Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 02, 2018 | Jun. 30, 2017 | |
Document and Entity Information | |||
Entity Registrant Name | Biohaven Pharmaceutical Holding Co Ltd. | ||
Entity Central Index Key | 1,689,813 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Public Float | $ 492.3 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Entity Common Stock, Shares Outstanding | 36,520,442 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash | $ 131,468 | $ 23,565 |
Prepaid expenses and other current assets | 5,197 | 470 |
Total current assets | 136,665 | 24,035 |
Property and equipment, net | 2,344 | 26 |
Equity method investment (Note 5) | 7,847 | 2,753 |
Other assets | 32 | 203 |
Total assets | 146,888 | 27,017 |
Current liabilities: | ||
Notes payable, net of discount | 4,216 | |
Accounts payable | 4,721 | 746 |
Accrued expenses | 4,708 | 2,980 |
Total current liabilities | 9,429 | 7,942 |
Warrant liability | 4,021 | 780 |
Derivative liability | 512 | |
Contingent equity liability | 18,938 | |
Notes payable to related parties | 595 | |
Other long-term liabilities | 1,467 | 13 |
Total liabilities | 14,917 | 28,780 |
Commitments and contingencies (Note 16) | ||
Series A convertible preferred shares, no par value, 0 and 11,242,172 shares authorized as of December 31, 2017 and December 31, 2016, respectively; 0 and 4,948,369 shares issued and outstanding as of December 31, 2017 and December 31, 2016, respectively; aggregate liquidation preference of $0 and $45,976 as of December 31, 2017 and December 31, 2016, respectively | 43,270 | |
Shareholders' equity (deficit): | ||
Common shares, no par value; 200,000,000 and 38,000,000 shares authorized as of December 31, 2017 and December 31, 2016, respectively; 36,057,748 and 13,088,500 shares issued and outstanding as of December 31, 2017 and December 31, 2016, respectively | 311,061 | 19,944 |
Additional paid-in capital | 23,556 | 10,479 |
Accumulated deficit | (202,646) | (75,456) |
Total shareholders' equity (deficit) | 131,971 | (45,033) |
Total liabilities, convertible preferred shares and shareholders' equity (deficit) | $ 146,888 | $ 27,017 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
CONSOLIDATED BALANCE SHEETS | ||
Preferred stock, par value (in dollars per share) | $ 0 | $ 0 |
Preferred stock, shares authorized | 0 | 11,242,172 |
Preferred stock, shares issued | 0 | 4,948,369 |
Preferred stock, shares outstanding | 0 | 4,948,369 |
Aggregate liquidation preference | $ 0 | $ 45,976 |
Common stock, par value (in dollars per share) | $ 0 | $ 0 |
Common stock, shares authorized | 200,000,000 | 38,000,000 |
Common stock, shares issued | 36,057,748 | 13,088,500 |
Common stock, shares outstanding | 36,057,748 | 13,088,500 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Operating expenses: | |||||||||||
Research and development | $ 22,686 | $ 34,996 | $ 21,019 | $ 10,740 | $ 20,392 | $ 27,045 | $ 5,722 | $ 2,370 | $ 89,441 | $ 55,529 | $ 7,559 |
General and administrative | 5,614 | 4,571 | 4,199 | 3,757 | 2,452 | 920 | 1,124 | 613 | 18,141 | 5,109 | 2,137 |
Total operating expenses | 28,300 | 39,567 | 25,218 | 14,497 | 22,844 | 27,965 | 6,846 | 2,983 | 107,582 | 60,638 | 9,696 |
Loss from operations | 28,300 | 39,567 | 25,218 | 14,497 | (22,844) | (27,965) | (6,846) | (2,983) | (107,582) | (60,638) | (9,696) |
Other income (expense): | |||||||||||
Interest expense | (239) | (362) | (305) | (292) | (93) | (906) | (385) | ||||
Change in fair value of warrant liability | 2,268 | (2,426) | (2,629) | (454) | 152 | 2 | (3,241) | 154 | |||
Change in fair value of derivative liability | 223 | 289 | 40 | (129) | 27 | (3) | 512 | (65) | (370) | ||
Change in fair value of contingent equity liability | (9,707) | (3,375) | (2,263) | (13,082) | (2,263) | ||||||
Loss from equity method investment | (681) | (638) | (348) | (218) | (172) | (75) | (1,885) | (247) | |||
Total other income (expense), net | 1,577 | (3,293) | (12,823) | (4,063) | (2,535) | (295) | 27 | (3) | (18,602) | (2,806) | (370) |
Loss before provision for income taxes | (26,723) | (42,860) | (38,041) | (18,560) | (25,379) | (28,260) | (6,819) | (2,986) | (126,184) | (63,444) | (10,066) |
Provision for income taxes | 359 | 55 | 399 | 193 | 90 | 1,006 | 90 | ||||
Net loss and comprehensive loss | (27,082) | (42,915) | (38,440) | (18,753) | (25,469) | (28,260) | (6,819) | (2,986) | (127,190) | (63,534) | (10,066) |
Net (income) loss attributable to non-controlling interests | 212 | (50) | 16 | (35) | 143 | (4) | |||||
Accretion of beneficial conversion feature on Series A preferred shares | (8,006) | (4,000) | (12,006) | ||||||||
Net loss attributable to common shareholders of Biohaven Pharmaceutical Holding Company Ltd. | $ (27,082) | $ (42,915) | $ (46,446) | $ (22,753) | $ (25,681) | $ (28,210) | $ (6,835) | $ (2,951) | $ (139,196) | $ (63,677) | $ (10,062) |
Net loss per share attributable to common shareholders of Biohaven Pharmaceutical Holding Company Ltd.-basic and diluted | $ (0.75) | $ (1.19) | $ (1.78) | $ (1.74) | $ (1.96) | $ (2.16) | $ (0.55) | $ (0.25) | $ (5) | $ (5.05) | $ (0.91) |
Weighted average common shares outstanding-basic and diluted | 35,984,111 | 35,930,698 | 26,038,192 | 13,088,861 | 13,088,500 | 13,050,446 | 12,507,956 | 11,776,429 | 27,845,576 | 12,608,366 | 11,009,277 |
