operations reflected in the consolidated financial statements prepared in accordance with GAAP differ from those reflected in the statutory financial statements of the Company's PRC subsidiaries. In accordance with the company law of the PRC, a domestic enterprise is required to provide statutory reserves of at least 10% of its annual after-tax profit until such reserve has reached 50% of its respective registered capital based on the enterprise's PRC statutory accounts. A domestic enterprise is also required to provide discretionary surplus reserve, at the discretion of the Board of Directors, from the profits determined in accordance with the enterprise's PRC statutory accounts. The aforementioned reserves can only be used for specific purposes and are not distributable as cash dividends. The Company's PRC subsidiaries were established as domestic invested enterprises and therefore were subject to the above mentioned restrictions on distributable profits. During the years ended December 31, 2016, 2015 and 2014, no appropriation to statutory reserves was made because the PRC subsidiaries had substantial losses during such periods. As a result of these PRC laws and regulations including the requirement to make annual appropriations of at least 10% of after-tax income and set aside as general reserve fund prior to payment of dividends, the Company's PRC subsidiaries are restricted in their ability to transfer a portion of their net assets to the Company. Foreign exchange and other regulation in the PRC may further restrict the Company's PRC subsidiaries from transferring funds to the Company in the form of dividends, loans and advances. As of December 31, 2016 and 2015, amounts restricted are the net assets of the Company's PRC subsidiaries, which amounted to $9,955 and $3,383, respectively. |
Employee defined contribution p
Employee defined contribution plan | 12 Months Ended |
Dec. 31, 2016 | |
Employee defined contribution plan | |
Employee defined contribution plan | 19. Employee defined contribution plan Full time employees of the Company in the PRC participate in a government mandated defined contribution plan, pursuant to which certain pension benefits, medical care, employee housing fund and other welfare benefits are provided to employees. Chinese labor regulations require that the Company's PRC subsidiaries make contributions to the government for these benefits based on certain percentages of the employees' salaries. The Company has no legal obligation for the benefits beyond the contributions made. The total amounts for such employee benefits, which were expensed as incurred, were $2,148, $1,443 and $1,030 for the years ended December 31, 2016, 2015 and 2014, respectively. During the year ended December 31, 2016, the Company implemented a defined contribution 401(k) savings plan (the "401(k) Plan") for U.S. employees. The 401(k) Plan covers all U.S. employees, and allows participants to defer a portion of their annual compensation on a pretax basis. In addition, the Company implemented a matching contribution to the 401(k) Plan, matching 50% of an employee's contribution up to a maximum of 3% of the participant's compensation. Company contributions to the 401(k) plan totaled $0.1 million in the year ended December 31, 2016. The Company did not have a 401(k) matching contribution in 2015 or 2014. Employee benefits for the remaining subsidiaries were immaterial. |
Commitments and contingencies
Commitments and contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and contingencies | |
Commitments and contingencies | 20. Commitments and contingencies Operating lease commitments The Company leases office and manufacturing facilities under non-cancelable operating leases expiring on different dates in the United States and China. Payments under operating leases are expensed on a straight-line basis over the periods of their respective leases, and the terms of the leases do not contain rent escalation, contingent rent, renewal, or purchase options. There are no restrictions placed upon the Company by entering into these leases. Total expenses under these operating leases were $1,974, $1,136 and $940 for the years ended December 31, 2016, 2015 and 2014, respectively. Future minimum payments under non-cancelable operating leases consist of the following as of December 31, 2016: $ Year ending December 31: 2017 2018 2019 2020 2021 and thereafter On April 10, 2016, the Company entered into a Lease Agreement with Suzhou Industrial Park Biotech Development Co., Ltd. for an approximately 11,000 square meter facility for research and manufacturing use in Suzhou, China. The lease commenced on April 18, 2016 and will expire on July 17, 2021. The initial rent, the payment of which commenced on July 18, 2016, is RMB 281 per month, plus service charges of RMB 65 per month and other fees for use of the premises, including water costs and electricity. The service charges will remain unchanged for the first three years and the increasing range thereafter will not exceed 5% of the previous yearly service charges. Suzhou Industrial Park Administrative Committee will pay full monthly rent for the first three years and 50% of the monthly rent for the following two years. Capital commitments The Company had capital commitments amounting to $4,527 for the acquisition of property, plant and equipment as of December 31, 2016, which was mainly for building BeiGene Suzhou's manufacturing facility in Suzhou, China. |
Selected quarterly financial da
Selected quarterly financial data (unaudited) | 12 Months Ended |
Dec. 31, 2016 | |
Selected quarterly financial data (unaudited) | |
Selected quarterly financial data (unaudited) | 21. Selected quarterly financial data (unaudited) The following table summarizes the unaudited statements of operations for each quarter of 2016 and 2015 (in thousands except share and per share amounts). The unaudited quarterly information has been prepared on a basis consistent with the audited financial statements and includes all adjustments that the Company considers necessary for a fair presentation of the information shown. The operating results for any fiscal quarter are not necessarily indicative of the operating results for a full fiscal year or for any future period and there can be no assurances that any trend reflected in such results will continue in the future. Quarter Ended March 31 June 30 September 30 December 31 2016 Revenue — — Loss from operations ) ) ) ) Net loss ) ) ) ) Net loss attributable to ordinary shareholders ) ) ) ) Basic and diluted net loss per share(1) ) ) ) ) Quarter Ended March 31 June 30 September 30 December 31 2015 Revenue Loss from operations ) ) ) ) Net loss ) ) ) ) Net loss attributable to ordinary shareholders ) ) ) ) Basic and diluted net loss per share(1) ) ) ) ) (1) Per common share amounts for the quarters and full years have been calculated separately. Accordingly, the sum of quarterly amounts may not equal the annual amount because of differences in the weighted average common shares outstanding during each period, principally due to the effect of share issuances by the Company during the year. |
Subsequent events
Subsequent events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent events | |
Subsequent events | 22. Subsequent events Manufacturing Facility in Guangzhou On March 7, 2017, BeiGene (Hong Kong) Co., Limited ("BeiGene HK"), a wholly owned subsidiary of the Company, and Guangzhou GET Technology Development Co., Ltd. ("GET"), entered into a definitive agreement to establish a commercial scale biologics manufacturing facility in Guangzhou, Guangdong Province, PRC. The joint venture, (the "JV Company"), BeiGene Biologics Co., Ltd., will also provide funding for research and development of biologic drug candidates in the PRC. Under the terms of the Equity Joint Venture Contract, BeiGene HK will make an initial cash capital contribution of RMB200,000 and a subsequent contribution of one or more biologics assets in exchange for a 95% equity interest in the JV Company. GET will provide a total of RMB1,000,000 cash to the JV Company including a 5% equity interest in the JV Company and a shareholder loan (the "Shareholder Loan") to the JV Company. The term of the Shareholder Loan is 72 calendar months, commencing from the actual draw down date indicated in the receipt of the Shareholder Loan, which has not yet occurred. Interest accrues at 8% per annum. No accrued interest is due and payable prior to the repayment of the principal or the debt-to-equity conversion. The Shareholder Loan may be prepaid or converted in full or partially into a mid-single digit percentage equity interest in the JV Company prior to its maturity date pursuant to the terms of the JV Agreement upon the achievement of certain regulatory milestones. The Shareholder Loan can only be used for the JV Company, including the construction and operation of the biologics manufacturing facility and research and development and clinical trials to be carried out by the JV Company. If the JV Company does not use the Shareholder Loan proceeds for the specified purposes, GET may be entitled to certain liquidated damages. In the event of an early termination of the JV Agreement, the Shareholder Loan will become due and payable at the time of termination of the JV Agreement. Under the terms of the Capital Increase Agreement, BeiGene HK will contribute RMB200,000 as cash capital contributions over a three-year period commencing March 31, 2017. GET will contribute its full cash contribution, including the Shareholder Loan, not later than March 31, 2017. The JV Company will establish a biologics manufacturing facility in Guangzhou (the "Factory") through a wholly-owned subsidiary (the "Factory Sub") to manufacture biologics, with a registered capital of RMB1,000,000. The Factory Sub expects to acquire at least 100,000 square meters of land for the Factory in the Sino-Singapore Guangzhou Knowledge City and borrow RMB1,000,000 in the form of a commercial bank loan for the purpose of the construction and operation of the Factory and expects to receive certain interest subsidies for commercial loan interest payment(s), subject to limitation. Collaboration with Merck KGaA, Darmstadt Germany In March 2017, the Company regained the worldwide rights to BGB-283 after Merck KGaA, Darmstadt Germany informed the Company it will not exercise the Continuation Option in its former exclusive license to commercialize and manufacture BGB-283 outside of China. |
Summary of significant accoun32
Summary of significant accounting policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Summary of significant accounting policies | |
Basis of presentation and principles of consolidation | Basis of presentation and principles of consolidation The consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP"). The consolidated financial statements include the financial statements of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and balances between the Company and its wholly-owned subsidiaries are eliminated upon consolidation. |
Use of estimates | Use of estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Areas where management uses subjective judgment include, but are not limited to, estimating the useful lives of long-lived assets, identifying separate accounting units and estimating the best estimate of selling price of each deliverable in the Company's revenue arrangements, assessing the impairment of long-lived assets, share-based compensation expenses, realizability of deferred tax assets and the fair value of financial instruments. Management bases the estimates on historical experience and various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from these estimates. |
Functional Currency and Foreign Currency Translation | Functional Currency and Foreign Currency Translation Functional Currency The determination of the respective functional currency is based on the criteria of Accounting Standard Codification ("ASC") 830, Foreign Currency Matters . The functional currency of the Company, BeiGene AUS Pty Ltd., BeiGene (Hong Kong) Co., Limited, BeiGene 101 Ltd and BeiGene (USA) is the United States dollar ("$" or "U.S. dollar"). The Company's PRC subsidiaries determined their functional currencies to be RMB. The Company uses the U.S. dollar as its reporting currency. Foreign Currency Translation For subsidiaries whose functional currencies are not the U.S. dollar, the Company uses the average exchange rate for the year and the exchange rate at the balance sheet date, to translate the operating results and financial position to U.S. dollar, the reporting currency, respectively. Translation differences are recorded in accumulated other comprehensive income/(loss), a component of shareholders' equity/deficit. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing on the transaction dates. Foreign currency denominated financial assets and liabilities are remeasured at the exchange rates prevailing at the balance sheet date. Exchange gains and losses are included in the consolidated statements of comprehensive loss. |
Cash and cash equivalents | Cash and cash equivalents Cash and cash equivalents consist of cash on hand and bank deposits, which are unrestricted as to withdrawal and use. The Company considers all highly liquid investments with an original maturity date of three months or less at the date of purchase to be cash equivalents. Cash equivalents which consist primarily of money market funds are stated at fair value. |
