Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Aug. 08, 2016 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | BeiGene, Ltd. | |
Entity Central Index Key | 1,651,308 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 427,919,031 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 58,084 | $ 17,869 |
Short-term investments | 168,535 | 82,617 |
Prepaid expenses and other current assets | 6,135 | 5,783 |
Total current assets | 232,754 | 106,269 |
Property and equipment, net | 9,752 | 6,612 |
Other non-current assets | 8,724 | 3,883 |
Total non-current assets | 18,476 | 10,495 |
Total assets | 251,230 | 116,764 |
Current liabilities: | ||
Accounts payable | 6,071 | 8,980 |
Advances from customers | 1,070 | |
Accrued expenses and other payables | 14,226 | 8,351 |
Senior Promissory Note | 14,598 | |
Warrant and option liabilities | 2,173 | |
Tax payable | 168 | |
Total current liabilities | 20,465 | 35,172 |
Non-current liabilities: | ||
Long-term bank loan | 10,553 | 6,188 |
Deferred rental | 980 | |
Other long-term liabilities | 165 | 105 |
Total non-current liabilities | 10,718 | 7,273 |
Total liabilities | 31,183 | 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 December 31, 2015) | 176,084 | |
Shareholders' deficit: | ||
Ordinary shares (par value of US$0.0001 per share; 9,500,000,000 shares authorized; 427,919,031 shares issued and outstanding as of June 30, 2016 (December 31, 2015: 116,174,094 shares)) | 43 | 12 |
Additional paid-in capital | 385,787 | 18,227 |
Accumulated other comprehensive loss | (1,463) | (1,809) |
Accumulated deficit | (164,320) | (118,195) |
Total shareholders' (deficit) equity | 220,047 | (101,765) |
Total liabilities, mezzanine equity and shareholders' (deficit) equity | $ 251,230 | $ 116,764 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 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 | 427,919,031 | 116,174,094 |
Ordinary shares, shares outstanding | 427,919,031 | 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 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Revenue | ||||
Collaboration revenue | $ 393 | $ 1,380 | $ 1,070 | $ 2,759 |
Total revenue | 393 | 1,380 | 1,070 | 2,759 |
Operating expenses: | ||||
Research and development | (21,117) | (6,737) | (38,994) | (16,796) |
General and administrative | (3,904) | (1,208) | (7,038) | (2,340) |
Total operating expenses | (25,021) | (7,945) | (46,032) | (19,136) |
Loss from operations | (24,628) | (6,565) | (44,962) | (16,377) |
Interest income | 262 | 409 | 756 | 526 |
Interest expense | (141) | (273) | (345) | (540) |
Changes in fair value of financial instruments | (14) | (1,514) | (202) | |
Disposal loss on available-for-sale securities | (228) | (44) | (940) | (57) |
Other income | 748 | 809 | 1,063 | 809 |
Other expense | (2) | 37 | (4) | (12) |
Loss before income tax expense | (23,989) | (5,641) | (45,946) | (15,853) |
Income tax expense | (135) | 0 | (179) | 0 |
Net loss | $ (24,124) | $ (5,641) | $ (46,125) | $ (15,853) |
Loss per share | ||||
Basic and diluted (in dollars per share) | $ (0.06) | $ (0.05) | $ (0.13) | $ (0.15) |
Weighted-average number of ordinary shares used in net loss per share calculation | ||||
Basic and diluted (in dollars per share) | 427,746,711 | 108,544,901 | 360,894,390 | 108,520,761 |
Loss per ADS | ||||
Basic and diluted (in dollars per share) | $ (0.73) | $ (0.68) | $ (1.66) | $ (1.90) |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | ||||
Net loss | $ (24,124) | $ (5,641) | $ (46,125) | $ (15,853) |
Other comprehensive (loss) income, net of tax of nil: | ||||
Foreign currency translation adjustments | (486) | (32) | (390) | (81) |
Unrealized holding (loss) gain, net | 275 | (365) | 736 | (421) |
Comprehensive loss | $ (24,335) | $ (6,038) | $ (45,779) | $ (16,355) |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Other comprehensive (loss) income, tax | ||||
Foreign currency translation adjustments, tax | $ 0 | $ 0 | $ 0 | $ 0 |
Unrealized holding (loss) gain, tax | 0 | 0 | 0 | 0 |
Comprehensive loss, tax | $ 0 | $ 0 | $ 0 | $ 0 |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Operating activities | ||
Net loss | $ (46,125) | $ (15,853) |
Adjustments to reconcile net loss to net cash from operating activities: | ||
Depreciation expenses | 931 | 725 |
Share-based compensation expenses | 3,899 | 3,224 |
Loss on disposal of property and equipment | 2 | |
Changes in fair value of financial instruments | 1,514 | 202 |
Disposal loss on available-for-sale securities | 940 | 57 |
Interest expense | 93 | 540 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (1,982) | (742) |
Other non-current assets | (321) | (29) |
Accounts payable | (3,075) | 1,164 |
Advances from customers | (1,070) | (2,761) |
Accrued expenses and other payables | 5,871 | 297 |
Tax payable | 168 | |
Other long-term liabilities | 60 | (28) |
Net cash used in operating activities | (39,097) | (13,202) |
Investing activities | ||
Purchases of property and equipment | (8,758) | (1,028) |
Purchase of available-for-sale securities | (176,993) | (90,115) |
Proceeds from disposal of available-for-sale securities | 90,546 | 18,678 |
Proceeds from disposal of property and equipment | 3 | |
Net cash used in investing activities | (95,205) | (72,462) |
Financing activities | ||
Proceeds from issuance of ordinary shares, net of initial public offering costs | 167,931 | |
Proceeds from issuance of preferred shares | 97,350 | |
Payment of convertible preferred shares issuance cost | (75) | |
Repayment of short-term loan | (322) | |
Proceeds from long-term loan | 4,521 | |
Proceeds from exercise of warrants | 2,118 | |
Net cash provided by financing activities | 174,570 | 96,953 |
Effect of foreign exchange rate changes, net | (53) | (31) |
Net increase in cash and cash equivalents | 40,215 | 11,258 |
Cash and cash equivalents at beginning of period | 17,869 | 13,898 |
Cash and cash equivalents at end of period | 58,084 | 25,156 |
Supplemental cash flow disclosures: | ||
Income taxes paid | 25 | |
Interest expense paid | 242 | 7 |
Non-cash activities: | ||
Conversion of Senior Promissory Note | 14,693 | |
Conversion of deferred rental | 980 | |
Conversion of convertible preferred shares | 176,084 | |
Conversion of warrant and option liabilities | 3,687 | |
Initial public offering costs accrued in accrued expenses and other payables | 166 | |
Acquisitions of equipment included in accounts payable | $ 78 | $ 36 |
Organization
Organization | 6 Months Ended |
Jun. 30, 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. 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 12,870,000 ordinary shares in the form of 990,000 ADSs. Net proceeds from the IPO including underwriter options after deducting underwriting discount and offering expenses were $166,197. The deferred IPO costs were recorded as a reduction of the proceeds received from the IPO in the shareholders’ equity. As at June 30, 2016, the Company’s wholly-owned subsidiaries are as follows: Name of Company Place of Incorporation Date of Incorporation Percentage of Ownership by the Company Principal Activities 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. 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 | 6 Months Ended |