CONSOLIDATED STATEMENT OF CONVE
CONSOLIDATED STATEMENT OF CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Series A Convertible Preferred Shares | Total Biohaven Pharmaceutical Holding Company Ltd. Shareholders' Equity (Deficit) | Common Shares | Additional Paid-in Capital | Note Receivable from Shareholder | Accumulated Deficit | Non-Controlling Interests | Total |
Balances at Dec. 31, 2014 | $ 1,560 | $ 3,587 | $ 190 | $ (500) | $ (1,717) | $ (53) | $ 1,507 | |
Balances (in shares) at Dec. 31, 2014 | 10,652,000 | |||||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Issuance of common shares upon completion of initial public offering, net of offering costs | 4,816 | $ 4,816 | 4,816 | |||||
Issuance of common shares upon completion of initial public offering, net of offering costs (in shares) | 867,000 | |||||||
Issuance of common shares in connection with license agreement (Note 13) | 262 | $ 262 | 262 | |||||
Issuance of common shares in connection with license agreement (Note 13) (in shares) | 50,000 | |||||||
Issuance of common share warrant in connection with license agreement (Note 13) | 1,231 | 1,231 | 1,231 | |||||
Collection of note receivable from shareholder | 500 | $ 500 | 500 | |||||
Share-based compensation expense | 2,837 | 2,837 | 2,837 | |||||
Net loss | (10,062) | (10,062) | (4) | (10,066) | ||||
Balances at Dec. 31, 2015 | 1,144 | $ 8,665 | 4,258 | (11,779) | (57) | 1,087 | ||
Balances (in shares) at Dec. 31, 2015 | 11,569,000 | |||||||
Increase (decrease) in temporary equity | ||||||||
Issuance of Series A convertible preferred shares, net of offering costs | $ 38,270 | 2,127 | ||||||
Issuance of Series A convertible preferred shares, net of offering costs (in shares) | 4,305,209 | |||||||
Issuance of Series A convertible preferred shares as payment of related offering costs (in shares) | 105,010 | |||||||
Issuance of Series A convertible preferred shares in settlement of contingent equity liability (Note 13) | $ 5,000 | |||||||
Issuance of Series A convertible preferred shares in settlement of contingent equity liability (Note 13) (in shares) | 538,150 | |||||||
Balance, end of period at Dec. 31, 2016 | $ 43,270 | 43,270 | ||||||
Balance, end of period (in shares) at Dec. 31, 2016 | 4,948,369 | |||||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Issuance of common shares upon completion of initial public offering, net of offering costs | 11,279 | $ 11,279 | 11,279 | |||||
Issuance of common shares upon completion of initial public offering, net of offering costs (in shares) | 1,519,500 | |||||||
Issuance of common share warrant in connection with license agreement (Note 13) | 2,127 | 2,127 | ||||||
Acquisition of BPI (Note 18) | 509 | 509 | 86 | 595 | ||||
Share-based compensation expense | 4,603 | 4,603 | 4,603 | |||||
Net loss | (63,677) | (63,677) | $ 143 | (63,534) | ||||
Balances at Dec. 31, 2016 | (45,033) | $ 19,944 | 10,479 | (75,456) | (45,033) | |||
Balances (in shares) at Dec. 31, 2016 | 13,088,500 | |||||||
Increase (decrease) in temporary equity | ||||||||
Issuance of Series A convertible preferred shares, net of offering costs | $ 38,666 | |||||||
Issuance of Series A convertible preferred shares, net of offering costs (in shares) | 4,305,182 | |||||||
Issuance of Series A convertible preferred shares as payment of offering costs (in shares) | 105,009 | |||||||
Conversion of Series A convertible preferred shares to common shares | $ (81,936) | |||||||
Conversion of Series A convertible preferred shares to common shares (in shares) | (9,358,560) | |||||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Beneficial conversion feature on Series A convertible preferred shares | $ (12,006) | 12,006 | 12,006 | 12,006 | ||||
Accretion of beneficial conversion feature on Series A convertible preferred shares | $ 12,006 | (12,006) | (12,006) | (12,006) | ||||
Issuance of common shares as payment of equity investment (Note 5) | 352 | $ 352 | 352 | |||||
Issuance of common shares as payment for equity investment (Note 5) (in shares) | 32,500 | |||||||
Conversion of Series A convertible preferred shares to common shares | 81,936 | $ 81,936 | 81,936 | |||||
Conversion of Series A convertible preferred shares to common shares (in shares) | 9,358,560 | |||||||
Issuance of common shares in settlement of contingent equity liability | 32,020 | $ 32,020 | 32,020 | |||||
Issuance of common shares in settlement of contingent equity liability (in shares) | 1,883,523 | |||||||
Issuance of common shares upon completion of initial public offering, net of offering costs | 176,128 | $ 176,128 | 176,128 | |||||
Issuance of common shares upon completion of initial public offering, net of offering costs (in shares) | 11,385,000 | |||||||
Issuance of common share warrant as consideration for services | 93 | 93 | 93 | |||||
Exercise of stock options | 426 | $ 681 | (255) | 426 | ||||
Exercise of stock options (in shares) | 309,665 | |||||||
Share-based compensation expense | 13,239 | 13,239 | 13,239 | |||||
Net loss | (127,190) | (127,190) | (127,190) | |||||
Balances at Dec. 31, 2017 | $ 131,971 | $ 311,061 | $ 23,556 | $ (202,646) | $ 131,971 | |||
Balances (in shares) at Dec. 31, 2017 | 36,057,748 |
CONSOLIDATED STATEMENT OF CONV6