Short-term investments | Short-term investments Short-term debt investments held to maturity are carried at amortized cost when the Company has the ability and positive intent to hold these securities until maturity. When the Company does not have the ability or positive intent to hold short-term debt investments until maturity, these securities are classified as available-for-sale. None of the Company's fixed maturity securities met the criteria for held-to-maturity classification at December 31, 2016 and 2015. Available-for-sale securities are stated at fair value, with the unrealized gains and losses, net of tax, reported in other comprehensive income/loss. The net carrying value of debt securities classified as available-for-sale is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization is computed using the effective interest method and included in interest income. Interest and dividends are included in interest income. When the fair value of a debt security classified as available-for-sale is less than its amortized cost, the Company assesses whether or not: (i) it has the intent to sell the security or (ii) it is more likely than not that the Company will be required to sell the security before its anticipated recovery. If either of these conditions is met, the Company must recognize an other-than-temporary impairment through earnings for the difference between the debt security's amortized cost basis and its fair value. No impairment losses were recorded for any periods presented. The cost of securities sold is based on the specific identification method. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets as follows: Useful Life Office Equipment 5 years Electronic Equipment 3 years Laboratory Equipment 3 to 5 years Computer Software 3 to 5 years Leasehold Improvements Lesser of useful life or lease term |
Impairment of long-lived assets | Impairment of long-lived assets Long-lived assets are reviewed for impairment in accordance with authoritative guidance for impairment or disposal of long-lived assets. Long-lived assets are reviewed for events or changes in circumstances, which indicate that their carrying value may not be recoverable. Long-lived assets are reported at the lower of carrying amount or fair value less cost to sell. For the years ended December 31, 2016, 2015 and 2014, there was no impairment of the value of the Company's long-lived assets. |
Fair value measurements | Fair value measurements Fair value of financial instruments Financial instruments of the Company primarily include cash and cash equivalents, short-term investments, long-term bank loan, accounts payable, senior promissory note, convertible preferred shares, and warrants and option liabilities. As of December 31, 2016 and 2015, the carrying values of cash and cash equivalents and accounts payable approximated their fair values due to the short-term maturity of these instruments. The short-term investments represented the available-for-sale debt securities which are recorded at fair value based on quoted prices in active markets with unrealized gain or loss recorded in other comprehensive income or loss. The long-term bank loan approximates its fair value due to the fact that the related interest rate approximates the rate currently offered by financial institutions for similar debt instrument of comparable maturities. The warrants and option liabilities were recorded at fair value as determined on the respective issuance dates and subsequently adjusted to the fair value at each reporting date. The senior promissory note and convertible preferred shares were initially recorded at issue price net of issuance costs. Prior to the exercise dates, the Company determined the fair values of the warrants and option liabilities with the assistance of an independent third party valuation firm. On the exercise dates, the Company determined the fair values of the warrants and option liabilities using the intrinsic value, which equals to the difference between the share price at the IPO closing date and the exercise price, as the exercise dates were immediately prior to or very close to the IPO closing date. The Company applies ASC topic 820 ("ASC 820"), Fair Value Measurements and Disclosures, in measuring fair value. ASC 820 defines fair value, establishes a framework for measuring fair value and requires disclosures to be provided on fair value measurement. ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1—Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2—Include other inputs that are directly or indirectly observable in the marketplace. Level 3—Unobservable inputs which are supported by little or no market activity. ASC 820 describes three main approaches to measuring the fair value of assets and liabilities: (1) market approach; (2) income approach and (3) cost approach. The market approach uses prices and other relevant information generated from market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to convert future amounts to a single present value amount. The measurement is based on the value indicated by current market expectations about those future amounts. The cost approach is based on the amount that would currently be required to replace an asset. Financial instruments measured at fair value on a recurring basis The following tables set forth assets and liabilities measured at fair value on a recurring basis as of December 31, 2016 and 2015: As of December 31, 2016 Quoted Price Significant Significant $ $ $ Available-for-sale securities (note 3): U.S. Treasury securities — — Cash equivalents Money market funds — — As of December 31, 2015 Quoted Price Significant Significant $ $ $ Available-for-sale securities (note 3): Corporate fixed income bonds — — U.S. treasury securities — — Municipal bonds — — Option to purchase shares by rental deferral (note 8) — — Warrants in connection with the convertible promissory notes (note 8) — — Warrants and option fair value estimation on the exercise dates The warrants in connection with the convertible promissory notes and the option to purchase shares by rental deferral were exercised in January and February 2016. The Company determined the exercise date fair value of the warrants and option using significant other observable inputs (Level 2). The fair values of the warrants and option liabilities were estimated using the intrinsic value, which equals to the difference between the share price at the IPO closing date and the exercise price, as the exercise dates were immediately prior to or very close to the IPO closing date. Warrants and option fair value estimation prior to the exercise dates Prior to the exercise dates, the Company measured the warrants in connection with the convertible promissory notes and the option to purchase shares by rental deferral at fair value on a recurring basis using significant unobservable inputs (Level 3). As of December 31, 2015, the significant unobservable inputs used in the fair value measurement and the corresponding impacts to the fair values are presented below: Financial Instrument Valuation Techniques Unobservable Inputs Estimation Option to purchase shares by rental deferral Invested capital value allocation by Black-Scholes option pricing model Invested capital value $665,213 Volatility for invested capital value allocation 83% Volatility for Black-Scholes option pricing model 69% - 83% Discount for lack of marketability ("DLOM") 11% Warrants in connection with the convertible promissory notes Invested capital value allocation by Black-Scholes option pricing model Invested capital value $665,213 Volatility for invested capital value allocation 83% Volatility for Black-Scholes option pricing model 69% - 83% DLOM 11% The following tables present a reconciliation of the warrants and option liabilities for the years ended December 31, 2016. Warrant and $ Balance as of December 31, 2015 Recognized during the year — Unrealized loss Settlement ) Balance as of December 31, 2016 — The amount of total unrealized loss for the year ended December 31, 2016 included in losses ) Realized and unrealized gain or loss for the years ended December 31, 2016, 2015 and 2014 was recorded as "Changes in fair value of financial instruments" in the consolidated statements of operations. |
Revenue recognition | Revenue recognition The Company recognizes revenues from research and development collaborative arrangements when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the fee is fixed or determinable, and there is reasonable assurance that the related amounts are collectible in accordance with ASC 605, Revenue Recognition ("ASC 605"). The Company's collaborative arrangements may contain multiple elements, including grants of licenses to intellectual property rights, agreement to provide research and development services and other deliverables. The deliverables under such arrangements are evaluated under ASC 605-25, Multiple-Element Arrangements. Pursuant to ASC 605-25, each required deliverable is evaluated to determine whether it qualifies as a separate unit of accounting based on whether the deliverable has "stand-alone value" to the customer. The collaborative arrangements do not include a right of return for any deliverable. The arrangement's consideration that is fixed or determinable, excluding contingent payments, is then allocated to each separate unit of accounting based on the relative selling price of each deliverable. The relative selling price for each deliverable is determined using vendor specific objective evidence ("VSOE") of selling price or third party evidence ("TPE") of selling price if VSOE does not exist. If neither VSOE nor TPE exists, the Company uses the best estimate of the selling price ("BESP") for the deliverable. In general, the consideration allocated to each unit of accounting is recognized as the related goods or services are delivered, limited to the consideration that is not contingent upon future deliverables. Non-refundable payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as advances from customers. Upfront non-refundable payments for licensing the Company's intellectual property are evaluated to determine if the licensee can obtain stand-alone value from the license separate from the value of the research and development services and other deliverables in the arrangement to be provided by the Company. The Company acts as the principal under its arrangements and licensing intellectual property is part of its ongoing major or central operations. The license right is not contingent upon the delivery of additional items or meeting other specified performance conditions. Therefore, when stand-alone value of the license is determinable, the allocated consideration is recognized as collaboration revenue upon delivery of the license rights. As the Company acts as the principal under its arrangements, and research and development services are also part of its ongoing major or central operations, it recognizes the allocated consideration related to reimbursements of research and development costs as collaboration revenue when delivery or performance of such services occurs. Product development, royalties and commercial event payments (collectively, "target payments") under collaborative arrangements are triggered either by the results of the Company's research and development efforts, achievement of regulatory goals or by specified sales results by a third party collaborator. Under ASC 605-28, Milestone Method of Revenue Recognition, an accounting policy election can be made to recognize a payment that is contingent upon the achievement of a substantive milestone in its entirety in the period in which the milestone is achieved. The Company elected not to adopt the milestone method of revenue recognition under ASC 605-28. Targets related to the Company's development-based activities may include initiation of various phases of clinical trials and applications and acceptance for product approvals by regulatory agencies. Due to the uncertainty involved in meeting these development-based targets, the Company would account for development-based targets as collaboration revenue upon achievement of the respective development target. Royalties based on reported sales of licensed products will be recognized as collaboration revenue based on contract terms when reported sales are reliably measurable and collectability is reasonably assured. Targets related to commercial activities may be triggered upon events such as first commercial sale of a product or when sales first achieve a defined level. Since these targets would be achieved after the completion of the Company's development activities, the Company would account for the commercial event targets in the same manner as royalties, with collaboration revenue recognized upon achievement of the target. To date, none of the products have been approved. Hence, no revenue has been recognized related to royalties or commercial event based targets in any of the periods presented. Any subsequent payments to be made to the collaborator such as profit sharing payments based on net sales that are not related to research and development services would be recorded as expenses from the collaborative arrangement. To date, no payments have been made to the collaborator. |
Research and development expenses | Research and development expenses Research and development expenses represent costs associated with the collaborative arrangements, which primarily include (i) payroll and related costs (including share-based compensation) associated with research and development personnel, (ii) costs related to clinical trials and preclinical testing of the Company's technologies under development, (iii) costs to develop the product candidates, including raw materials and supplies, product testing, depreciation, and facility related expenses, (iv) expenses for research services provided by universities and contract laboratories, including sponsored research funding, and (v) other research and development expenses. Research and development expenses are charged to expense as incurred when these expenditures relate to the Company's research and development services and have no alternative future uses. Clinical trial costs are a significant component of the Company's research and development expenses. The Company has a history of contracting with third parties that perform various clinical trial activities on behalf of the Company in the ongoing development of the Company's product candidates. Expenses related to clinical trials are accrued based on the Company's estimates of the actual services performed by the third parties for the respective period. If the contracted amounts are modified (for instance, as a result of changes in the clinical trial protocol or scope of work to be performed), the Company will modify the related accruals accordingly on a prospective basis. Revisions in the scope of a contract are charged to expense in the period in which the facts that give rise to the revision become reasonably certain. There were no material adjustments for a change in estimate to research and development expenses in the accompanying consolidated financial statements for the years ended December 31, 2016, 2015 and 2014. |