Jun. 30, 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 accompanying condensed consolidated balance sheet as of June 30, 2016, the condensed consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2015 and 2016, the condensed consolidated statements of cash flows for the six months ended June 30, 2015 and 2016, and the related footnote disclosures are unaudited. The accompanying unaudited interim financial statements were prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), including guidance with respect to interim financial information and in conformity with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for annual financial statements. These financial statements should be read in conjunction with the consolidated financial statements and related footnotes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015. The unaudited condensed consolidated interim financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all normal recurring adjustments, necessary to present a fair statement of the results for the interim periods presented. Results of the operations for the three and six months ended June 30, 2016 are not necessarily indicative of the results expected for the full fiscal year or for any future annual or interim period. The condensed consolidated financial statements include the financial statements of the Company and its subsidiaries, which are all wholly-owned by the Company. All significant intercompany transactions and balances between the Company and its subsidiaries are eliminated upon consolidation. Use of estimates The preparation of the condensed 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 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 the 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. 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. 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 warrant and option liabilities. As of December 31, 2015 and June 30, 2016, 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 Company measures the fair value of money market funds based on quoted prices in active markets for identical assets. 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/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 instruments of comparable maturities. The warrant 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 warrant 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 warrant 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, 2015 and June 30, 2016: As of December 31, 2015 Quoted Price in Active Market for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) $ $ $ Available-for-sale securities (note 3): Corporate fixed income bonds — — U.S. Treasury securities — — Municipal Bonds — — Option to purchase shares by rental deferral (note 7) — — Warrants in connection with the convertible promissory notes (note 7) — — As of June 30, 2016 Quoted Price in Active Market for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) $ $ $ Available-for-sale securities (note 3): Corporate fixed income bonds — — Municipal Bonds — — U.S. Treasury securities — — Cash equivalents Money market funds — — The Company has measured the option to purchase shares by rental deferral and the warrants in connection with the convertible promissory notes at fair values on a recurring basis using significant unobservable inputs (Level 3) as of December 31, 2015. The option and warrants have been exercised as of June 30, 2016. The Company determined the exercise date fair value of the warrants and option using significant other observable inputs (Level 2). The following tables present a reconciliation of the option and warrant liabilities for the six months ended June 30, 2016. Warrant and Option Liabilities $ Balance as of December 31, 2015 Recognized — Unrealized loss Settlement ) Balance as of June 30, 2016 — The amount of total unrealized loss for the six months ended June 30, 2016 included in losses Realized and unrealized gain or loss for the three and six months ended June 30, 2015 and 2016 was recorded as “Changes in fair value of financial instruments” in the condensed consolidated statements of operations. 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 clarif y 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 is currently evaluating the method of adoption to be utilized and it cannot currently estimate the financial statement impact of adoption. 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 is currently evaluating the method of adoption to be utilized and it cannot currently estimate the financial statement impact of adoption. 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. |
Short-term investments
Short-term investments | 6 Months Ended |
Jun. 30, 2016 | |
Short-term investments | |
Short-term investments | 3. Short-term investments Short-term investments as of December 31, 2015 consisted of the following available-for-sale exchange-traded debt securities: Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value (Net Carrying Amount) $ $ $ $ Corporate fixed income bonds — U.S. Treasury securities — Municipal Bonds — Total Short-term investments as of June 30, 2016 consisted of the following available-for-sale exchange-traded debt securities: Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value (Net Carrying Amount) $ $ $ $ Corporate fixed income bonds — U.S. treasury securities Municipal Bonds — Total Contractual maturities of all debt securities as of June 30, 2016 were within one year. The Company does not intend to sell the debt 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 debt securities to be other-than-temporarily impaired at June 30, 2016. |
Property and equipment
Property and equipment | 6 Months Ended |
Jun. 30, 2016 | |
Property and equipment | |
Property and equipment | 4. Property and equipment Property and equipment consisted of the following as of December 31, 2015 and June 30, 2016: As of December 31, 2015 June 30, 2016 $ $ 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 Depreciation expenses for the three and six months ended June 30, 2015 were $373 and $725, respectively. Depreciation expenses for the three and six months ended June 30, 2016 were $492 and $931, respectively. |
Income taxes
Income taxes | 6 Months Ended |
Jun. 30, 2016 | |
Income taxes | |