CONSOLIDATED STATEMENT OF CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS' EQUITY (DEFICIT) (PARENTHETICAL) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Common Shares | ||
Issuance of common stock, issuance costs | $ 120 | $ 37 |
Series A Convertible Preferred Shares | ||
Issuance of common stock, issuance costs | $ 1,730 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from operating activities: | |||
Net loss | $ (127,190) | $ (63,534) | $ (10,066) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Share-based compensation expense | 13,239 | 4,603 | 2,837 |
Non-cash interest expense | 784 | 374 | |
Fair value of contingent equity liability under license agreements | 21,675 | ||
Fair value of warrants issued as consideration for license agreement | 2,127 | 1,231 | |
Change in fair value of warrant liability | 3,241 | (154) | |
Change in fair value of derivative liability | (512) | 65 | 370 |
Change in fair value of contingent equity liability | 13,082 | 2,263 | |
Loss from equity method investment | 1,885 | 247 | |
Deferred tax assets | 9 | ||
Other non cash items | 64 | (4) | 264 |
Changes in operating assets and liabilities: | |||
Prepaid expenses and other current assets | (4,730) | 24 | (423) |
Other assets | (32) | ||
Accounts payable | 3,975 | 678 | 23 |
Accrued expenses | 1,341 | 2,148 | 132 |
Other long-term liabilities | 29 | (16) | 7 |
Net cash used in operating activities | (94,815) | (29,504) | (5,625) |
Cash flows from investing activities: | |||
Purchases of property and equipment | (541) | (26) | (3) |
Purchase of equity method investment | (6,627) | (3,000) | |
Decrease in restricted cash | 127 | (127) | |
Net cash used in investing activities | (7,041) | (3,153) | (3) |
Cash flows from financing activities: | |||
Proceeds from issuance of common shares | 11,399 | 4,853 | |
Proceeds from issuance of common shares upon completion of initial public offering, net of underwriting commissions and discounts | 179,996 | ||
Proceeds from issuance of Series A preferred shares | 40,000 | 40,000 | |
Proceeds from borrowings | 5,000 | ||
Proceeds from exercise of stock options | 426 | ||
Payments of related party notes payable | (595) | ||
Repayment of notes payable | (5,000) | ||
Payments of offering costs | (5,068) | (1,507) | (37) |
Payments of debt issuance costs | (197) | ||
Collection of note receivable from shareholder | 500 | ||
Advanced payment for the second closing of Series A preferred stock | 67 | ||
Net cash provided by financing activities | 209,759 | 54,762 | 5,316 |
Net increase in cash | 107,903 | 22,105 | (312) |
Cash at beginning of period | 23,565 | 1,460 | 1,772 |
Cash at end of period | 131,468 | 23,565 | $ 1,460 |
Supplemental disclosure of cash flow information: | |||
Cash paid for interest | 122 | 11 | |
Cash paid for income taxes | 1,049 | ||
Supplemental disclosure of non-cash investing and financing activities: | |||
Deferred offering costs included in accrued expenses | 134 | ||
Series A convertible preferred share offering costs included in accrued expenses | 343 | ||
Issuance of warrants to guarantor and co-guarantor of notes payable | 934 | ||
Beneficial conversion feature on Series A preferred shares | 12,006 | ||
Accretion of beneficial conversion feature on Series A preferred shares | 12,006 | ||
Issuance of Series A preferred shares as payment of offering costs | 1,242 | 975 | |
Issuance of Series A preferred shares in settlement of contingent equity liability | 5,000 | ||
Issuance of common shares as payment of equity investment | 352 | ||
Issuance of notes payable to related parties in connection with acquisition of BPI | $ 595 | ||
Issuance of common share warrant as consideration for services | 93 | ||
Exercise of stock options | 255 | ||
Purchases of property and equipment included in accounts payable | 25 | ||
Purchases of property and equipment under financing lease | $ 1,787 |
Nature of the Business and Basi
Nature of the Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2017 | |
Nature of the Business and Basis of Presentation | |
Nature of the Business and Basis of Presentation | 1. Nature of the Business and Basis of Presentation Biohaven Pharmaceutical Holding Company Ltd. (the "Company") was incorporated in Tortola, British Virgin Islands in September 2013. The Company is a clinical-stage biopharmaceutical company with a portfolio of innovative, late-stage product candidates targeting neurological diseases, including rare disorders. The Company's product candidates are small molecules based on two distinct mechanistic platforms—calcitonin gene-related peptide ("CGRP") receptor antagonists and glutamate modulators—which the Company believes have the potential to alter existing treatment approaches across a diverse set of neurological indications with high unmet need in both large markets and orphan indications. The most advanced product candidate from the Company's CGRP receptor antagonist platform is rimegepant, which the Company is developing for the acute treatment of migraine and for which it initiated two Phase 3 clinical trials in July 2017, with topline results expected in the first quarter 2018. The Company is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including, but not limited to, development by competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with government regulations and the ability to secure additional capital to fund operations. Product candidates currently under development will require significant additional research and development efforts, including preclinical and clinical testing and regulatory approval, prior to commercialization. These efforts may require additional capital, additional personnel and infrastructure, and further regulatory and other capabilities. Even if the Company's product development efforts are successful, it is uncertain when, if ever, the Company will realize significant revenue from product sales. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") and include the accounts of the Company and its subsidiaries after elimination of all significant intercompany accounts and transactions. Investments in companies in which the Company owns less than a 50% equity interest and where it exercises significant influence over the operating and financial policies of the investee are accounted for using the equity method of accounting. Biohaven Pharmaceuticals, Inc. The Company has historically outsourced all of the research and clinical development for its programs under a master services agreement (the "MSA") with Biohaven Pharmaceuticals, Inc. ("BPI"). BPI was incorporated in the state of Delaware in July 2013. The three founders of BPI, each of whom owned one-third of the equity of BPI through December 31, 2016, are related parties of the Company (see Note 17). Substantially all of the operations of BPI have been performed in service to the Company under the terms of the MSA, and substantially all of the funding for the operations of BPI was provided by the Company. From inception, the Company has consolidated the results of BPI. On December 31, 2016, the Company acquired 100% of the issued and outstanding shares of BPI (see Note 18). From inception through the acquisition of BPI, 100% of the equity in BPI was reflected as a net loss attributable to non-controlling interest on the consolidated statement of operations and comprehensive loss. Since the acquisition of BPI on December 31, 2016, the Company no longer reports any non-controlling interest related to BPI. Stock Split In October 2016, the Company effected a 500-for-one stock split of its issued and outstanding common shares. Accordingly, all share and per share amounts for all periods presented in the accompanying consolidated financial statements and notes thereto have been adjusted retroactively, where applicable, to reflect this stock split. Initial Public Offering On May 3, 2017, the Company's registration statement on Form S-1 relating to its initial public offering of its common shares (the "IPO") was declared effective by the Securities and Exchange Commission ("SEC"). The IPO closed on May 9, 2017 and the Company issued and sold 9,900,000 common shares at a public offering price of $17.00 per share for net proceeds of $152,651 after deducting underwriting discounts and commissions of $11,781 and other offering expenses of approximately $3,868. Upon the closing of the IPO, all convertible preferred shares then outstanding converted into an aggregate of 9,358,560 common shares. In addition, on May 9, 2017, the underwriters of the IPO fully exercised their option to purchase additional shares, and on May 11, 2017, the Company issued and sold 1,485,000 common shares for net proceeds of $23,478 after deducting underwriting discounts and commissions of $1,767. Thus, the aggregate net proceeds to the Company from the IPO, after deducting underwriting discounts and commissions and other offering costs, were $176,128. In connection with the completion of its IPO, the Company issued an aggregate of 1,883,523 common shares to Bristol Myers-Squibb Company ("BMS") and AstraZeneca AB ("AstraZeneca") in satisfaction of obligations to contingently issue equity securities pursuant to the license agreements (see Note 13) for no additional consideration. Also in connection with the completion of its IPO in May 2017, the Company amended its memorandum and articles of association to authorize the issuance of up to 200,000,000 no par value common shares and 10,000,000 no par value undesignated preferred shares. Going Concern In accordance with Accounting Standards Update ("ASU") 2014-15, Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern (Subtopic 205-40) , the Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company's ability to continue as a going concern within one year after the date that the consolidated financial statements are issued. Through December 31, 2017, the Company has funded its operations primarily with proceeds from sales of preferred and common shares and proceeds from the IPO. The Company has incurred recurring losses since its inception, including net losses of $127,190, $63,534 and $10,066 during the years ended December 31, 2017, 2016 and 2015, respectively. In addition, as of December 31, 2017, the Company had an accumulated deficit of $202,646. The Company expects to continue to generate operating losses for the foreseeable future. As of March 6, 2018, the issuance date of these consolidated financial statements, the Company expects that its cash of $131,468 as of December 31, 2017 will be sufficient to fund operating expenses, financial commitments and other cash