Government grants | Government grants Government financial incentives that involve no conditions or continuing performance obligations of the Company are recognized as other non-operating income upon receipt. |
Leases | Leases Leases are classified at the inception date as either a capital lease or an operating lease. The Company assesses a lease to be a capital lease if any of the following conditions exist: a) ownership is transferred to the lessee by the end of the lease term, b) there is a bargain purchase option, c) the lease term is at least 75% of the property's estimated remaining economic life or d) the present value of the minimum lease payments at the beginning of the lease term is 90% or more of the fair value of the leased property to the lessor at the inception date. A capital lease is accounted for as if there was an acquisition of an asset and an incurrence of an obligation at the inception of the lease. The Company has no capital leases for the years presented. All other leases are accounted for as operating leases wherein rental payments are expensed on a straight-line basis over the periods of their respective lease terms. The Company leases office space, employee accommodation and manufactory space under operating lease agreements. Certain of the lease agreements contain rent holidays. Rent holidays are considered in determining the straight-line rent expense to be recorded over the lease term. The lease term begins on the date of initial possession of the lease property for purposes of recognizing lease expense on straight-line basis over the term of the lease. |
Comprehensive loss | Comprehensive loss Comprehensive loss is defined as the changes in equity of the Company during a period from transactions and other events and circumstances excluding transactions resulting from investments by owners and distributions to owners. Among other disclosures, ASC 220, Comprehensive Income , requires that all items that are required to be recognized under current accounting standards as components of comprehensive loss be reported in a financial statement that is displayed with the same prominence as other financial statements. For each of the periods presented, the Company's comprehensive loss includes net loss, foreign currency translation adjustments and unrealized holding losses associated with the available-for-sale securities, and is presented in the consolidated statements of comprehensive loss. |
Stock-based compensation | Stock-based compensation Awards granted to employees The Company applies ASC 718, Compensation—Stock Compensation ("ASC 718"), to account for its employee share-based payments. In accordance with ASC 718, the Company determines whether an award should be classified and accounted for as a liability award or equity award. All the Company's grants of share-based awards to employees were classified as equity awards and are recognized in the financial statements based on their grant date fair values. Specifically, the grant date fair value of share options are calculated using an option pricing model. The Company has elected to recognize compensation expense using the straight-line method for all employee equity awards granted with graded vesting based on service conditions provided that the amount of compensation cost recognized at any date is at least equal to the portion of the grant-date value of the options that are vested at that date. The Company uses the accelerated method for all awards granted with graded vesting based on performance conditions. To the extent the required vesting conditions are not met resulting in the forfeiture of the share-based awards, previously recognized compensation expense relating to those awards are reversed. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in the subsequent period if actual forfeitures differ from initial estimates. Forfeiture rates are estimated based on historical and future expectations of employee turnover rates and are adjusted to reflect future changes in circumstances and facts, if any. Share-based compensation expense is recorded net of estimated forfeitures such that expense is recorded only for those share-based awards that are expected to vest. To the extent the Company revises these estimates in the future, the share-based payments could be materially impacted in the period of revision, as well as in following periods. The Company, with the assistance of an independent third party valuation firm, determined the fair value of the stock options granted to employees. The binomial option pricing model was applied in determining the estimated fair value of the options granted to employees. Awards granted to non-employees The Company has accounted for equity instruments issued to non-employees in accordance with the provisions of ASC 718 and ASC 505, Equity . All transactions in which goods or services are received in exchange for equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date of the fair value of the equity instrument issued is the date on which the counterparty's performance is completed as there is no associated performance commitment. The expense is recognized in the same manner as if the Company had paid cash for the services provided by the non-employees in accordance with ASC 505-50, Equity-based payments to non-employees . Modification of awards A change in any of the terms or conditions of the awards is accounted for as a modification of the award. Incremental compensation cost is measured as the excess, if any, of the fair value of the modified award over the fair value of the original award immediately before its terms are modified, measured based on the fair value of the awards and other pertinent factors at the modification date. For vested awards, the Company recognizes incremental compensation cost in the period the modification occurs. For unvested awards, the Company recognizes over the remaining requisite service period, the sum of the incremental compensation cost and the remaining unrecognized compensation cost for the original award on the modification date. If the fair value of the modified award is lower than the fair value of the original award immediately before modification, the minimum compensation cost the Company recognizes is the cost of the original award. |
Derivative instruments | Derivative instruments ASC 815, Derivatives and Hedging, requires all contracts which meet the definition of a derivative to be recognized in the consolidated financial statements as either assets or liabilities and recorded at fair value. Changes in the fair value of derivative financial instruments are either recognized periodically in income/loss or in shareholders' deficit as a component of other comprehensive income depending on the use of the derivative and whether it qualifies for hedge accounting. Changes in fair values of derivatives not qualified as hedges are reported in the consolidated statements of operations. The estimated fair values of derivative instruments are determined at discrete points in time based on the relevant market information. These estimates are calculated with reference to the market rates using industry standard valuation techniques with the assistance of an independent third party valuation firm. |
Income taxes | Income taxes The Company uses the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and the tax bases of assets and liabilities and are measured using enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. In November 2015, the FASB issued Accounting Standards Update 2015-17, Balance Sheet Classification of Deferred Taxes , which requires deferred income tax assets and liabilities to be classified as non-current in a classified balance sheet, and eliminates the prior guidance, which required an entity to separate deferred tax assets and liabilities into a current amount and a non-current amount in a classified balance sheet. The Company changed the manner in which it classifies deferred tax assets and liabilities retrospectively from the fourth quarter of 2016 due to the early adoption of Accounting Standards Update 2015-17. The adoption of this guidance has no impact on prior year balances as current deferred tax assets and liabilities are both nil as of December 31, 2015. The Company evaluates its uncertain tax positions using the provisions of ASC 740, Income Taxes , which requires that realization of an uncertain income tax position be recognized in the financial statements. The benefit to be recorded in the financial statements is the amount most likely to be realized assuming a review by tax authorities having all relevant information and applying current conventions. It is the Company's policy to recognize interest and penalties related to unrecognized tax benefits, if any, as a component of income tax expense. |
Loss per share | Loss per share Loss per share is calculated in accordance with ASC 260, Earnings per Share . Basic loss per ordinary share is computed by dividing net loss attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period using the two-class method. Under the two-class method, net income is allocated between ordinary shares and participating securities based on dividends declared (or accumulated) and participating rights in undistributed earnings as if all the earnings for the reporting period had been distributed. The Company's convertible preferred shares and restricted stock are participating securities because they have contractual rights to share in the profits of the Company. However, both the convertible preferred shares and restricted stock do not have contractual rights and obligations to share in the losses of the Company. For the periods presented herein, the computation of basic loss per share using the two-class method is not applicable as the Company is in a net loss position. Diluted loss per share is calculated by dividing net loss attributable to ordinary shareholders as adjusted for the effect of dilutive ordinary equivalent shares, if any, by the weighted average number of ordinary and dilutive ordinary equivalent shares outstanding during the period. Ordinary equivalent shares consist of the ordinary shares issuable upon the conversion of the Company's convertible preferred shares using the if-converted method, and ordinary shares issuable upon the conversion of the share options and unvested restricted stock, using the treasury stock method. Ordinary share equivalents are excluded from the computation of diluted loss per share if their effects would be anti-dilutive. Basic and diluted loss per ordinary share is presented in the Company's consolidated statements of operations. |
Segment information | Segment information In accordance with ASC 280, Segment Reporting , the Company's chief operating decision maker, the Chief Executive Officer, reviews the consolidated results when making decisions about allocating resources and assessing performance of the Company as a whole and hence, the Company has only one reportable segment. The Company does not distinguish between markets or segments for the purpose of internal reporting. As the Company's long-lived assets and revenue are substantially located in and derived from the PRC, no geographical segments are presented. |
Concentration of risks | Concentration of risks Concentration of credit risk Financial instruments that are potentially subject to credit risk consist of cash and cash equivalents and short-term investments. The carrying amounts of cash and cash equivalents and short-term investments represent the maximum amount of loss due to credit risk. As of December 31, 2016 and 2015, $87,514 and $17,869 were deposited with various major reputable financial institutions located in the PRC and international financial institutions outside of the PRC. The deposits placed with financial institutions are not protected by statutory or commercial insurance. In the event of bankruptcy of one of these financial institutions, the Company may be unlikely to claim its deposits back in full. Management believes that these financial institutions are of high credit quality and continually monitors the credit worthiness of these financial institutions. As of December 31, 2016 and 2015, the Company had debt security investments amounting to $280,660 and $82,617, respectively. At December 31, 2016, the Company's debt security investments comprised primarily of U.S. treasury securities. The Company believes that U.S. treasury securities are of high credit quality and continually monitors the credit worthiness of these institutions. Customer concentration risk For the years ended December 31, 2016, 2015 and 2014, substantially all of the Company's revenue has been generated solely from one customer, Merck KGaA, Darmstadt Germany. Business, customer, political, social and economic risks The Company participates in a dynamic high technology industry and believes that changes in any of the following areas could have a material adverse effect on the Company's future financial position, results of operations or cash flows: changes in the overall demand for services and products; competitive pressures due to new entrants; advances and new trends in new technologies and industry standards; changes in clinical research organizations; changes in certain strategic relationships or customer relationships; regulatory considerations; copyright regulations; and risks associated with the Company's ability to attract and retain employees necessary to support its growth. The Company's operations could be also adversely affected by significant political, economic and social uncertainties in the PRC. Currency convertibility risk A majority of the Company's expenses and a significant portion of the Company's assets and liabilities are denominated in RMB. On January 1, 1994, the PRC government abolished the dual rate system and introduced a single rate of exchange as quoted daily by the People's Bank of China (the "PBOC"). However, the unification of the exchange rates does not imply that the RMB may be readily convertible into U.S. dollar or other foreign currencies. All foreign exchange transactions continue to take place either through the PBOC or other banks authorized to buy and sell foreign currencies at the exchange rates quoted by the PBOC. Approvals of foreign currency payments by the PBOC or other institutions require submitting a payment application form together with suppliers' invoices, shipping documents and signed contracts. Additionally, the value of the RMB is subject to changes in central government policies and international economic and political developments affecting supply and demand in the PRC foreign exchange trading system market. Foreign currency exchange rate risk From July 21, 2005, the RMB is permitted to fluctuate within a narrow and managed band against a basket of certain foreign currencies. For RMB against U.S. dollar, there was depreciation of approximately 6.3%, 4.4% and 2.4% in the year ended December 31, 2016, 2015 and 2014. It is difficult to predict how market forces or PRC or U.S. government policy may impact the exchange rate between the RMB and the U.S. dollar in the future. To the extent that the Company needs to convert U.S. dollar into RMB for capital expenditures and working capital and other business purposes, appreciation of RMB against U.S. dollar would have an adverse effect on the RMB amount the Company would receive from the conversion. Conversely, if the Company decides to convert RMB into U.S. dollar for the purpose of making payments for dividends on ordinary shares, strategic acquisitions or investments or other business purposes, appreciation of U.S. dollar against RMB would have a negative effect on the U.S. dollar amount available to the Company. In addition, a significant depreciation of the RMB against the U.S. dollar may significantly reduce the U.S. dollar equivalent of the Company's earnings or losses. |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation. |