Income taxes | 5. Income taxes Income tax expense was $135 and $179 , respectively, for the three and six months ended June 30, 2016 compared with nil for both the three and six months ended June 30, 2015. Current year income tax expense was attributable to BeiGene USA, Inc., 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 a cumulative loss position for the three and six months ended June 30, 2015 and 2016. The Company recorded a full valuation allowance against deferred tax assets for all periods presented. No unrecognized tax benefits and related interest and penalties were recorded in any of the periods presented. |
Accrued expenses and other paya
Accrued expenses and other payables | 6 Months Ended |
Jun. 30, 2016 | |
Accrued expenses and other payables | |
Accrued expenses and other payables | 6. Accrued expenses and other payables As of December 31, 2015 June 30, 2016 $ $ Payroll payables Accrued operating expenses Other payables Total accrued expenses and other payables |
Warrant and option liabilities
Warrant and option liabilities | 6 Months Ended |
Jun. 30, 2016 | |
Warrant and option liabilities | |
Warrant and option liabilities | 7. Warrant and option liabilities As of December 31, 2015 June 30, 2016 $ $ Option to purchase shares by rental deferral — Warrants in connection with the 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 is a freestanding instrument and is recorded as 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 $1.750 was determined based on the intrinsic value, which equals to the difference between the share price at the IPO closing date and the exercise price. During the three and six months ended June 30 , 2015, the Company recognized a loss from the increase in fair value of the Option of $6 and $112, respectively. During the three and six months ended June 30 , 2016, the Company recognized a loss from the increase in fair value of the Option of nil and $1,151, respectively. Warrants in connection with the promissory notes During the years ended December 31, 2012 and 2014, the Company entered into agreements with several investors to issue convertible promissory notes, and related warrants to purchase the Company’s prefer red 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 and February, 2016, the warrants issued in connection with the promissory notes were exercised for 621,637 Preferred Shares, which shares were 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 $1.750 per share was determined based on the intrinsic value, which equals to the difference between the share price at the IPO closing date and the exercise price. For the three and six months ended June 30, 201 5 , the Company recognized loss from the increase in fair value of $ 8 and $90 , respectively. For the three and six months ended June 30, 201 6 , the Company recognized loss from the increase in fair value of nil and $363 , respectively. |
Long-term bank loan
Long-term bank loan | 6 Months Ended |
Jun. 30, 2016 | |
Line of Credit | Long-term Bank Loan, September 2, 2015 | |
Long-term bank loan | |
Long-term bank loan | 8. Long-term bank loan On September 2, 2015, BeiGene Suzhou entered into a loan agreement with Suzhou Industrial Park and China Construction Bank, to borrow $18,885 at a 7% fixed annual interest rate. As of June 30, 2016, the Company has drawn down $10,533 which is secured by BeiGene Suzhou’s future equipment purchases and the Company’s rights to a PRC patent on a drug candidate. The loan amounts of $9,443 and $1,090 are repayable on September 30, 2018 and 2019, respectively. Interest expense recognized for the three and six months ended June 30, 2016 amounted to $ 142 and $250 , respectively. |
Senior Promissory Note
Senior Promissory Note | 6 Months Ended |
Jun. 30, 2016 | |
Senior Notes | Senior Promissory Note, February 2, 2011 | |
Senior Promissory Note | |
Senior Promissory Note | 9. Senior Promissory Note On January 26, 2016, the Company entered into a note amendment and exchange agreement with Merck Sharp & Dohme Research GmbH (“MSD”), 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 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 | 6 Months Ended |
Jun. 30, 2016 | |
Convertible preferred shares | |
Convertible preferred shares | 10. 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 a 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. Upon conversion of the Preferred Shares, 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) entities affiliated with Baker Bros. Advisors LP (collectively, “Baker Bros.”) 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 are classified as mezzanine equity as these convertible preferred shares are redeemable upon the occurrence of a conditional event (i.e. a Liquidation Transaction). The holders of the Preferred Shares have a liquidation preference and will 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 is 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 is 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 do not qualify for bifurcation accounting because the conversion option is clearly and closely related to the host instrument and the underlying ordinary shares are not publicly traded nor readily convertible into cash. The contingent redemption options of the convertible preferred shares do not qualify for bifurcation accounting because the underlying ordinary shares are neither publicly traded nor readily convertible into cash. There are 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 has been made to the initial carrying amount of the Preferred Shares. On February 8, 2016, in connection with the completion of the IPO, all outstanding Preferred Shares were converted into 199,990,641 ordinary shares. |
Related party balances and tran
Related party balances and transactions | 6 Months Ended |
Jun. 30, 2016 | |
Related party balances and transactions | |
Related party balances and transactions | 11. Related party balances and transactions During the three and six months ended June 30, 2015, a shareholder provided consulting services to the Company at a fee of $ 25 and $ 50 , respectively. During the three and six months ended June 30, 2016, a shareholder, who is also a director, provided consulting services to the Company at a fee of $ 25 and $ 50 , respectively. |
Research and development collab
Research and development collaborative arrangements | 6 Months Ended |
Jun. 30, 2016 | |
Research and development collaborative arrangements | |
Research and development collaborative arrangements | 12. Research and development collaborative arrangements The Company did not enter into any new collaborative arrangements during the three or six months ended June 30, 2015 and 2016. The following table summarizes total collaboration revenue recognized for the three and six months ended June 30, 2015 and 2016: Three Months Ended June 30, Six Months Ended June 30, 2015 2016 2015 2016 $ $ $ $ License revenue — — — — Research and development revenue Total The Company recorded advances from customers related to the collaboration of approximately $1,070 and nil at December 31, 2015 and June 30, 2016, respectively. |