requirements through December 31, 2018. The future viability of the Company beyond that point is dependent on its ability to raise additional capital to finance its operations. To execute its business plans, the Company will require funding to support its continuing operations and pursue its growth strategy. Until such time as the Company can generate significant revenue from product sales, if ever, it expects to finance its operations through the sale of public or private equity, debt financings or other capital sources, including collaborations with other companies or other strategic transactions. The Company may not be able to obtain financing on acceptable terms, or at all. The terms of any financing may adversely affect the holdings or the rights of the Company's shareholders. If the Company is unable to obtain funding, the Company could be forced to delay, reduce or eliminate some or all of its research and development programs, product portfolio expansion or commercialization efforts, which could adversely affect its business prospects. If the Company is unable to obtain funding, the Company could be forced to delay, reduce or eliminate some or all of its research and development programs, product portfolio expansion or commercialization efforts, which could adversely affect its business prospects, or the Company may be unable to continue operations. Although management continues to pursue these plans, there is no assurance that the Company will be successful in obtaining sufficient funding on terms acceptable to the Company to fund continuing operations, if at all. Based on its recurring losses from operations incurred since inception, expectation of continuing operating losses for the foreseeable future, and need to raise additional capital to finance its future operations, the Company has concluded that there is substantial doubt about its ability to continue as a going concern within one year after the date that the consolidated financial statements are issued. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Accordingly, the consolidated financial statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses during the reporting periods. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the accrual for research and development expenses and the valuation of common shares, stock options, warrants, derivative instruments and contingent equity instruments. In addition, management's assessment of the Company's ability to continue as a going concern involves the estimation of the amount and timing of future cash inflows and outflows. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates. Equity Method Investments Investments in non-public companies in which the Company owns less than a 50% equity interest and where it exercises significant influence over the operating and financial policies of the investee are accounted for using the equity method of accounting. The Company's proportionate share of the net income or loss of the equity method investment is included in other income (expense), net in the consolidated statement of operations and comprehensive loss and results in a corresponding adjustment to the carrying value of the investment on the consolidated balance sheet. Dividends received reduce the carrying value of the investment. The Company periodically reviews the carrying value of its investment to determine if there has been an other-than-temporary decline in carrying value. A variety of factors are considered when determining if a decline in carrying value is other than temporary, including, among other factors, the financial condition and business prospects of the investee, as well as the Company's intent with regard to the investment. Property and Equipment Property and equipment are recorded at cost and depreciated or amortized using the straight-line method over the estimated useful lives of the respective assets. As of December 31, 2017 and 2016, the Company's property and equipment consisted of office equipment and computer equipment, as well as construction in progress comprised of computer software and leasehold improvements. The Company is also a deemed owner of a building related to a lease agreement which has been accounted for as a financing lease (see Note 16). The lease represents a failed sales-leaseback due to the non-normal tenant improvements and the Company's continuing involvement in the property. The fair value of the building and improvements funded by the landlord will be recognized on the balance sheet as of December 31, 2017. Construction costs funded by the Company will be recognized on the consolidated balance sheet as incurred. These assets will be amortized over respective depreciable lives. The Company will record rent expense based on the estimated fair value of the rental for land. The Company will recognize a financing obligation for the fair value of the property, construction costs incurred by the Company and the landlord, and the landlord allowance. The liability will be amortized over the lease term based on the minimum lease payments required under the lease and the Company's incremental borrowing rate. The minimum lease payments are recorded as interest expense and in part as a payment of principal reducing the financing obligation. The fixed assets have the