Recent accounting pronouncements | Recent accounting pronouncements In August 2015, the FASB issued Accounting Standards Update ("ASU") No. 2015-14, Revenue from Contracts with Customers-Deferral of the effective date ("ASU 2015-14"). The amendments in ASU 2015-14 defer the effective date of ASU No. 2014-09, Revenue from Contracts with Customers, ("ASU 2014-09"), issued in May 2014. According to the amendments in ASU 2015-14, the new revenue guidance ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. In March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers — Principal versus Agent Considerations ("ASU 2016-08"), which clarifies the implementation guidance on principal versus agent considerations. In April 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customers — Identifying Performance Obligations and Licensing ("ASU 2016-10"), which clarify guidance related to identifying performance obligations and licensing implementation guidance contained in ASU No. 2014-09. In May 2016, the FASB issued ASU No. 2016-12, Revenue from Contracts with Customers — Narrow-Scope Improvements and Practical Expedients ("ASU 2016-12"), which addresses narrow-scope improvements to the guidance on collectability, non-cash consideration, and completed contracts at transition and provides practical expedients for contract modifications at transition and an accounting policy election related to the presentation of sales taxes and other similar taxes collected from customers. The effective date for the amendment in ASU 2016-08, ASU 2016-10 and ASU 2016-12 are the same as the effective date of ASU No. 2014-09. The Company will adopt the new standard under the modified retrospective approach, effective January 1, 2018, and is in the process of evaluating its collaboration agreements with Merck KGaA, Darmstadt Germany to determine the impact the adoption of these ASUs has on its consolidated financial statements, if any. In February 2016, the FASB issued ASU No. 2016-02, Leases , which requires lessees to recognize assets and liabilities related to lease arrangements longer than 12 months on the balance sheet. This standard also requires additional disclosures by lessees and contains targeted changes to accounting by lessors. The updated guidance is effective for interim and annual periods beginning after December 15, 2018, and early adoption is permitted. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee have not significantly changed from previous GAAP. The Company is currently evaluating the impact on its financial statements of adopting this guidance. In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting ("ASU 2016-09"). The amendments in ASU 2016-09 simplify several aspects of the accounting for employee share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. For public business entities, ASU 2016-09 is effective for annual periods beginning after December 15, 2016 and interim periods within those annual periods. The Company does not expect the implementation of this standard to materially impact its future stock-based compensation expense. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses ("ASU 2016-13"). The amendments in ASU 2016-13 update guidance on reporting credit losses for assets held at amortized cost basis and available-for-sale debt securities. These amendments affect loans, debt securities, trade receivables, net investments in leases, off balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. For public business entities that are U.S. SEC filers, ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The Company is currently evaluating the method of adoption to be utilized and it cannot currently estimate the financial statement impact of adoption. In August 2016, the FASB issued ASU No. 2016-15, Statement of cash flows—Classification of Certain Cash Receipts ("ASU 2016-15"). The amendments in ASU 2016-15 addresses eight specific cash flow issues, including debt prepayment or debt extinguishment costs, settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims; proceeds from the settlement of corporate-owned life insurance policies (COLIs) (including bank-owned life insurance policies (BOLIs)), distributions received from equity method investees, beneficial interests in securitization transactions and separately identifiable cash flows and application of the predominance principle. For public business entities that are U.S. SEC filers, ASU 2016-15 is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company is currently evaluating the method of adoption to be utilized and it cannot currently estimate the financial statement impact of adoption. In October 2016, the FASB issued ASU No. 2016-16, Income taxes—Intra-entity transfers of assets other than inventory ("ASU 2016-16"). The amendments in ASU 2016-16 require that entities recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The amendments in ASU 2016-16 do not change GAAP for the pre-tax effects of an intra-entity asset transfer under Topic 810, Consolidation, or for an intra-entity transfer of inventory. For public business entities that are U.S. SEC filers, ASU 2016-16 is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company is currently evaluating the method of adoption to be utilized and it cannot currently estimate the financial statement impact of adoption. |
Organization (Tables)
Organization (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Organization | |
Schedule of the Company's subsidiaries | As at December 31, 2016, the Company's subsidiaries are as follows: Name of Company Place of Date of Percentage of Principal BeiGene (Hong Kong) Co., Limited. Hong Kong November 22, 2010 Investment holding BeiGene (Beijing) Co., Ltd. ("BeiGene Beijing") The People's Republic of China ("PRC" or "China") January 24, 2011 Medical and pharmaceutical research BeiGene AUS Pty Ltd. Australia July 15, 2013 Clinical trial activities BeiGene 101 Ltd. Cayman Islands August 30, 2012 Medical and pharmaceutical research BeiGene (Suzhou) Co., Ltd. ("BeiGene (Suzhou)") PRC April 9, 2015 Medical and pharmaceutical research BeiGene USA, Inc. ("BeiGene (USA)") United States July 8, 2015 Clinical trial activities BeiGene (Shanghai) Co., Ltd. ("BeiGene (Shanghai)") PRC September 11, 2015 Medical and pharmaceutical research |
Summary of significant accoun34
Summary of significant accounting policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Summary of significant accounting policies | |
Schedule of property and equipment estimated useful lives | Useful Life Office Equipment 5 years Electronic Equipment 3 years Laboratory Equipment 3 to 5 years Computer Software 3 to 5 years Leasehold Improvements Lesser of useful life or lease term |
Summary of assets and liabilities measured at fair value on a recurring basis | As of December 31, 2016 Quoted Price Significant Significant $ $ $ Available-for-sale securities (note 3): U.S. Treasury securities — — Cash equivalents Money market funds — — As of December 31, 2015 Quoted Price Significant Significant $ $ $ Available-for-sale securities (note 3): Corporate fixed income bonds — — U.S. treasury securities — — Municipal bonds — — Option to purchase shares by rental deferral (note 8) — — Warrants in connection with the convertible promissory notes (note 8) — — |
Schedule of significant unobservable inputs used in the fair value measurement and the corresponding impacts to the fair values | As of December 31, 2015, the significant unobservable inputs used in the fair value measurement and the corresponding impacts to the fair values are presented below: Financial Instrument Valuation Techniques Unobservable Inputs Estimation Option to purchase shares by rental deferral Invested capital value allocation by Black-Scholes option pricing model Invested capital value $665,213 Volatility for invested capital value allocation 83% Volatility for Black-Scholes option pricing model 69% - 83% Discount for lack of marketability ("DLOM") 11% Warrants in connection with the convertible promissory notes Invested capital value allocation by Black-Scholes option pricing model Invested capital value $665,213 Volatility for invested capital value allocation 83% Volatility for Black-Scholes option pricing model 69% - 83% DLOM 11% |
Schedule of reconciliation of the warrants and option liabilities | Warrant and $ Balance as of December 31, 2015 Recognized during the year — Unrealized loss Settlement ) Balance as of December 31, 2016 — The amount of total unrealized loss for the year ended December 31, 2016 included in losses |
Short-term investments (Tables)
Short-term investments (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Short-term investments | |
Schedule of short-term investments | Short-term investments as of December 31, 2016 consist of the following available-for-sale exchange-traded debt securities: Amortized Gross Gross Fair Value $ $ $ $ U.S. Treasury securities — Total — Short-term investments as of December 31, 2015 consist of the following available-for-sale exchange-traded debt securities: Amortized Gross Gross Fair Value $ $ $ $ Corporate fixed income bonds — U.S. Treasury securities — Municipal Bonds — Total |
Property and equipment (Tables)
Property and equipment (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property and equipment | |
Schedule of components of property and equipment | As of 2016 2015 $ $ Office equipment Electronic equipment Laboratory equipment Computer software Leasehold improvements Property and equipment, at cost Less accumulated depreciation and amortization ) ) Construction in progress — Property and equipment, net |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income taxes | |
Schedule of loss before income taxes | Year Ended December 31, 2016 2015 2014 $ $ $ Cayman ) ) ) PRC ) ) ) Australia ) ) ) Others ) ) ) ) |
Schedule of the current and deferred components of the income tax expense | Year Ended 2016 2015 2014 $ $ Current tax expense — — Deferred tax benefit ) — — Income tax expense — — |
Schedule of reconciliation of the actual income taxes to the amount of tax computed by applying the PRC statutory income tax rate to pre-tax income | Year Ended December 31, 2016 2015 2014 $ $ $ Loss before tax ) ) ) PRC statutory tax rate % % % Expected taxation at PRC statutory tax rate ) ) ) Foreign tax rate differential Non-taxable income — ) ) Non-deductible expenses Additional taxable income Addition to valuation allowance R&D tax credit ) — — Taxation for the year — — Effective tax rate –0.1 % % % |
Significant components of deferred tax assets | As of 2016 2015 $ $ Deferred tax assets, non-current portion: Net operating losses carry forward Depreciation and amortization ) — Accrued expenses — Total deferred tax assets Less valuation allowance ) ) Total deferred tax assets, net of valuation allowance — |
Accrued expenses and other pa38
Accrued expenses and other payables (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accrued expenses and other payables | |
Schedule of accrued expenses and other payables | As of 2016 2015 $ $ Compensation related External research and development activities related Others Total accrued expenses and other payables |
Warrants and option liabiliti39
Warrants and option liabilities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Warrants and option liabilities | |
Summary of outstanding warrants and option liabilities | As of 2016 2015 $ $ Option to purchase shares by rental deferral — Warrants in connection with the convertible promissory notes — Total — |
Related party balances and tr40
Related party balances and transactions (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Related party balances and transactions | |