Loss per share
Loss per share | 6 Months Ended |
Jun. 30, 2016 | |
Loss per share | |
Loss per share | 13. Loss per share Loss per share was calculated as follows: Three Months Ended June 30, Six Months Ended June 30, 2015 2016 2015 2016 $ $ $ $ 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 three and six months ended June 30, 2015 and 2016, 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 three months ended June 30, 2015 and the six months ended June 30, 2015 and 2016. The effects of all share options and restricted shares were excluded from the calculation of diluted earnings per share as their effect would have been anti-dilutive during the three months ended June 30, 2016. |
Share-based compensation
Share-based compensation | 6 Months Ended |
Jun. 30, 2016 | |
Share-based compensation | |
Share-based compensation | 14. Share-based compensation 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 a new equity compensation plan, the 2016 Share Option and Incentive Plan, or 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 that the number of ordinary shares reserved and available for issuance will automatically increase each January 1, beginning on January 1, 2017, by 5% of the outstanding number of ordinary shares on the immediately preceding December 31 or such lesser number of ordinary shares as determined by the board of directors 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, shares not needed to fulfill any obligations under the 2011 Plan will also be available for issuance under the 2016 Plan. In January 2016, the Company granted 2,417,152 options 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. O n 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 u nder the 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. The restricted ordinary shares vest evenly over a four-year period on a yearly basis. Modification Upon the completion of the Company’s IPO on February 8, 2016 (“Date of the Change in Employment Status”), a consultant (the “Consultant”) became a member of the Company’s board of directors and his compensation is now treated as employee compensation. The fair value of the options granted by the Company to the Consultant has been re-measured as of the Date of the Change in Employment Status 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. The following table summarizes total share-based compensation expense recognized for the three and six months ended June 30, 2015 and 2016: Three Months Ended June 30, Six Months Ended June 30, 2015 2016 2015 2016 $ $ $ $ Research and development General and administrative Total |
Accumulated other comprehensive
Accumulated other comprehensive loss | 6 Months Ended |
Jun. 30, 2016 | |
Accumulated other comprehensive loss | |
Accumulated other comprehensive loss | 15. Accumulated other comprehensive loss The movement of accumulated other comprehensive loss was as follows: Foreign Currency Translation Adjustments Unrealized Gains (Losses) Total $ $ $ Balance as of December 31, 2015 ) ) ) Other comprehensive income before reclassifications ) ) ) Amounts reclassified from accumulated other comprehensive loss — Net-current period other comprehensive loss ) Balance as of June 30, 2016 ) ) ) |
Shareholders' equity
Shareholders' equity | 6 Months Ended |
Jun. 30, 2016 | |
Shareholders' equity | |
Shareholders' equity | 16. 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 the option and warrants In January 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 shares 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 | 6 Months Ended |
Jun. 30, 2016 | |
Restricted net assets | |
Restricted net assets | 17. Restricted net assets As a result of PRC laws and regulations, the Company’s PRC subsidiaries are restricted in their ability to transfer a portion of their net assets to the Company. As of December 31, 2015 and June 30, 2016, amounts restricted were the net assets of the Company’s PRC subsidiaries, which amounted to $3,383 and $3,573, respectively. |
Commitments and contingencies
Commitments and contingencies | 6 Months Ended |
Jun. 30, 2016 | |
Commitments and contingencies | |
Commitments and contingencies | 18. Commitments and contingencies Operating lease commitments The Company leases office facilities under non-cancelable operating leases expiring on different dates. 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 $ 263 and $ 551 for the three and six months ended June 30 , 2015, respectively. Total expenses under these operating leases were $ 309 and $ 625 for the three and six months ended June 30 , 201 6 , respectively. Future minimum payments under non-cancelable operating leases consist of the following as of June 30, 2016 $ Six months ending December 31, 2016 Year ending December 31, 2017 Year ending December 31, 2018 Year ending December 31, 2019 Year ending December 31, 2020 Year ending December 31, 2021 and thereafter Total Capital commitments The Company had capital commitments amounting to $ 12,451 for the acquisition of property, plant and equipment as of June 30, 2016. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2016 | |
Subsequent Events | |
Subsequent Events | 19. Subsequent Events New option grants Subsequent to June 30, 2016, the Company in aggregate granted 15,832,527 options to employees and 3,322,080 options to consultants with an exercise price per ordinary share equal to 1/13 of the closing price of the Company’s American Depositary Shares quoted on the NASDAQ Stock Exchange on the applicable grant date under the 2016 plan. |
Summary of significant accoun27
Summary of significant accounting policies (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
Summary of significant accounting policies | |
Basis of presentation and principles of consolidation | Basis of presentation and principles of consolidation The accompanying condensed consolidated balance sheet as of June 30, 2016, the condensed consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2015 and 2016, the condensed consolidated statements of cash flows for the six months ended June 30, 2015 and 2016, and the related footnote disclosures are unaudited. The accompanying unaudited interim financial statements were prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), including guidance with respect to interim financial information and in conformity with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for annual financial statements. These financial statements should be read in conjunction with the consolidated financial statements and related footnotes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015. The unaudited condensed consolidated interim financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all normal recurring adjustments, necessary to present a fair statement of the results for the interim periods presented. Results of the operations for the three and six months ended June 30, 2016 are not necessarily indicative of the results expected for the full fiscal year or for any future annual or interim period. The condensed consolidated financial statements include the financial statements of the Company and its subsidiaries, which are all wholly-owned by the Company. All significant intercompany transactions and balances between the Company and its subsidiaries are eliminated upon consolidation. |