following useful lives: Building 30 years Leasehold improvements Lesser of 10 years or the life of the lease Office equipment 3 - 5 years Computer software 3 - 5 years Computer equipment 3 years Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is included in loss from operations. Expenditures for repairs and maintenance are charged to expense as incurred. Property and equipment are monitored regularly for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Fair Value Measurements Certain assets of the Company are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: • • • The Company's warrant liability, derivative liability and contingent equity liability are carried at fair value, based upon Level 3 inputs described above (see Note 3). The carrying values of other current assets, accounts payable, accrued expenses and notes payable under a credit agreement approximate their fair values due to the short-term nature of these assets and liabilities. Segment Information The Company manages its operations as a single segment, the development of therapies targeting neurological diseases, for the purposes of assessing performance and making operating decisions. All of the Company's tangible assets are held in the United States. Research and Development Costs Research and development costs are expensed as incurred. Research and development expenses consist of costs incurred in performing research and development activities, including salaries, share-based compensation and benefits, third-party license fees, and external costs of vendors engaged to conduct clinical development activities and clinical trials as well as to manufacture clinical trial materials. Non-refundable prepayments for goods or services that will be used or rendered for future research and development activities are deferred and capitalized. Such amounts are recognized as an expense as the goods are delivered or the related services are performed, or until it is no longer expected that the goods will be delivered or the services rendered. The Company has entered into various research and development-related contracts. These agreements are cancelable, and related payments are recorded as research and development expenses as incurred. The Company records accruals for estimated ongoing research costs. When evaluating the adequacy of the accrued liabilities, the Company analyzes progress of the studies or clinical trials, including the phase or completion of events, invoices received and contracted costs. Certain judgments and estimates are made in determining the accrued balances at the end of any reporting period. Actual results could differ from the Company's estimates. The Company's historical accrual estimates have not been materially different from the actual costs. Share-Based Compensation The Company measures stock options granted to employees and directors based on the fair value on the date of the grant and recognizes compensation expense of those awards, over the requisite service period, which is generally the vesting period of the respective award. Forfeitures are accounted for as they occur. Generally, the Company issues stock options with only service-based vesting conditions and records the expense for these awards using the straight-line method. The Company also issues, from time to time, stock options with performance-based vesting conditions and records the expense for these awards when the Company concludes that it is probable that the performance condition will be achieved. For share-based awards granted to non-employees including consultants, compensation expense is recognized over the period during which services are rendered by such non-employees until completed. At the end of each financial reporting period prior to completion of the service, the fair value of the unvested awards are remeasured using the then-current fair value of the Company's common shares and updated assumption inputs in the Black-Scholes option-pricing model. The Company classifies share-based compensation expense in its consolidated statement of operations and comprehensive loss in the same manner in which the award recipient's payroll costs are classified or in which the award recipient's service payments are classified. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. Prior to May 2017, the Company was a private company and, accordingly, lacks a history of company-specific historical and implied volatility information for its shares. Therefore, it estimates its expected share price volatility based on the historical volatility of publicly traded peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded share price. The expected term of the Company's stock options has been determined utilizing the "simplified" method for awards that qualify as "plain-vanilla" options. The expected term of stock options granted to non-employees is equal to the contractual term of the option award. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends on common shares and does not expect to pay any cash dividends in the foreseeable future. Warrant Liability In connection with entering into a credit agreement, the Company issued warrants to purchase common shares to two of the Company's directors in connection with a guarantee of its obligations under the agreement (see Note 8). The Company classifies the warrants as a liability on its consolidated balance sheet because each warrant represents a freestanding financial instrument that is not indexed to the Company's own shares. The warrant liability was initially recorded at fair value upon entering into the credit agreement and is subsequently remeasured to fair value at each reporting date. Changes in the fair value of the warrant liability are recognized as a component of other income (expense), net in the consolidated statement of operations and comprehensive loss. Changes in the fair value of the warrant liability will continue to be recognized until the warrants are exercised, expire or qualify for equity classification. Derivative Liability The Company's license agreement with Yale University ("Yale") (see Note 13) provides for a change-of-control payment to Yale upon the occurrence of a change-of-control event, as defined in the agreement, including an IPO. The Company classifies the change-of-control payment obligation as a liability on its consolidated balance sheet because it represents a contingent obligation to pay a variable amount of cash that may be based, in part, on the value of the Company's own shares. The derivative liability was initially recorded at fair value upon entering into the license agreement and was subsequently remeasured to fair value at each reporting date. Changes in the fair value of the derivative liability were recognized as a component of other income (expense), net in the consolidated statement of operations and comprehensive loss prior to its expiration. Contingent Equity Liability The Company's license agreements with AstraZeneca and BMS (see Note 13) require the Company to issue capital shares upon the occurrence of specified financing or change-of-control events or development milestones. In each agreement, the class and number of shares to be issued upon a triggering event were not known upon entering into the license agreements; however, the dollar amount of the shares to be issued upon a triggering event is fixed. The Company classifies these contingent obligations to issue shares as a liability on its consolidated balance sheet because each represents an obligation to issue a variable number of shares for a fixed dollar amount. Each contingent equity liability was initially recorded at fair value upon entering into each respective agreement and is subsequently remeasured to fair value at each reporting date. Changes in the fair values of the contingent equity liabilities are recognized as a component of other income (expense), net in the consolidated statement of operations and comprehensive loss. Changes in the fair value of the contingent equity liabilities are recognized through the occurrence of the respective triggering event. Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Company's tax returns. Deferred tax assets and liabilities are determined on the basis of the differences between the consolidated financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. The provision for income taxes includes the effects of applicable tax reserves, or unrecognized tax benefits, as well as the related net interest and penalties. Net Income (Loss) per Share The Company follows the two-class method when computing net income (loss) per share as the Company has issued shares that meet the definition of participating securities. The two-class method determines net income (loss) per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common shareholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. Net income (loss) per share attributable to common shareholders is calculated based on net income (loss) attributable to Biohaven Pharmaceutical Holding Company Ltd. and excludes net income (loss) attributable to non-controlling interests for relevant periods. Basic net income (loss) per share attributable to common shareholders is computed by dividing the net income (loss) attributable to common shareholders by the weighted average number of common shares outstanding for the period. Diluted net income (loss) attributable to common shareholders is computed by adjusting net income (loss) attributable to common shareholders to reallocate undistributed earnings based on the potential impact of dilutive securities. Diluted net income (loss) per share attributable to common shareholders is computed by dividing the diluted net income (loss) attributable to common shareholders by the weighted average number of common shares outstanding for the period, including potential dilutive common shares. For purpose of this calculation, outstanding options, warrants to purchase common shares, convertible preferred shares and contingently issuable equity are considered potential dilutive common shares. The Company's convertible preferred shares contractually entitled the holders of such shares to participate in dividends but contractually did not require the holders of such shares to participate in losses of the Company. In periods in which the Company reports a net loss attributable to common shareholders, diluted net loss per share attributable to common shareholders is the same as basic net loss per share attributable to common shareholders, since potentially dilutive common shares are considered to be