Schedule of related party transactions | Year Ended 2016 2015 2014 $ $ $ Consulting service fee paid to shareholder(1) Advances due to senior executives(2) — — Repayment of advances by cash(2) — — ) Repayment of advances by issuance of ordinary shares(2) — — ) Interest accrued on advances due to senior executives(2) — — Interest on Convertible Promissory Note(3) — — Repayment of indebtedness due to senior executives by issuance of preferred shares(4) — — Total ) (1) During the years ended December 31, 2015 and 2014, a shareholder provided consulting services to the Company at a fee of $100, and $100, respectively. During the year ended December 31, 2016, the shareholder, who became a director, provided consulting services to the Company at a fee of $100. (2) During the years ended December 31, 2016, 2015 and 2014, senior executives advanced nil, nil and $103, respectively, to the Company. The advances bore interest at a rate comparable to the interest rate borne by the Company on its outstanding third party debt. On September 15, 2014, the Company entered into a supplemental agreement with the senior executives to clarify its original intention that the indebtedness and accrued interest could be converted into convertible preferred shares based on the same conversion terms in the subordinated convertible promissory note agreement the Company entered into with Merck Sharp. For the period from January 1, 2014 through October 7, 2014, the Company repaid advances amounting to $1,285 and $61 in cash and by the issuance of 6,069,000 ordinary shares with fair value of $61, respectively. (3) During the year ended December 31, 2012, the Company issued convertible promissory notes and related warrants to senior executives for an aggregate principal amount of $650. The warrants were initially recognized at fair value of $25, with subsequent changes in fair value recorded in losses. For the years ended December 31, 2016, 2015 and 2014, the Company recognized a loss from the increase in fair value of $51, $80 and $34, respectively. In January and February 2016, the warrants issued in connection with the promissory notes were exercised for 82,241 Preferred Shares, which were converted into 82,241 ordinary shares. The terms and conditions underlying the convertible promissory notes and related warrants were the same as the convertible promissory notes, and warrants issued to all the other holders. (4) On October 7, 2014, all outstanding indebtedness due to senior executives was settled by the issuance of the Company's Series A Preferred Shares with fair value of $9,983. The advances outstanding (including interest expense), and the convertible promissory notes (including interest expense) were converted into 13,629,629 and 1,160,426 of the Company's Series A Preferred Shares, respectively. The difference of $1,840 was recognized in losses as a result of the settlement of indebtedness. Upon completion of the Company's IPO, the outstanding Series A Preferred Shares were converted into 14,790,055 ordinary shares. The warrants originally issued to the senior executives in connection with the convertible promissory notes were exercised in January and February 2016. |
Research and development coll41
Research and development collaborative arrangements (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Research and development collaborative arrangements | |
Schedule of total collaboration revenue recognized | Year Ended December 31, 2016 2015 2014 $ $ $ License revenue — — Research and development revenue Total |
Loss per share (Tables)
Loss per share (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Loss per share | |
Schedule of the calculation of basic and diluted net loss per ordinary share | Year Ended December 31 2016 2015 2014 $ $ $ Numerator: Net loss attributable to ordinary shareholders for computing basic and diluted loss per ordinary share Denominator: Weighted average number of ordinary shares outstanding for computing basic and diluted loss per ordinary share Basic and diluted loss per share ) ) ) |
Share-based compensation (Table
Share-based compensation (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Share-based compensation | |
Schedule of assumptions used to estimate the fair values of the share options granted | Year Ended December 31, 2016 2015 2014 Fair value of ordinary share 1.85 ~ 2.84 0.33 ~ 1.62 0.01 ~ 0.30 Risk-free interest rate 1.5% ~ 2.6% 1.5% ~ 2.4% 1.9% ~ 2.6% Expected exercise multiple 2.2 ~ 2.8 2.2 ~ 2.8 2.2 ~ 2.8 Expected volatility 98% ~ 102% 94% ~ 106% 99% ~ 104% Expected dividend yield 0% 0% 0% Contractual life 10 years 10 years 10 years |
Summary of the Company's employee restricted stock activities | Numbers Weighted Average $ Outstanding at December 31, 2015 Granted Vested ) Forfeited — — Outstanding at December 31, 2016 Expected to vest at December 31, 2016 |
Summary of total compensation cost recognized | Year Ended December 31, 2016 2015 2014 $ $ $ Research and development General and administrative Total |
Employee Stock Option | |
Share-based compensation | |
Summary of the Company's share option activities | Number of Weighted Weighted Weighted Aggregate $ $ Years $ Outstanding at December 31, 2015 — Granted — — Transferred from non-employee* — — — — Exercised ) — Forfeited ) — — Outstanding at December 31, 2016 — Exercisable as of December 31, 2016 — Vested or expected to vest at December 31, 2016 — * Represents share options of a consultant who became a member of the Company's board of directors on February 8, 2016, and thus this individual's options are treated as employee share options. |
Non-employee Stock Option | |
Share-based compensation | |
Summary of the Company's share option activities | Number of Weighted Weighted Weighted Aggregate $ $ Years $ Outstanding at December 31, 2015 — Granted — — Transferred to employee* ) — — — — Exercised ) — Forfeited ) — — Outstanding at December 31, 2016 — Exercisable as of December 31, 2016 — Vested or expected to vest at December 31, 2016 — * Represents the share options of a consultant who became a member of the Company's board of directors on February 8, 2016, and thus this individual's options are treated as employee share options. |
Accumulated other comprehensi44
Accumulated other comprehensive income (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accumulated other comprehensive income | |
Schedule of accumulated other comprehensive income | Foreign Currency Unrealized Total $ $ $ Balance as of December 31, 2014 Other comprehensive income before reclassifications ) ) Amounts reclassified from accumulated other comprehensive income — Net-current period other comprehensive income ) ) Balance as of December 31, 2015 ) ) Other comprehensive income before reclassifications ) ) Amounts reclassified from accumulated other comprehensive income — Net-current period other comprehensive income ) Balance as of December 31, 2016 ) ) |
Commitments and contingencies (
Commitments and contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and contingencies | |
Schedule of future minimum payments under non-cancelable operating leases | Future minimum payments under non-cancelable operating leases consist of the following as of December 31, 2016: $ Year ending December 31: 2017 2018 2019 2020 2021 and thereafter |
Selected quarterly financial 46
Selected quarterly financial data (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Selected quarterly financial data (unaudited) | |
Schedule of selected quarterly financial data (unaudited) | Quarter Ended March 31 June 30 September 30 December 31 2016 Revenue — — Loss from operations ) ) ) ) Net loss ) ) ) ) Net loss attributable to ordinary shareholders ) ) ) ) Basic and diluted net loss per share(1) ) ) ) ) Quarter Ended March 31 June 30 September 30 December 31 2015 Revenue Loss from operations ) ) ) ) Net loss ) ) ) ) Net loss attributable to ordinary shareholders ) ) ) ) Basic and diluted net loss per share(1) ) ) ) ) (1) Per common share amounts for the quarters and full years have been calculated separately. Accordingly, the sum of quarterly amounts may not equal the annual amount because of differences in the weighted average common shares outstanding during each period, principally due to the effect of share issuances by the Company during the year. |
Organization - Closing of Initi
Organization - Closing of Initial Public Offering (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 23, 2016 | Feb. 08, 2016 | Dec. 31, 2016 |
Initial public offering | |||
Organization | |||
Shares issued, American Depository Shares (in shares) | 6,600,000 | ||
Shares issued (in shares) | 85,800,000 | ||
Share price, American Depository Shares (in dollars per share) | $ 24 | ||
Share price (in dollars per share) | $ 1.85 | ||
Proceeds from shares offering | $ 166,197 | ||
Deferred IPO costs | $ 15,963 | ||
Follow-on public offering | |||
Organization | |||
Shares issued, American Depository Shares (in shares) | 5,781,250 | ||
Shares issued (in shares) | 75,156,250 | ||
Share price, American Depository Shares (in dollars per share) | $ 32 | ||
Share price (in dollars per share) | $ 2.46 | ||
Proceeds from shares offering | $ 198,625 | ||
Deferred IPO costs | $ 13,575 | ||
Follow-on public offering | Selling shareholders | |||
Organization | |||
Shares issued, American Depository Shares (in shares) | 468,750 | ||
Shares issued (in shares) | 6,093,750 | ||
Over-Allotment Option | |||
Organization | |||
Shares issued, American Depository Shares (in shares) | 850,000 | 990,000 | |
Shares issued (in shares) | 11,050,000 | 12,870,000 |
Organization - Wholly-owned Sub
Organization - Wholly-owned Subsidiaries (Details) | Dec. 31, 2016 |
BeiGene (Hong Kong) Co., Limited. | |
Organization | |
Percentage of Ownership by the Company (as a percent) | 100.00% |
BeiGene (Beijing) Co., Ltd. ("BeiGene Beijing") | |
Organization | |
Percentage of Ownership by the Company (as a percent) | 100.00% |
BeiGene AUS Pty Ltd. | |
Organization | |
Percentage of Ownership by the Company (as a percent) | 100.00% |
BeiGene 101 Ltd. | |
Organization | |
Percentage of Ownership by the Company (as a percent) | 100.00% |
BeiGene (Suzhou) Co., Ltd. ("BeiGene (Suzhou)") | |
Organization | |
Percentage of Ownership by the Company (as a percent) | 100.00% |
BeiGene USA, Inc. | |
Organization | |
Percentage of Ownership by the Company (as a percent) | 100.00% |
BeiGene (Shanghai) Co., Ltd. ("BeiGene (Shanghai)") | |
Organization | |
Percentage of Ownership by the Company (as a percent) | 100.00% |
Summary of significant accoun49
Summary of significant accounting policies - Short-term investments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Short-term investments | |||
Impairment loss on short-term investments | $ 0 | $ 0 | $ 0 |
Summary of significant accoun50
Summary of significant accounting policies - Property and Equipment and Impairment of Long-Lived Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Impairment of long-lived assets | |||
Impairment of long-lived assets | $ 0 | $ 0 | $ 0 |
Office Equipment | |||
Useful Life (in years) | 5 years | ||
Electronic Equipment | |||
Useful Life (in years) | 3 years | ||
Laboratory Equipment | Minimum | |||
Useful Life (in years) | 3 years | ||
Laboratory Equipment | Maximum | |||
Useful Life (in years) | 5 years | ||
Computer Software | Minimum | |||
Useful Life (in years) | 3 years | ||
Computer Software | Maximum | |||
Useful Life (in years) | 5 years |
Summary of significant accoun51
Summary of significant accounting policies - Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Assets and liabilities measured at fair value on a recurring basis | ||
Available-for-sale securities | $ 280,660 | $ 82,617 |
Option to purchase shares by rental deferral (note 8) | 1,388 | |
Warrants in connection with the convertible promissory notes (note 8) | 785 | |
Corporate fixed income bonds | ||
Assets and liabilities measured at fair value on a recurring basis | ||
Available-for-sale securities | 69,255 | |
U.S. Treasury securities | ||
Assets and liabilities measured at fair value on a recurring basis | ||
Available-for-sale securities | 280,660 | 8,000 |
Municipal Bonds | ||
Assets and liabilities measured at fair value on a recurring basis | ||
Available-for-sale securities | 5,362 | |
Recurring basis | Level 1 | Money market funds | ||
Assets and liabilities measured at fair value on a recurring basis | ||
Cash equivalents | 44,052 | |
Recurring basis | Level 1 | Corporate fixed income bonds | ||
Assets and liabilities measured at fair value on a recurring basis | ||
Available-for-sale securities | 69,255 | |
Recurring basis | Level 1 | U.S. Treasury securities | ||
Assets and liabilities measured at fair value on a recurring basis | ||
Available-for-sale securities | $ 280,660 | 8,000 |
Recurring basis | Level 1 | Municipal Bonds | ||
Assets and liabilities measured at fair value on a recurring basis | ||
Available-for-sale securities | 5,362 | |
Recurring basis | Level 3 | ||
Assets and liabilities measured at fair value on a recurring basis | ||
Option to purchase shares by rental deferral (note 8) | 1,388 | |
Warrants in connection with the convertible promissory notes (note 8) | $ 785 |
Summary of significant accoun52
Summary of significant accounting policies - Warrant and Option - Fair Value Estimation before Initial Public Offering (Details) - Recurring basis $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Option to purchase shares by rental deferral | |
Significant unobservable inputs used in the fair value measurement | |
Invested capital value | $ 665,213 |
DLOM | 11.00% |
Option to purchase shares by rental deferral | Invested capital value allocation by option-pricing model | |
Significant unobservable inputs used in the fair value measurement | |
Volatility | 83.00% |
Option to purchase shares by rental deferral | Black-Scholes option pricing model | Minimum | |
Significant unobservable inputs used in the fair value measurement | |
Volatility | 69.00% |
Option to purchase shares by rental deferral | Black-Scholes option pricing model | Maximum | |
Significant unobservable inputs used in the fair value measurement | |
Volatility | 83.00% |
Warrants to purchase convertible preferred shares in connection with the promissory notes | |
Significant unobservable inputs used in the fair value measurement | |
Invested capital value | $ 665,213 |
DLOM | 11.00% |
Warrants to purchase convertible preferred shares in connection with the promissory notes | Invested capital value allocation by option-pricing model | |
Significant unobservable inputs used in the fair value measurement | |