Use of estimates | Use of estimates The preparation of the condensed 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 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 the 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. |
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. |
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 warrant and option liabilities. As of December 31, 2015 and June 30, 2016, 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 Company measures the fair value of money market funds based on quoted prices in active markets for identical assets. 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/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 instruments of comparable maturities. The warrant 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 warrant 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 warrant 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, 2015 and June 30, 2016: As of December 31, 2015 Quoted Price in Active Market for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) $ $ $ Available-for-sale securities (note 3): Corporate fixed income bonds — — U.S. Treasury securities — — Municipal Bonds — — Option to purchase shares by rental deferral (note 7) — — Warrants in connection with the convertible promissory notes (note 7) — — As of June 30, 2016 Quoted Price in Active Market for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) $ $ $ Available-for-sale securities (note 3): Corporate fixed income bonds — — Municipal Bonds — — U.S. Treasury securities — — Cash equivalents Money market funds — — The Company has measured the option to purchase shares by rental deferral and the warrants in connection with the convertible promissory notes at fair values on a recurring basis using significant unobservable inputs (Level 3) as of December 31, 2015. The option and warrants have been exercised as of June 30, 2016. The Company determined the exercise date fair value of the warrants and option using significant other observable inputs (Level 2). The following tables present a reconciliation of the option and warrant liabilities for the six months ended June 30, 2016. Warrant and Option Liabilities $ Balance as of December 31, 2015 Recognized — Unrealized loss Settlement ) Balance as of June 30, 2016 — The amount of total unrealized loss for the six months ended June 30, 2016 included in losses Realized and unrealized gain or loss for the three and six months ended June 30, 2015 and 2016 was recorded as “Changes in fair value of financial instruments” in the condensed consolidated statements of operations. |
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 clarif y 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 is currently evaluating the method of adoption to be utilized and it cannot currently estimate the financial statement impact of adoption. 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 is currently evaluating the method of adoption to be utilized and it cannot currently estimate the financial statement impact of adoption. 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. |
Organization (Tables)
Organization (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Organization | |
Schedule of the Company's subsidiaries | As at June 30, 2016, the Company’s wholly-owned subsidiaries are as follows: Name of Company Place of Incorporation Date of Incorporation Percentage of Ownership by the Company Principal Activities 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. 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 accoun29
Summary of significant accounting policies (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Summary of significant accounting policies | |
Summary of assets and liabilities measured at fair value on a recurring basis | As of December 31, 2015 Quoted Price in Active Market for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) $ $ $ Available-for-sale securities (note 3): Corporate fixed income bonds — — U.S. Treasury securities — — Municipal Bonds — — Option to purchase shares by rental deferral (note 7) — — Warrants in connection with the convertible promissory notes (note 7) — — As of June 30, 2016 Quoted Price in Active Market for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) $ $ $ Available-for-sale securities (note 3): Corporate fixed income bonds — — Municipal Bonds — — U.S. Treasury securities — — Cash equivalents Money market funds — — |
Schedule of reconciliation of option and warrant liabilities | Warrant and Option Liabilities $ Balance as of December 31, 2015 Recognized — Unrealized loss Settlement ) Balance as of June 30, 2016 — The amount of total unrealized loss for the six months ended June 30, 2016 included in losses |
Short-term investments (Tables)
Short-term investments (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Short-term investments | |
Schedule of short-term investments | Short-term investments as of December 31, 2015 consisted of the following available-for-sale exchange-traded debt securities: Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value (Net Carrying Amount) $ $ $ $ Corporate fixed income bonds — U.S. Treasury securities — Municipal Bonds — Total Short-term investments as of June 30, 2016 consisted of the following available-for-sale exchange-traded debt securities: Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value (Net Carrying Amount) $ $ $ $ Corporate fixed income bonds — U.S. treasury securities Municipal Bonds — Total |
Property and equipment (Tables)
Property and equipment (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Property and equipment | |
Schedule of components of property and equipment | As of December 31, 2015 June 30, 2016 $ $ 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 |
Accrued expenses and other pa32
Accrued expenses and other payables (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Accrued expenses and other payables | |
Schedule of accrued expenses and other payables | As of December 31, 2015 June 30, 2016 $ $ Payroll payables Accrued operating expenses Other payables Total accrued expenses and other payables |
Warrant and option liabilities
Warrant and option liabilities (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Warrant and option liabilities | |
Summary of outstanding warrant and option liabilities | As of December 31, 2015 June 30, 2016 $ $ Option to purchase shares by rental deferral — Warrants in connection with the promissory notes — Total — |
Research and development coll34
Research and development collaborative arrangements (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Research and development collaborative arrangements | |
Schedule of total collaboration revenue recognized | Three Months Ended June 30, Six Months Ended June 30, 2015 2016 2015 2016 $ $ $ $ License revenue — — — — Research and development revenue Total |
Loss per share (Tables)
Loss per share (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Loss per share | |
Schedule of the calculation of basic and diluted net loss per ordinary share | Three Months Ended June 30, Six Months Ended June 30, 2015 2016 2015 2016 $ $ $ $ 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) | 6 Months Ended |
Jun. 30, 2016 | |
Share-based compensation | |
Schedule of share-based compensation expense recognized | Three Months Ended June 30, Six Months Ended June 30, 2015 2016 2015 2016 $ $ $ $ Research and development General and administrative Total |
Accumulated other comprehensi37
Accumulated other comprehensive loss (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Accumulated other comprehensive loss | |
Schedule of accumulated other comprehensive loss | Foreign Currency Translation Adjustments Unrealized Gains (Losses) Total $ $ $ Balance as of December 31, 2015 ) ) ) Other comprehensive income before reclassifications ) ) ) Amounts reclassified from accumulated other comprehensive loss — Net-current period other comprehensive loss ) Balance as of June 30, 2016 ) ) ) |
Commitments and contingencies (
Commitments and contingencies (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Commitments and contingencies | |
Future minimum payments under non-cancelable operating leases | Future minimum payments under non-cancelable operating leases consist of the following as of June 30, 2016 $ Six months ending December 31, 2016 Year ending December 31, 2017 Year ending December 31, 2018 Year ending December 31, 2019 Year ending December 31, 2020 Year ending December 31, 2021 and thereafter Total |
Organization - Closing of Initi
Organization - Closing of Initial Public Offering (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 08, 2016 | Jun. 30, 2016 |
Organization | ||
Proceeds from initial public offering | $ 167,931 | |
IPO | ||
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 initial public offering | $ 166,197 | |
Over-Allotment Option | ||
Organization | ||
Shares issued, American Depository Shares (in shares) | 990,000 | |
Shares issued (in shares) | 12,870,000 |
Organization - Wholly-owned Sub
Organization - Wholly-owned Subsidiaries (Details) | 6 Months Ended |
Jun. 30, 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 accoun41
Summary of significant accounting policies - Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Assets and liabilities measured at fair value on a recurring basis | ||
Short-term investments | $ 168,535 | $ 82,617 |
Option to purchase shares by rental deferral | 1,388 | |
Warrants in connection with the promissory notes | 785 | |
Corporate fixed income bonds | ||
Assets and liabilities measured at fair value on a recurring basis | ||
Short-term investments | 12,455 | 69,255 |
U.S. Treasury securities | ||
Assets and liabilities measured at fair value on a recurring basis | ||
Short-term investments | 153,078 | 8,000 |
Municipal Bonds | ||
Assets and liabilities measured at fair value on a recurring basis | ||
Short-term investments | 3,002 | 5,362 |
Recurring basis | Level 1 | Money market funds | ||
Assets and liabilities measured at fair value on a recurring basis | ||
Cash equivalents | 32,321 | |
Recurring basis | Level 1 | Corporate fixed income bonds | ||
Assets and liabilities measured at fair value on a recurring basis | ||
Short-term investments | 12,455 | 69,255 |
Recurring basis | Level 1 | U.S. Treasury securities | ||
Assets and liabilities measured at fair value on a recurring basis | ||
Short-term investments | 153,078 | 8,000 |
Recurring basis | Level 1 | Municipal Bonds | ||
Assets and liabilities measured at fair value on a recurring basis | ||
Short-term investments | $ 3,002 | 5,362 |
Recurring basis | Level 3 | ||
Assets and liabilities measured at fair value on a recurring basis | ||
Option to purchase shares by rental deferral | 1,388 | |
Warrants in connection with the promissory notes | $ 785 |
Summary of significant accoun42
Summary of significant accounting policies - Reconciliation of Option and Warrant Liabilities (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2016USD ($) | |
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 |
Short-term investments - Tabula
Short-term investments - Tabular Disclosure (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Short-term investments | ||
Amortized Cost | $ 169,004 | $ 83,823 |
Gross Unrealized Gains | 57 | 1 |
Gross Unrealized Losses | 526 | 1,207 |
Fair Value (Net Carrying Amount) | 168,535 | 82,617 |
Corporate fixed income bonds | ||
Short-term investments | ||
Amortized Cost | 12,755 | 70,383 |
Gross Unrealized Losses | 300 | 1,128 |
Fair Value (Net Carrying Amount) | 12,455 | 69,255 |
U.S. Treasury securities | ||
Short-term investments | ||
Amortized Cost | 153,225 | 7,999 |
Gross Unrealized Gains | 57 | 1 |
Gross Unrealized Losses | 204 | |
Fair Value (Net Carrying Amount) | 153,078 | 8,000 |
Municipal Bonds | ||
Short-term investments | ||
Amortized Cost | 3,024 | 5,441 |
Gross Unrealized Losses | 22 | 79 |
Fair Value (Net Carrying Amount) | $ 3,002 | $ 5,362 |
Short-term investments - Contra
Short-term investments - Contractual Maturities (Details) $ in Thousands | Jun. 30, 2016USD ($) |
Contractual maturities of debt securities within one year | |
Contractual maturities of debt securities within one year | $ 168,535 |
Property and equipment - Tabula
Property and equipment - Tabular Disclosure (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Property and equipment | ||
Property and equipment, at cost | $ 14,244 | $ 12,696 |
Less accumulated depreciation and amortization | (6,845) | (6,084) |
Construction in progress | 2,353 | |
Property and equipment, net | 9,752 | 6,612 |
Office Equipment | ||
Property and equipment | ||
Property and equipment, at cost | 225 | 213 |
Electronic equipment | ||
Property and equipment | ||
Property and equipment, at cost | 582 | 424 |
Laboratory equipment | ||
Property and equipment | ||
Property and equipment, at cost | 6,942 | 5,919 |
Computer software | ||
Property and equipment | ||
Property and equipment, at cost | 215 | 186 |
Leasehold improvements | ||
Property and equipment | ||
Property and equipment, at cost | $ 6,280 | $ 5,954 |
Property and equipment - Deprec
Property and equipment - Depreciation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Property and equipment | ||||