Volatility | 83.00% |
Warrants to purchase convertible preferred shares in connection with the promissory notes | Black-Scholes option pricing model | Minimum | |
Significant unobservable inputs used in the fair value measurement | |
Volatility | 69.00% |
Warrants to purchase convertible preferred shares in connection with the promissory notes | Black-Scholes option pricing model | Maximum | |
Significant unobservable inputs used in the fair value measurement | |
Volatility | 83.00% |
Summary of significant accoun53
Summary of significant accounting policies - Reconciliation of Option and Warrant Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2014 | |
Reconciliation of the option and warrant liabilities | ||
Beginning balance | $ 2,173 | |
Unrealized loss | 1,514 | |
Settlement | $ (3,687) | |
The amount of total unrealized loss included in losses | $ (1,514) |
Summary of significant accoun54
Summary of significant accounting policies - Subordinated Convertible Promissory Note (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Feb. 02, 2011 | |
Changes in fair value of financial instruments | $ 1,514 | $ 1,826 | $ 2,760 | |
Gain on debt extinguishment | $ 2,883 | |||
Merck KGaA | Senior Promissory Note, February 2, 2011 | ||||
Principal amount | $ 10,000 |
Summary of significant accoun55
Summary of significant accounting policies - Segment Information (Details) | 12 Months Ended |
Dec. 31, 2016item | |
Summary of significant accounting policies | |
Number of reportable segments | 1 |
Summary of significant accoun56
Summary of significant accounting policies - Concentration of Credit Risk (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Concentration of credit risk | ||||
Cash and cash equivalents | $ 87,514 | $ 17,869 | $ 13,898 | $ 3,926 |
Short-term investments | $ 280,660 | $ 82,617 |
Summary of significant accoun57
Summary of significant accounting policies - Customer Concentration Risk (Details) - customer | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Summary of significant accounting policies | |||
Number of customers | 1 | 1 | 1 |
Summary of significant accoun58
Summary of significant accounting policies - Foreign Currency Exchange Rate Risk (Details) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
China, Yuan Renminbi | |||
Foreign currency exchange rate risk | |||
Percentage appreciation (depreciation) against the US Dollar | 6.30% | 4.40% | 2.40% |
Short-term investments (Details
Short-term investments (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Short-term investments | ||
Amortized Cost | $ 280,757 | $ 83,823 |
Gross Unrealized Gains | 1 | |
Gross Unrealized Losses | 97 | 1,207 |
Fair Value (Net Carrying Amount) | 280,660 | 82,617 |
Contractual maturities of debt securities within one year | ||
Contractual maturities of debt securities within one year | 0 | |
Corporate fixed income bonds | ||
Short-term investments | ||
Amortized Cost | 70,383 | |
Gross Unrealized Losses | 1,128 | |
Fair Value (Net Carrying Amount) | 69,255 | |
U.S. Treasury securities | ||
Short-term investments | ||
Amortized Cost | 280,757 | 7,999 |
Gross Unrealized Gains | 1 | |
Gross Unrealized Losses | 97 | |
Fair Value (Net Carrying Amount) | $ 280,660 | 8,000 |
Municipal Bonds | ||
Short-term investments | ||
Amortized Cost | 5,441 | |
Gross Unrealized Losses | 79 | |
Fair Value (Net Carrying Amount) | $ 5,362 |
Property and equipment (Details
Property and equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Property and equipment | |||
Property and equipment, at cost | $ 18,395 | $ 12,696 | |
Less accumulated depreciation and amortization | (7,473) | (6,084) | |
Construction in progress | 15,055 | ||
Property and equipment, net | 25,977 | 6,612 | |
Depreciation expense | 1,909 | 1,545 | $ 1,557 |
Office Equipment | |||
Property and equipment | |||
Property and equipment, at cost | 449 | 213 | |
Electronic Equipment | |||
Property and equipment | |||
Property and equipment, at cost | 647 | 424 | |
Laboratory Equipment | |||
Property and equipment | |||
Property and equipment, at cost | 7,536 | 5,919 | |
Computer Software | |||
Property and equipment | |||
Property and equipment, at cost | 317 | 186 | |
Leasehold Improvements | |||
Property and equipment | |||
Property and equipment, at cost | 9,446 | $ 5,954 | |
BeiGene (Suzhou) Co., Ltd. ("BeiGene (Suzhou)") | |||
Property and equipment | |||
Construction in progress | $ 15,055 |
Income taxes - Australia (Detai
Income taxes - Australia (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income taxes | |||
Income tax rate (as a percent) | 25.00% | 25.00% | 25.00% |
Loss before tax | $ (119,163) | $ (57,102) | $ (18,546) |
Provision for income taxes | 54 | 0 | 0 |
Australia | |||
Income taxes | |||
Loss before tax | $ (30,158) | (21,906) | (7,684) |
BeiGene AUS Pty Ltd. | Australia | |||
Income taxes | |||
Income tax rate (as a percent) | 30.00% | ||
Loss before tax | $ 0 | 0 | 0 |
Provision for income taxes | $ 0 | $ 0 | $ 0 |
Income taxes - Hong Kong (Detai
Income taxes - Hong Kong (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income taxes | |||
Income tax rate (as a percent) | 25.00% | 25.00% | 25.00% |
Provision for income taxes | $ 54 | $ 0 | $ 0 |
BeiGene (Hong Kong) Co., Limited. | Hong Kong | |||
Income taxes | |||
Income tax rate (as a percent) | 16.50% | ||
Provision for income taxes | $ 0 | $ 0 | $ 0 |
Withholding taxes | $ 0 |
Income taxes - United States (D
Income taxes - United States (Details) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income taxes | |||
Income tax rate (as a percent) | 25.00% | 25.00% | 25.00% |
BeiGene USA, Inc. | United States | |||
Income taxes | |||
Income tax rate (as a percent) | 34.00% | 34.00% | |
BeiGene USA, Inc. | New Jersey | |||
Income taxes | |||
State income tax rate (as a percent) | 9.00% | ||
BeiGene USA, Inc. | California | |||
Income taxes | |||
State income tax rate (as a percent) | 8.84% | ||
BeiGene USA, Inc. | Massachusetts | |||
Income taxes | |||
State income tax rate (as a percent) | 8.00% |
Income taxes - PRC (Details)
Income taxes - PRC (Details) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income taxes | |||
Income tax rate (as a percent) | 25.00% | 25.00% | 25.00% |
PRC | |||
Income taxes | |||
Withholding tax rate (as a percent) | 10.00% | ||
BeiGene (Beijing) Co., Ltd. ("BeiGene Beijing") | PRC | |||
Income taxes | |||
Income tax rate (as a percent) | 25.00% | ||
BeiGene (Suzhou) Co., Ltd. ("BeiGene (Suzhou)") | PRC | |||
Income taxes | |||
Income tax rate (as a percent) | 25.00% | ||
BeiGene (Shanghai) Co., Ltd. ("BeiGene (Shanghai)") | PRC | |||
Income taxes | |||
Income tax rate (as a percent) | 25.00% |
Income taxes - Loss before Inco
Income taxes - Loss before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income taxes | |||
Loss before income taxes | $ (119,163) | $ (57,102) | $ (18,546) |
Cayman | |||
Income taxes | |||
Loss before income taxes | (81,867) | (29,918) | (5,487) |
PRC | |||
Income taxes | |||
Loss before income taxes | (7,352) | (5,253) | (5,808) |
Australia | |||
Income taxes | |||
Loss before income taxes | (30,158) | (21,906) | (7,684) |
Others | |||
Income taxes | |||
Loss before income taxes | $ 214 | $ (25) | $ 433 |
Income taxes - Provision for In
Income taxes - Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income taxes | |||
Current tax expense | $ 822 | ||
Deferred tax benefit | (768) | ||
Income tax expense | $ 54 | $ 0 | $ 0 |
Income taxes - Reconciliation (
Income taxes - Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Reconciliation of the actual income taxes to the amount of tax computed by applying the PRC statutory income tax rate to pre-tax income | |||
Loss before tax | $ (119,163) | $ (57,102) | $ (18,546) |
PRC statutory tax rate | 25.00% | 25.00% | 25.00% |
Expected taxation at PRC statutory tax rate | $ (29,791) | $ (14,275) | $ (4,636) |
Foreign tax rate differential | 19,159 | 6,399 | 1,082 |
Non-taxable income | (8) | (191) | |
Non-deductible expenses | 593 | 584 | 185 |
Additional taxable income | 8,671 | 6,287 | 2,232 |
Addition to valuation allowance | 1,627 | 1,013 | 1,328 |
R&D tax credit | (205) | ||
Taxation for the year | $ 54 | $ 0 | $ 0 |
Effective tax rate | (0.10%) | 0.00% | 0.00% |
Income taxes - Significant Comp
Income taxes - Significant Components of Deferred Tax Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Deferred tax assets, non-current portion: | |||
Net operating losses carry forward | $ 6,987 | $ 7,146 | |
Depreciation and amortization | (14) | ||
Accrued expenses | 1,102 | ||
Total deferred tax assets | 8,075 | 7,146 | |
Less valuation allowance | (7,307) | (7,146) | |
Total deferred tax assets, net of valuation allowance | 768 | ||
Increase in the valuation allowance | 1,627 | $ 1,013 | $ 1,328 |
Effect of expired net operating losses on valuation allowance | $ 1,466 |
Income taxes - Net Operating Lo
Income taxes - Net Operating Loss Carryforward (Details) $ in Thousands | Dec. 31, 2016USD ($) |
PRC, Australia and United States | |
Operating loss carryforwards | |
Net operating loss carryforward | $ 27,948 |
Income taxes - Unrecognized Tax
Income taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income taxes | |||
Interest and penalties related to unrecognized tax benefits | $ 0 | $ 0 | $ 0 |
Unrecognized tax benefits would increase significantly in the next 12 months | $ 0 |
Income taxes - Tax Examinations
Income taxes - Tax Examinations (Details) | 12 Months Ended |
Dec. 31, 2016 | |
State Administration of Taxation, China | |
Income taxes | |
Examination period (in years) | 5 years |
Accrued expenses and other pa72
Accrued expenses and other payables (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Accrued expenses and other payables | ||
Compensation related | $ 3,980 | $ 1,607 |
External research and development activities related | 14,198 | 4,118 |
Others | 4,119 | 2,626 |
Total accrued expenses and other payables | $ 22,297 | $ 8,351 |
Short-term bank loan (Details)
Short-term bank loan (Details) - USD ($) $ in Thousands | Apr. 08, 2014 | Dec. 31, 2015 | Dec. 31, 2014 |
Short-term bank loan | |||
Repayment of short-term loan | $ 322 | ||
Bank Loan | Short-term Bank Loan, April 8, 2014 | |||
Short-term bank loan | |||
Principal amount | $ 322 | ||
Stated interest rate (as a percent) | 7.80% | ||
Premium on the market rate (as a percent) | 30.00% | ||
Debt instrument term (in years) | 1 year | ||
Interest expense | 7 | $ 18 | |
Guarantee fee | $ 0 | $ 7 |
Warrants and option liabiliti74
Warrants and option liabilities - Tabular Disclosure (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Warrants and option liabilities | |
Option to purchase shares by rental deferral | $ 1,388 |
Warrants in connection with the convertible promissory notes | 785 |
Total | $ 2,173 |
Warrants and option liabiliti75
Warrants and option liabilities - Option to Purchase Shares by Rental Deferral (Details) - USD ($) $ in Thousands | Feb. 08, 2016 | Sep. 01, 2012 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Option to purchase shares by rental deferral | |||||
Option to purchase shares by rental deferral | $ 1,388 | ||||
Loss from the increase in fair value of the warrants. | $ 1,514 | 1,826 | $ 2,760 | ||
Option to purchase shares by rental deferral | |||||
Option to purchase shares by rental deferral | |||||
Rental expense deferral period (in years) | 1 year | ||||
Number of shares purchased upon exercise (in shares) | 1,451,586 | ||||
Option to purchase shares by rental deferral | $ 2,540 | ||||
Loss from the increase in fair value of the warrants. | $ 1,151 | $ 1,263 | $ 99 |
Warrants and option liabiliti76
Warrants and option liabilities - Warrants in Connection with the Promissory Notes (Details) - USD ($) $ in Thousands | 2 Months Ended | 12 Months Ended | |||
Feb. 29, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2012 | |
Warrants in connection with the promissory notes | |||||
Warrants in connection with the convertible promissory notes | $ 785 | ||||
Loss from the increase in fair value of the warrants. | $ 1,514 | 1,826 | $ 2,760 | ||
Warrants to purchase convertible preferred shares in connection with the promissory notes | |||||
Warrants in connection with the promissory notes | |||||
Percentage of convertible promissory notes' principal amount that my be purchased with warrants (as a percent) | 10.00% | 10.00% | |||
Aggregate principal amount | $ 2,410 | $ 2,410 | |||
Preferred shares issued upon warrant exercise (in shares) | 621,637 | ||||
Shares converted to ordinary shares (in shares) | 621,637 | ||||
Warrants in connection with the convertible promissory notes | $ 1,148 | ||||
Loss from the increase in fair value of the warrants. | $ 363 | $ 563 | $ 127 |
Long-term bank loan (Details)
Long-term bank loan (Details) - Long-term Bank Loan, September 2, 2015 - Line of Credit - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Sep. 02, 2015 | |
Long-term bank loan | |||
Maximum borrowing capacity | $ 17,284 | ||
Stated interest rate (as a percent) | 7.00% | ||
Amount borrowed | $ 17,284 | ||
Loan security | 22,292 | ||
Loan amount repayable on September 30, 2018 | 8,642 | ||
Loan amount repayable on September 30, 2019 | 8,642 | ||
Interest expense | $ 851 | $ 140 |
Senior promissory note (Details
Senior promissory note (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 08, 2016 | Feb. 02, 2011 | Dec. 31, 2016 | Dec. 31, 2015 |
Initial public offering | ||||
Senior promissory note | ||||
Share price (in dollars per share) | $ 1.85 | |||
Merck KGaA | Senior Promissory Note, February 2, 2011 | ||||
Senior promissory note | ||||
Principal amount | $ 10,000 | |||
Interest rate (as a percent) | 8.00% | |||
Debt instrument term (in years) | 5 years | |||
Senior promissory note | $ 10,000 | |||
Accrued interest | $ 0 | $ 4,598 | ||
Merck KGaA | Senior Promissory Note, February 2, 2011 | Senior Notes | ||||
Senior promissory note | ||||
Carrying value | $ 14,693 | |||
Shares converted from debt (in shares) | 7,942,314 | |||
Merck KGaA | Initial public offering | Senior Promissory Note, February 2, 2011 | Senior Notes | ||||
Senior promissory note | ||||
Share price (in dollars per share) | $ 1.85 |
Convertible preferred shares -