Depreciation expenses | $ 492 | $ 373 | $ 931 | $ 725 |
Income taxes - Provision for In
Income taxes - Provision for Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Income taxes | ||||
Income tax expense | $ 135 | $ 0 | $ 179 | $ 0 |
Income taxes - Unrecognized Tax
Income taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Income taxes | ||||
Unrecognized tax benefits | $ 0 | $ 0 | $ 0 | $ 0 |
Accrued expenses and other pa49
Accrued expenses and other payables (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Accrued expenses and other payables | ||
Payroll payables | $ 168 | $ 275 |
Accrued operating expenses | 10,371 | 5,513 |
Other payables | 3,687 | 2,563 |
Total accrued expenses and other payables | $ 14,226 | $ 8,351 |
Warrant and option liabilitie50
Warrant and option liabilities - Tabular Disclosure (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Warrant and option liabilities | |
Option to purchase shares by rental deferral | $ 1,388 |
Warrants in connection with the promissory notes | 785 |
Total | $ 2,173 |
Warrant and option liabilitie51
Warrant and option liabilities - Option to Purchase Shares by Rental Deferral (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 08, 2016 | Sep. 01, 2012 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 |
Option to purchase shares by rental deferral | ||||||
Gain (loss) from the decrease (increase) in fair value | $ (14) | $ (1,514) | $ (202) | |||
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 | |||||
Exercise date fair value (in dollars per share) | $ 1.750 | |||||
Gain (loss) from the decrease (increase) in fair value | $ 0 | $ (6) | $ (1,151) | $ (112) |
Warrant and option liabilitie52
Warrant and option liabilities - Warrants in Connection with the Promissory Notes (Details) - USD ($) $ / shares in Units, $ in Thousands | 2 Months Ended | 3 Months Ended | 6 Months Ended | |||
Feb. 29, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2014 | |
Warrants in connection with the promissory notes | ||||||
Gain (loss) from the decrease (increase) in fair value | $ (14) | $ (1,514) | $ (202) | |||
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% | |||||
Aggregate principal amount | $ 2,410 | |||||
Preferred shares issued upon warrant exercise (in shares) | 621,637 | |||||
Shares converted to ordinary shares (in shares) | 621,637 | |||||
Exercise date fair value (in dollars per share) | $ 1.750 | |||||
Gain (loss) from the decrease (increase) in fair value | $ 0 | $ (8) | $ (363) | $ (90) |
Long-term bank loan (Details)
Long-term bank loan (Details) - Long-term Bank Loan, September 2, 2015 - Line of Credit - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2016 | Sep. 02, 2015 | |
Long-term bank loan | |||
Maximum borrowing capacity | $ 18,885 | ||
Stated interest rate (as a percent) | 7.00% | ||
Amount borrowed | $ 10,533 | $ 10,533 | |
Loan amount repayable on September 30, 2018 | 9,443 | 9,443 | |
Loan amount repayable on September 30, 2019 | 1,090 | 1,090 | |
Interest expense | $ 142 | $ 250 |
Senior Promissory Note (Details
Senior Promissory Note (Details) | Feb. 08, 2016$ / sharesshares |
Senior Promissory Note, February 2, 2011 | Senior Notes | |
Senior Promissory Note | |
Ordinary shares converted from debt (in shares) | shares | 7,942,314 |
IPO | |
Senior Promissory Note | |
Share price (in dollars per share) | $ / shares | $ 1.85 |
Convertible preferred shares -
Convertible preferred shares - Series A Preferred Shares (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 6 Months Ended | |
Oct. 31, 2014 | Jun. 30, 2015 | Dec. 31, 2015 | |
Convertible preferred shares | |||
Proceeds from issuance of convertible preferred shares | $ 97,350 | ||
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 | ||
Ordinary shares converted from debt (in shares) | 64,192,927 |
Convertible preferred shares 56
Convertible preferred shares - Series A-2 Preferred Shares (Details) - USD ($) $ / shares in Units, $ in Thousands | Apr. 21, 2015 | Jun. 30, 2015 | Dec. 31, 2015 |
Convertible preferred shares | |||
Proceeds from issuance of convertible preferred shares | $ 97,350 | ||
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 57
Convertible preferred shares - Dividends (Details) | Feb. 07, 2016 |
Convertible preferred shares | |
Dividend rate (as a percent) | 8.00% |
Convertible preferred shares 58
Convertible preferred shares - Conversion Rights (Details) | Feb. 07, 2016 |
Convertible preferred shares | |
Percentage of the then outstanding Preferred Shares held by holders (as a percent) | 80.63% |
Convertible preferred shares 59
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 60
Convertible preferred shares - Accounting for Preferred Shares (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 08, 2016 | Apr. 21, 2015 | Oct. 31, 2014 |
Convertible preferred shares | |||
Shares converted to ordinary shares (in 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 tr61
Related party balances and transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Related party balances and transactions | ||||
Consulting services provided by shareholders | $ 25 | $ 25 | $ 50 | $ 50 |
Research and development coll62
Research and development collaborative arrangements - Collaboration Revenue Recognized (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Research and development collaborative arrangements | ||||
Research and development revenue | $ 393 | $ 1,380 | $ 1,070 | $ 2,759 |
Total | $ 393 | $ 1,380 | $ 1,070 | $ 2,759 |
Research and development coll63
Research and development collaborative arrangements - Advances From Customers (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Research and development collaborative arrangements | ||
Advances from customers | $ 1,070 | |
Collaborative arrangement | ||
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 | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Numerator: | ||||
Net loss attributable to ordinary shareholders for computing basic and diluted loss per ordinary share | $ (24,124) | $ (5,641) | $ (46,125) | $ (15,853) |
Denominator: | ||||
Weighted average number of ordinary shares outstanding for computing basic and diluted loss per ordinary share | 427,746,711 | 108,544,901 | 360,894,390 | 108,520,761 |
Basic and diluted loss per share | $ (0.06) | $ (0.05) | $ (0.13) | $ (0.15) |
Share-based compensation - 2016
Share-based compensation - 2016 Share Option and Incentive Plan (Details) - 2016 Plan - Share options - shares | Jun. 30, 2016 | Jan. 14, 2016 |
Share-based compensation | ||
Number of shares reserved and available for issuance (in shares) | 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% |
Share-based compensation - Gene
Share-based compensation - General Information (Details) - $ / shares | May 03, 2016 | Feb. 08, 2016 | Jan. 31, 2016 | Jun. 30, 2016 |
Share options | ||||
Share-based compensation | ||||
Contractual term of award (in years) | 10 years | |||
Share options | Minimum | ||||
Share-based compensation | ||||
Vesting period of award (in years) | 3 years | |||
Share options | Maximum | ||||
Share-based compensation | ||||
Vesting period of award (in years) | 5 years | |||
Share options | First tranche | ||||
Share-based compensation | ||||
Vesting period of award (in years) | 1 year | |||
Restricted ordinary shares | ||||
Share-based compensation | ||||
Contractual term of award (in years) | 4 years | |||
2011 Plan | Share options | ||||
Share-based compensation | ||||
Granted (in shares) | 2,417,152 | |||
Exercise price (in dollars per share) | $ 1.85 | |||
2016 Plan | Share options | ||||
Share-based compensation | ||||
Granted (in shares) | 2,376,000 | 460,626 | ||
Exercise price (in dollars per share) | $ 2.05 | $ 2.43 | ||
2016 Plan | Restricted ordinary shares | ||||
Share-based compensation | ||||
Granted (in shares) | 475,000 |
Share-based compensation - Shar
Share-based compensation - Share-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Share-based compensation | ||||
Compensation expense | $ 1,285 | $ 910 | $ 3,899 | $ 3,224 |
Research and development expenses | ||||
Share-based compensation | ||||
Compensation expense | 744 | 890 | 3,043 | 3,185 |
General and administrative | ||||
Share-based compensation | ||||
Compensation expense | $ 541 | $ 20 | $ 856 | $ 39 |
Accumulated other comprehensi68
Accumulated other comprehensive loss (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2016USD ($) | |
Movement in accumulated other comprehensive loss | |
Balance at beginning of period | $ (101,765) |
Balance at end of period | 220,047 |
AOCI Attributable to Parent | |
Movement in accumulated other comprehensive loss | |
Balance at beginning of period | (1,809) |
Other comprehensive income before reclassifications | (594) |
Amounts reclassified from accumulated other comprehensive loss | 940 |
Net-current period other comprehensive loss | 346 |
Balance at end of period | (1,463) |
Foreign Currency Translation Adjustments | |
Movement in accumulated other comprehensive loss | |
Balance at beginning of period | (602) |
Other comprehensive income before reclassifications | (390) |
Net-current period other comprehensive loss | (390) |
Balance at end of period | (992) |
Unrealized Gains (Losses) | |
Movement in accumulated other comprehensive loss | |
Balance at beginning of period | (1,207) |
Other comprehensive income before reclassifications | (204) |
Amounts reclassified from accumulated other comprehensive loss | 940 |
Net-current period other comprehensive loss | 736 |
Balance at end of period | $ (471) |
Shareholders' equity - Conversi
Shareholders' equity - Conversion of Preferred Shares (Details) $ in Thousands | Feb. 08, 2016USD ($)shares |
Shareholders' equity | |
Shares converted to ordinary shares (in shares) | shares | 199,990,641 |
Amount reclassified from mezzanine equity to stockholders' equity | $ | $ 176,084 |
Shareholders' equity - Conver70
Shareholders' equity - Conversion of Senior Promissory Note (Details) $ / shares in Units, $ in Thousands | Feb. 08, 2016USD ($)$ / sharesshares |
Shareholders' equity | |
Amount reclassified from current liability to shareholders' equity | $ | $ 14,693 |
Senior Notes | Senior Promissory Note, February 2, 2011 | |
Shareholders' equity | |
Ordinary shares converted from debt (in shares) | shares | 7,942,314 |
IPO | |
Shareholders' equity | |
Share price (in dollars per share) | $ / shares | $ 1.85 |
Shareholders' equity - Exercise
Shareholders' equity - Exercise of the Option and Warrants - Warrants in Connection with the Convertible Promissory Notes (Details) - Warrants to purchase convertible preferred shares in connection with the promissory notes | 2 Months Ended |
Feb. 29, 2016shares | |
Warrants in connection with the promissory notes | |
Preferred shares issued upon warrant exercise (in shares) | 621,637 |
Shares converted to ordinary shares (in shares) | 621,637 |
Shareholders' equity - Exerci72
Shareholders' equity - Exercise of the Option and Warrants - Option to Purchase Shares by Rental Deferral (Details) | Feb. 08, 2016shares |
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 |
Shareholders' equity - Exerci73
Shareholders' equity - Exercise of the Option and Warrants - Other Warrant Exercises (Details) | Feb. 08, 2016$ / sharesshares |
Warrants to purchase ordinary shares | Baker Bros. | |
Shareholders' equity | |
Ordinary shares issued upon exercise of warrants (in shares) | 2,592,593 |
Exercise price (in dollars per share) | $ / shares | $ 0.68 |
Warrants to purchase convertible preferred shares | Executive Officer | |
Shareholders' equity | |
Preferred shares issued upon warrant exercise (in shares) | 57,777 |
Exercise price (in dollars per share) | $ / shares | $ 0.68 |
Shares converted to ordinary shares (in shares) | 57,777 |
Shareholders' equity - Exerci74
Shareholders' equity - Exercise of the Option and Warrants - Amount Reclassified from Current Liabilities to Shareholders' Equity (Details) $ in Thousands | 1 Months Ended |
Feb. 29, 2016USD ($) | |
Shareholders' equity | |
Carrying value and the Option and Warrants reclassified from current liability to shareholders' equity | $ 3,687 |
Restricted net assets (Details)
Restricted net assets (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
CHINA | Subsidiaries | ||
Restricted net assets | ||
Restricted net assets | $ 3,573 | $ 3,383 |
Commitments and contingencies -
Commitments and contingencies - Expenses under Operating Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Commitments and contingencies | ||||
Total expense under operating leases | $ 309 | $ 263 | $ 625 | $ 551 |
Commitments and contingencies77
Commitments and contingencies - Future Minimum Payments (Details) $ in Thousands | Jun. 30, 2016USD ($) |
Future minimum payments under non-cancelable operating leases | |
Six months ending December 31, 2016 | $ 1,007 |
Year Ending December 31, 2017 | 1,787 |
Year Ending December 31, 2018 | 1,555 |
Year Ending December 31, 2019 | 1,273 |
Year Ending December 31, 2020 | 1,396 |
Year Ending December 31, 2021 and thereafter | 166 |
Total | $ 7,184 |
Commitments and contingencies78
Commitments and contingencies - Capital Commitments (Details) $ in Thousands | Jun. 30, 2016USD ($) |
Capital Addition Purchase Commitments | |
Capital commitments | |
Capital commitments for the acquisition of property, plant and equipment | $ 12,451 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event | 1 Months Ended |
Aug. 09, 2016shares | |
Employee Stock Option | |
Subsequent Events | |
Granted (in shares) | 15,832,527 |
Exercise price ratio | 0.07692 |
Non-employee Stock Option | |
Subsequent Events | |
Granted (in shares) | 3,322,080 |
Exercise price ratio | 0.07692 |