Convertible preferred shares - Series A Preferred Shares (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |
Oct. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Convertible preferred shares | |||
Proceeds from issuance of convertible preferred shares | $ 97,350 | $ 35,500 | |
Series A Preferred Shares | |||
Convertible preferred shares | |||
Shares issued (in shares) | 52,592,590 | ||
Par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Proceeds from issuance of convertible preferred shares | $ 35,500 | ||
Issue price (in dollars per share) | $ 0.68 | ||
Shares converted from debt (in shares) | 64,192,927 |
Convertible preferred shares 80
Convertible preferred shares - Series A-2 Preferred Shares (Details) - USD ($) $ / shares in Units, $ in Thousands | Apr. 21, 2015 | Dec. 31, 2015 | Dec. 31, 2014 |
Convertible preferred shares | |||
Proceeds from issuance of convertible preferred shares | $ 97,350 | $ 35,500 | |
Series A-2 Preferred Shares | |||
Convertible preferred shares | |||
Shares issued (in shares) | 83,205,124 | ||
Par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Proceeds from issuance of convertible preferred shares | $ 97,350 | ||
Issue price (in dollars per share) | $ 1.17 |
Convertible preferred shares 81
Convertible preferred shares - Dividends (Details) | Feb. 07, 2016 |
Convertible preferred shares | |
Dividend rate (as a percent) | 8.00% |
Convertible preferred shares 82
Convertible preferred shares - Conversion Rights (Details) | Feb. 07, 2016 |
Convertible preferred shares | |
Percentage of the outstanding Preferred Shares held by holders (as a percent) | 80.63% |
Convertible preferred shares 83
Convertible preferred shares - Drag-along Right (Details) | Feb. 07, 2016 |
Convertible preferred shares | |
Percentage of the then-outstanding ordinary shares held by holders (as a percent) | 66.66% |
Convertible preferred shares 84
Convertible preferred shares - Accounting for Preferred Shares (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 08, 2016 | Apr. 21, 2015 | Oct. 31, 2014 | Dec. 31, 2016 |
Convertible preferred shares | ||||
Issuance costs | $ 2,218 | |||
Shares issued upon conversion of preferred shares | 199,990,641 | |||
Series A Preferred Shares | ||||
Convertible preferred shares | ||||
Carrying value, net | $ 78,809 | |||
Carrying value | 78,889 | |||
Issuance costs | $ 80 | |||
Conversion price (in dollars per share) | $ 0.68 | |||
Share price (in dollars per share) | $ 0.28 | |||
Series A-2 Preferred Shares | ||||
Convertible preferred shares | ||||
Carrying value, net | $ 97,275 | |||
Carrying value | 97,350 | |||
Issuance costs | $ 75 | |||
Conversion price (in dollars per share) | $ 1.17 | |||
Share price (in dollars per share) | $ 0.47 |
Related party balances and tr85
Related party balances and transactions (Details) - USD ($) $ in Thousands | Feb. 08, 2016 | Oct. 07, 2014 | Jan. 01, 2014 | Oct. 31, 2014 | Feb. 29, 2016 | Oct. 07, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2012 |
Consulting service fee paid to shareholder | $ 100 | $ 100 | $ 100 | |||||||
Advances due to senior executives | 0 | 0 | 103 | |||||||
Repayment of advances by cash | $ (1,285) | (1,285) | ||||||||
Repayment of advances by issuance of ordinary shares | $ (61) | (61) | ||||||||
Interest accrued on advances due to senior executives | 775 | |||||||||
Interest on Convertible Promissory Note | 56 | |||||||||
Repayment of indebtedness due to senior executives by issuance of preferred shares | (8,143) | |||||||||
Total | 100 | 100 | (8,455) | |||||||
Number of shares issued for repayment of advances to senior executives | 6,069,000 | |||||||||
Fair of shares issued to repay advances to employees | $ 61 | |||||||||
Convertible notes and warrants issued to senior executives | $ 650 | |||||||||
Fair value of warrants issued | $ 25 | |||||||||
Loss on increase in fair value of warrants issued | $ 51 | $ 80 | $ 34 | |||||||
Shares issued upon conversion of preferred shares | 199,990,641 | |||||||||
Loss on settlement of indebtedness | 1,840 | |||||||||
Conversion of preferred shares to ordinary shares | ||||||||||
Shares issued upon conversion of preferred shares | 14,790,055 | |||||||||
Ordinary Shares | ||||||||||
Shares issued upon conversion of preferred shares | 199,990,641 | |||||||||
Ordinary Shares | Conversion of preferred shares to ordinary shares | ||||||||||
Shares issued upon conversion of preferred shares | 82,241 | |||||||||
Series A Preferred Shares | ||||||||||
Fair value of preferred stock shares issued to senior executives | $ 9,983 | $ 9,983 | ||||||||
Debt converted to preferred shares (in shares) | 64,192,927 | |||||||||
Series A Preferred Shares | Advances outstanding | ||||||||||
Debt converted to preferred shares (in shares) | 13,629,629 | |||||||||
Series A Preferred Shares | Convertible promissory notes | ||||||||||
Preferred shares issued for exercise of warrants | 82,241 | |||||||||
Debt converted to preferred shares (in shares) | 1,160,426 |
Research and development coll86
Research and development collaborative arrangements - Collaboration Arrangements (Details) - USD ($) $ in Thousands | Nov. 12, 2015 | Oct. 01, 2015 | Sep. 17, 2014 | May 14, 2014 | Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Collaborative arrangement | BRAF | |||||||||
Research and development collaborative arrangements | |||||||||
Additional payments upon successful achievement of pre-specified milestones | $ 14,000 | ||||||||
Research and development fee | $ 4,000 | $ 5,000 | |||||||
Product development, commercial event, and royalty revenue | $ 0 | $ 0 | $ 0 | ||||||
Payments to collaborator | $ 0 | $ 0 | $ 0 | ||||||
Collaborative arrangement | BRAF | Maximum | |||||||||
Research and development collaborative arrangements | |||||||||
Period of payment received (in years) | 10 years | ||||||||
Period of payment made (in years) | 10 years | ||||||||
Collaborative arrangement | PARP | |||||||||
Research and development collaborative arrangements | |||||||||
Research and development fee | $ 9,000 | ||||||||
Collaborative arrangement | Merck KGaA | Minimum | |||||||||
Research and development collaborative arrangements | |||||||||
Performance period (in years) | 1 year | ||||||||
Collaborative arrangement | Merck KGaA | Maximum | |||||||||
Research and development collaborative arrangements | |||||||||
Performance period (in years) | 3 years | ||||||||
Collaborative arrangement | Merck KGaA | PARP | |||||||||
Research and development collaborative arrangements | |||||||||
Advances received | $ 3,018 | ||||||||
Purchase of rights agreement | Merck KGaA | PARP | |||||||||
Research and development collaborative arrangements | |||||||||
Repurchase consideration | $ 10,000 |
Research and development coll87
Research and development collaborative arrangements - Collaboration Revenue Recognized (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Research and development collaborative arrangements | |||
License revenue | $ 6,679 | ||
Research and development revenue | $ 1,070 | $ 8,816 | 6,356 |
Total | 1,070 | 8,816 | 13,035 |
PRC | |||
Research and development collaborative arrangements | |||
Research and development revenue | $ 0 | $ 0 | $ 81 |
Research and development coll88
Research and development collaborative arrangements - Advances From Customers (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Research and development collaborative arrangements | ||
Advances from customers | $ 1,070 | |
Collaborative arrangement | Merck KGaA | ||
Research and development collaborative arrangements | ||
Advances from customers | $ 0 | $ 1,070 |
Loss per share (Details)
Loss per share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Numerator: | |||||||||||
Net loss attributable to ordinary shareholders for computing basic and diluted loss per ordinary share | $ (119,217) | $ (57,102) | $ (18,278) | ||||||||
Denominator: | |||||||||||
Weighted average number of ordinary shares outstanding for computing basic and diluted loss per ordinary share | 403,619,446 | 110,597,263 | 99,857,623 | ||||||||
Basic and diluted net loss per share | $ (0.08) | $ (0.08) | $ (0.06) | $ (0.07) | $ (0.23) | $ (0.13) | $ (0.05) | $ (0.09) | $ (0.30) | $ (0.52) | $ (0.18) |
Share-based compensation - Shar
Share-based compensation - Share Options Plans (Details) | Oct. 12, 2016$ / sharesshares | May 03, 2016$ / sharesshares | Feb. 08, 2016$ / sharesshares | Jan. 31, 2016$ / sharesshares | Dec. 31, 2016shares | Dec. 31, 2016$ / sharesshares | Dec. 31, 2015shares | Dec. 31, 2014shares | Jan. 14, 2016shares | Apr. 17, 2015shares | Oct. 06, 2014shares | Aug. 10, 2014shares | Mar. 28, 2013shares | Jun. 29, 2012shares | Apr. 15, 2011shares |
Share options | |||||||||||||||
Share-based compensation | |||||||||||||||
Contractual term of award (in years) | 10 years | ||||||||||||||
Employee Stock Option | |||||||||||||||
Share-based compensation | |||||||||||||||
Granted (in shares) | 35,317,139 | ||||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 2.32 | ||||||||||||||
Share based awards to purchase ordinary share | 71,532,418 | 71,532,418 | 36,915,321 | ||||||||||||
Non-employee Stock Option | |||||||||||||||
Share-based compensation | |||||||||||||||
Granted (in shares) | 3,604,080 | ||||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 2.29 | ||||||||||||||
Share based awards to purchase ordinary share | 5,547,325 | 5,547,325 | 7,194,669 | ||||||||||||
Restricted Stock | |||||||||||||||
Share-based compensation | |||||||||||||||
Vesting period of award (in years) | 4 years | ||||||||||||||
2011 Plan | Share options | |||||||||||||||
Share-based compensation | |||||||||||||||
Awards that maybe granted | 43,560,432 | 30,560,432 | 27,100,000 | 24,600,000 | 19,000,000 | 17,000,000 | |||||||||
Exercise price (in dollars per share) | $ / shares | $ 1.85 | ||||||||||||||
2011 Plan | Employee Stock Option | |||||||||||||||
Share-based compensation | |||||||||||||||
Granted (in shares) | 1,685,152 | 15,663,600 | 3,766,000 | ||||||||||||
2011 Plan | Non-employee Stock Option | |||||||||||||||
Share-based compensation | |||||||||||||||
Granted (in shares) | 732,000 | 1,950,000 | 125,000 | ||||||||||||
2016 Plan | |||||||||||||||
Share-based compensation | |||||||||||||||
Awards that maybe granted | 65,029,595 | ||||||||||||||
Automatic annual increase in shares reserved and available for issuance as a percentage to outstanding number of shares (as a percent) | 5.00% | 5.00% | |||||||||||||
Share based awards to purchase ordinary share | 77,079,743 | 77,079,743 | |||||||||||||
Awards available for future grant | 34,712,601 | 34,712,601 | |||||||||||||
2016 Plan | Share options | |||||||||||||||
Share-based compensation | |||||||||||||||
Granted (in shares) | 2,376,000 | 460,626 | |||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 2.05 | $ 2.43 | |||||||||||||
2016 Plan | Employee Stock Option | |||||||||||||||
Share-based compensation | |||||||||||||||
Granted (in shares) | 30,400 | 30,764,961 | |||||||||||||
Exercise price ratio | 0.07692 | ||||||||||||||
2016 Plan | Employee Stock Option | Exercise price of $0.05 | |||||||||||||||
Share-based compensation | |||||||||||||||
Granted (in shares) | 20,000 | ||||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 0.5 | ||||||||||||||
2016 Plan | Employee Stock Option | Exercise price of $1.85 | |||||||||||||||
Share-based compensation | |||||||||||||||
Granted (in shares) | 10,400 | ||||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 1.85 | ||||||||||||||
2016 Plan | Non-employee Stock Option | |||||||||||||||
Share-based compensation | |||||||||||||||
Granted (in shares) | 2,872,080 | ||||||||||||||
Exercise price ratio | 0.07692 | ||||||||||||||
2016 Plan | Restricted Stock | |||||||||||||||
Share-based compensation | |||||||||||||||
Granted (in shares) | 475,000 | 600,000 | |||||||||||||
Exercise price ratio | 0.07692 | ||||||||||||||
Outside equity incentive plans | Employee Stock Option | |||||||||||||||
Share-based compensation | |||||||||||||||
Granted (in shares) | 0 | 11,400,500 | 0 | ||||||||||||
Outside equity incentive plans | Non-employee Stock Option | |||||||||||||||
Share-based compensation | |||||||||||||||
Granted (in shares) | 0 | 3,800,167 | 0 | ||||||||||||
First tranche | Share options | |||||||||||||||
Share-based compensation | |||||||||||||||
Vesting period of award (in years) | 1 year | ||||||||||||||
First tranche | Restricted Stock | |||||||||||||||
Share-based compensation | |||||||||||||||
Vesting period of award (in years) | 1 year | ||||||||||||||
Minimum | Share options | |||||||||||||||
Share-based compensation | |||||||||||||||
Vesting period of award (in years) | 3 years | ||||||||||||||
Maximum | Share options | |||||||||||||||
Share-based compensation | |||||||||||||||
Vesting period of award (in years) | 5 years |
Share-based compensation - Modi
Share-based compensation - Modification (Details) - Share options $ in Thousands | Oct. 01, 2015USD ($)shares |
Share-based compensation | |
Options surrendered (in shares) | shares | 1,000,000 |
Total incremental compensation cost recognized | $ | $ 81 |
Share-based compensation - Empl
Share-based compensation - Employee Share Options (Details) - Employee Stock Option - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Number of Options | |||
Outstanding at the beginning of the year (in shares) | 36,915,321 | ||
Granted (in shares) | 35,317,139 | ||
Transferred from non-employee | 5,188,258 | ||
Exercised (in shares) | (608,950) | ||
Forfeited (in shares) | (5,279,350) | ||
Outstanding at the end of the year (in shares) | 71,532,418 | 36,915,321 | |
Exercisable at the end of the year (in shares) | 16,678,891 | ||
Vested or expected to vest at the end of the year (in shares) | 65,119,718 | ||
Weighted Average Exercise Price | |||
Outstanding at the beginning of the year (in dollars per share) | $ 0.35 | ||
Granted (in dollars per share) | 2.32 | ||
Exercised (in dollars per share) | 0.10 | ||
Forfeited (in dollars per share) | 0.92 | ||
Outstanding at the end of the year (in dollars per share) | 1.29 | $ 0.35 | |
Exercisable at the end of the year (in dollars per share) | 0.26 | ||
Vested or expected to vest at the end of the year (in dollars per share) | 1.26 | ||
Weighted Average Grant Date Fair Value | |||
Outstanding at the beginning of the year (in dollars per share) | 0.20 | ||
Granted (in dollars per share) | 1.60 | 0.28 | $ 0.01 |
Exercised (in dollars per share) | 0.03 | ||
Forfeited (in dollars per share) | 0.43 | ||
Outstanding at the end of the year (in dollars per share) | $ 0.88 | $ 0.20 | |
Weighted Average Remaining Contractual Term (Years) | |||
Outstanding | 8 years 7 months 17 days | 8 years 8 months 16 days | |
Exercisable | 7 years 1 month 10 days | ||
Vested or expected to vest | 8 years 6 months 29 days | ||
Aggregate Intrinsic Value | |||
Exercised (in dollars) | $ 1,350 | $ 12,496 | $ 737 |
Exercisable at the end of the period (in dollars) | 34,577 | ||
Vested and expected to vest at the end of the year (in dollars) | 73,297 | ||
Other disclosures | |||
Total fair value of the equity awards vested | 2,821 | $ 72 | $ 87 |
Total unrecognized share-based compensation expenses for awards granted to employees | $ 54,939 | ||
Period over which unrecognized share-based compensation cost are expected to be recognized (in years) | 3 years 5 months 12 days |
Share-based compensation - Non
Share-based compensation - Non Employee Share Options (Details) - Non-employee Stock Option - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Number of Options | |||
Outstanding at the beginning of the year (in shares) | 7,194,669 | ||
Granted (in shares) | 3,604,080 | ||
Transferred to employee | (5,188,258) | ||
Exercised (in shares) | (1,166) | ||
Forfeited (in shares) | (62,000) | ||
Outstanding at the end of the year (in shares) | 5,547,325 | 7,194,669 | |
Exercisable at the end of the year (in shares) | 1,267,562 | ||
Vested or expected to vest at the end of the year (in shares) | 5,547,325 | ||
Weighted Average Exercise Price | |||
Outstanding at the beginning of the year (in dollars per share) | $ 0.37 | ||
Granted (in dollars per share) | 2.29 | ||
Exercised (in dollars per share) | 0.01 | ||
Forfeited (in dollars per share) | 0.54 | ||
Outstanding at the end of the year (in dollars per share) | 1.52 | $ 0.37 | |
Exercisable at the end of the year (in dollars per share) | 0.17 | ||
Vested or expected to vest at the end of the year (in dollars per share) | 1.52 | ||
Weighted Average Grant Date Fair Value | |||
Outstanding at the beginning of the year (in dollars per share) | 0.08 | ||
Granted (in dollars per share) | 1.63 | 0.35 | $ 0.01 |
Exercised (in dollars per share) | 0.01 | ||
Forfeited (in dollars per share) | 0.37 | ||
Outstanding at the end of the year (in dollars per share) | $ 1.06 | $ 0.08 | |
Weighted Average Remaining Contractual Term (Years) | |||
Outstanding | 8 years 3 months 22 days | 8 years 7 months 17 days | |
Exercisable | 5 years 2 months 5 days | ||
Vested or expected to vest | 8 years 3 months 22 days | ||
Aggregate Intrinsic Value | |||
Exercised (in dollars) | $ 3 | $ 0 | $ 278 |
Exercisable at the end of the period (in dollars) | 2,742 | ||
Vested and expected to vest at the end of the year (in dollars) | 4,543 | ||
Other disclosures | |||
Total fair value of the equity awards vested | 52 | $ 578 | $ 251 |
Total unrecognized share-based compensation expenses for awards granted to employees | $ 6,262 | ||
Period over which unrecognized share-based compensation cost are expected to be recognized (in years) | 3 years 3 months |
Share-based compensation - Fair
Share-based compensation - Fair Value of Options (Details) - Share options | 12 Months Ended | ||
Dec. 31, 2016$ / shares | Dec. 31, 2015$ / shares | Dec. 31, 2014$ / shares | |
Significant unobservable inputs used in the fair value measurement | |||
Risk-free interest rate, minimum (as percent) | 1.50% | 1.50% | 1.90% |
Risk-free interest rate, maximum (as percent) | 2.60% | 2.40% | 2.60% |
Expected exercise multiple, minimum | 2.2 | 2.2 | 2.2 |
Expected exercise multiple, maximum | 2.8 | 2.8 | 2.8 |
Expected volatility, minimum (as percent) | 98.00% | 94.00% | 99.00% |
Expected volatility, maximum (as percent) | 102.00% | 106.00% | 104.00% |
Expected dividend yield (as percent) | 0.00% | 0.00% | 0.00% |
Contractual life (in years) | 10 years | 10 years | 10 years |
Minimum | |||
Significant unobservable inputs used in the fair value measurement | |||
Fair value of ordinary share (in dollars per share) | $ 1.85 | $ 0.33 | $ 0.01 |
Maximum | |||
Significant unobservable inputs used in the fair value measurement | |||
Fair value of ordinary share (in dollars per share) | $ 2.84 | $ 1.62 | $ 0.30 |
Share-based compensation - Rest
Share-based compensation - Restricted Stock - Activity (Details) - Restricted Stock $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($)$ / sharesshares | |
Employee | |
Number of Shares | |
Outstanding at the beginning of the year (in shares) | shares | 44,445 |
Granted (in shares) | shares | 1,075,000 |
Vested (in shares) | shares | (44,445) |
Outstanding at the end of the year (in shares) | shares | 1,075,000 |
Expected to vest at the end of the year (in shares) | shares | 1,075,000 |
Weighted Average Grant Date Fair Value | |
Outstanding at the beginning of the year (in dollars per share) | $ / shares | $ 0.05 |
Granted (in dollars per share) | $ / shares | 2.16 |
Vested (in dollars per share) | $ / shares | 0.05 |
Outstanding at the end of the year (in dollars per share) | $ / shares | 2.16 |
Expected to vest at the end of the year (in shares) | $ / shares | $ 2.16 |
Non-employee | |
Other disclosures | |
Total unrecognized share-based compensation expenses for awards granted to nonemployees | $ | $ 2,045 |
Share-based compensation - Sh96
Share-based compensation - Share-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based compensation | |||
Compensation expense | $ 10,625 | $ 10,211 | $ 6,637 |
Research and development | |||
Share-based compensation | |||
Compensation expense | 8,076 | 9,593 | 4,030 |
General and administrative | |||
Share-based compensation | |||
Compensation expense | $ 2,549 | $ 618 | $ 2,607 |
Accumulated other comprehensi97
Accumulated other comprehensive income (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Movement in accumulated other comprehensive income | ||
Balance | $ (101,765) | $ (53,041) |
Balance | 352,907 | (101,765) |
Accumulated Other Comprehensive Income/(Loss) | ||
Movement in accumulated other comprehensive income | ||
Balance | (1,809) | 100 |
Other comprehensive income before reclassifications | (552) | (2,223) |
Amounts reclassified from accumulated other comprehensive income | 1,415 | 314 |
Net-current period other comprehensive income | 863 | (1,909) |
Balance | (946) | (1,809) |
Foreign Currency Translation Adjustments | ||
Movement in accumulated other comprehensive income | ||
Balance | (602) | 147 |
Other comprehensive income before reclassifications | (245) | (749) |
Net-current period other comprehensive income | (245) | (749) |
Balance | (847) | (602) |
Unrealized Losses on available-for-sale securities | ||
Movement in accumulated other comprehensive income | ||
Balance | (1,207) | (47) |
Other comprehensive income before reclassifications | (307) | (1,474) |
Amounts reclassified from accumulated other comprehensive income | 1,415 | 314 |
Net-current period other comprehensive income | 1,108 | (1,160) |
Balance | $ (99) | $ (1,207) |
Shareholders' equity - Conversi
Shareholders' equity - Conversion of Preferred Shares and Senior Promissory Note (Details) $ / shares in Units, $ in Thousands | Feb. 08, 2016USD ($)$ / sharesshares |
Shareholders' equity | |
Shares issued upon conversion of preferred shares | 199,990,641 |
Amount reclassified from mezzanine equity to stockholders' equity | $ | $ 176,084 |
Senior Notes | Senior Promissory Note, February 2, 2011 | |
Shareholders' equity | |
Amount reclassified from current liability to shareholders' equity | $ | $ 14,693 |
Initial public offering | |
Shareholders' equity | |
Share price (in dollars per share) | $ / shares | $ 1.85 |
Ordinary Shares | |
Shareholders' equity | |
Shares issued upon conversion of preferred shares | 199,990,641 |
Ordinary Shares | Senior Notes | Senior Promissory Note, February 2, 2011 | |
Shareholders' equity | |
Shares converted from debt (in shares) | 7,942,314 |
Ordinary Shares | Initial public offering | Senior Notes | Senior Promissory Note, February 2, 2011 | |
Shareholders' equity | |
Share price (in dollars per share) | $ / shares | $ 1.85 |
Shareholders' equity - Exercise
Shareholders' equity - Exercise of the Option and Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 08, 2016 | Feb. 29, 2016 |
Shareholders' equity | ||
Carrying value and the Option and Warrants reclassified from current liability to shareholders' equity | $ 3,687 | |
Warrants to purchase convertible preferred shares in connection with the promissory notes | ||
Warrants in connection with the promissory notes | ||
Preferred shares issued upon warrant exercise (in shares) | 621,637 | |
PreferredShares converted to ordinary shares (in shares) | 621,637 | |
Shareholders' equity | ||
Preferred shares issued upon warrant exercise (in shares) | 621,637 | |
Option to purchase shares by rental deferral | ||
Option to purchase shares by rental deferral | ||
Number of shares purchased upon exercise (in shares) | 1,451,586 | |
Baker Bros | Warrants to purchase ordinary shares | ||
Shareholders' equity | ||
Ordinary shares issued upon exercise of warrants (in shares) | 2,592,593 | |
Exercise price (in dollars per share) | $ 0.68 | |
Executive Officer | Warrants to purchase convertible preferred shares | ||
Warrants in connection with the promissory notes | ||
Preferred shares issued upon warrant exercise (in shares) | 57,777 | |
PreferredShares converted to ordinary shares (in shares) | 57,777 | |
Shareholders' equity | ||
Preferred shares issued upon warrant exercise (in shares) | 57,777 | |
Exercise price (in dollars per share) | $ 0.68 |
Restricted net assets (Details)
Restricted net assets (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Restricted net assets | |||
Minimum required statutory reserve of annual after-tax profit (as a percent) | 10.00% | ||
Required statutory reserve as a percentage of registered capital (as a percent) | 50.00% | ||
Appropriation to statutory reserves | $ 0 | $ 0 | $ 0 |
PRC | Subsidiaries | |||
Restricted net assets | |||
Restricted net assets | $ 9,955 | $ 3,383 |
Employee defined contributio101
Employee defined contribution plan (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
PRC mandated defined contribution | |||
Employee defined contribution plan | |||
Employer contribution to retirement plan | $ 2,148 | $ 1,443 | $ 1,030 |
401(k) Plan | |||
Employee defined contribution plan | |||
Employer contribution to retirement plan | $ 100 | $ 0 | $ 0 |
Matching contribution of employee's contribution (as a percent) | 50.00% | ||
Participant's compensation matched (as a percent) | 3.00% |
Commitments and contingencies -
Commitments and contingencies - Expense and Future Payment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Commitments and contingencies | |||
Total expense under operating leases | $ 1,974 | $ 1,136 | $ 940 |
Future minimum payments under non-cancelable operating leases | |||
2,017 | 2,931 | ||
2,018 | 2,723 | ||
2,019 | 1,804 | ||
2,020 | 1,600 | ||
2021 and thereafter | 457 | ||
Total | $ 9,515 |
Commitments and contingencie103
Commitments and contingencies - Lease Agreement (Details) - Research and Marketing Facility in Suzhou, China ¥ in Thousands | Apr. 10, 2016CNY (¥)m² |
Commitments and contingencies | |
Area of land under lease agreement | m² | 11,000 |
Monthly rent | ¥ 281 |
Monthly rent, service charge | ¥ 65 |
Monthly rent, service charge, period in which service charge cannot change (in years) | 3 years |
Maximum percentage of increase in service charge (as a percent) | 5.00% |
Suzhou Industrial Park Administrative Committee | |
Commitments and contingencies | |
Period during which full monthly rent paid by third party (in years) | 3 years |
Percentage of monthly rent paid by third party after first three years (as a percent) | 50.00% |
Period during which half monthly rent paid by third party (in years) | 2 years |
Commitments and contingencie104
Commitments and contingencies - Capital Commitments (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Capital Addition Purchase Commitments | |
Capital commitments | |
Capital commitments for the acquisition of property, plant and equipment | $ 4,527 |
Selected quarterly financial105
Selected quarterly financial data (unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Selected quarterly financial data (unaudited) | |||||||||||
Revenue | $ 393 | $ 677 | $ 4,677 | $ 1,380 | $ 1,380 | $ 1,379 | $ 1,070 | $ 8,816 | $ 13,035 | ||
Loss from operations | $ (37,270) | $ (34,828) | (24,628) | (20,334) | (26,376) | (13,992) | (6,565) | (9,812) | (117,060) | (56,745) | (15,757) |
Net loss | (37,598) | (35,494) | (24,124) | (22,001) | (27,250) | (13,999) | (5,641) | (10,212) | (119,217) | (57,102) | (18,546) |
Net loss attributable to ordinary shareholders | $ (37,598) | $ (35,494) | $ (24,124) | $ (22,001) | $ (27,250) | $ (13,999) | $ (5,641) | $ (10,212) | $ (119,217) | $ (57,102) | $ (18,278) |
Basic and diluted net loss per share | $ (0.08) | $ (0.08) | $ (0.06) | $ (0.07) | $ (0.23) | $ (0.13) | $ (0.05) | $ (0.09) | $ (0.30) | $ (0.52) | $ (0.18) |
Subsequent events (Details)
Subsequent events (Details) - Subsequent Event - Forecast ¥ in Thousands | Mar. 07, 2017CNY (¥)m²item |
BeiGene HK | JV Company | |
Subsequent Events | |
Cash capital contribution | ¥ 200,000 |
Minimum number of biologics assets to be contributed | item | 1 |
Equity interest in joint venture (as a percent) | 95.00% |
Contribution under Capital Increase Agreement | ¥ 200,000 |
Contribution payment period of the contribuion under Capital Increase Agreement | 3 years |
GET | JV Company | |
Subsequent Events | |
Cash capital contribution | ¥ 1,000,000 |
Equity interest in joint venture (as a percent) | 5.00% |
Debt instrument term (in years) | 72 months |
Shareholder loan interest rate (as a percent) | 8.00% |
JV Company | |
Subsequent Events | |
Registered capital | ¥ 1,000,000 |
Amount to borrow | ¥ 1,000,000 |
JV Company | Minimum | |
Subsequent Events | |
Land area to acquire | m² | 100,000 |