anti-dilutive. Recently Adopted Accounting Pronouncements In March 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-09, Improvements to Employee Share-Based Payment Accounting ("ASU 2016-09"). The new standard involves several aspects of the accounting for 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. Certain of these changes are required to be applied retrospectively, while other changes are required to be applied prospectively. The Company has elected to early adopt ASU 2016-09 on January 1, 2017 and has reflected the adoption in the consolidated financial statements of the Company. The adoption of ASU 2016-09 had no material impact on the Company's financial position, results of operations or cash flows. Recently Issued Accounting Pronouncements In May 2017, the FASB issued ASU No. 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting ("ASU 2017-09"), which clarifies when to account for a change to the terms or conditions of a share-based payment award as a modification. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award (as equity or liability) changes as a result of the change in terms or conditions. The standard is effective for annual periods beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of ASU 2017-09 will have on its consolidated financial statements. In November 2016, the FASB issued ASU 2016-18, "Statement of Cash Flows (Topic 230): Restricted Cash," which will require entities to show the change in the total of cash, cash equivalents, restricted cash and restricted cash equivalents within the statement of cash flows. As a result, entities will no longer separately present transfers between unrestricted cash and restricted cash. This guidance will be effective for annual reporting periods beginning after December 15, 2017, including interim periods within those annual reporting periods, and early adoption is permitted. The Company does not anticipate a material impact to the consolidated financial statements as a result of the adoption of this guidance. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments ("ASU 2016-15"), to address diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The standard is effective for annual periods beginning after December 15, 2017, including interim periods within those fiscal years. The Company is currently evaluating the impact that the adoption of ASU 2016-15 will have on its consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) ("ASU 2016-02"), which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. ASU 2016-02 (Accounting Standards Codification ("ASC") Topic 842) supersedes the previous leases standard, ASC 840, Leases . The standard is effective for public entities for annual periods beginning after December 15, 2018 and for interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of ASU 2016-02 will have on its consolidated financial statements. |
Fair Value of Financial Assets
Fair Value of Financial Assets and Liabilities | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value of Financial Assets and Liabilities | |
Fair Value of Financial Assets and Liabilities | 3. Fair Value of Financial Assets and Liabilities The following tables present information about the Company's financial assets and liabilities measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair values: Fair Value Measurements as of Level 1 Level 2 Level 3 Total Liabilities: Warrant liability $ — $ — $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ — $ — $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value Measurements as of Level 1 Level 2 Level 3 Total Liabilities: Warrant liability $ — $ — $ $ Derivative liability — — Contingent equity liability — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ — $ — $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ During the years ended December 31, 2017 and 2016 there were no transfers between Level 1, Level 2 and Level 3. Valuation of Warrant Liability The warrant liability in the tables above is composed of the fair value of warrants to purchase common shares that the Company issued to two of its directors in connection with a guarantee of its obligations under a credit agreement (see Note 8). The fair value of the warrant liability was determined based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. At December 31, 2017, the Company utilized the Black-Scholes option pricing model to value the warrant liability. The Black-Scholes option pricing model incorporated assumptions and estimates to value the warrant liability. Estimates and assumptions impacting the fair value measurement included the number of shares for which the warrants will be exercisable, the fair value per share of the underlying common shares issuable upon exercise of the warrants, the remaining contractual term of the warrants, the risk-free interest rate, the expected dividend yield, and the expected volatility of the price of the underlying common shares. The fair value per share of the Company's common shares was based on the closing trading price of the shares on December 29, 2017, the last trading day of the year, and the increase in the fair value of the common shares during the year ended December 31, 2017 is the primary reason for the increase in the fair value of the warrant liability during the same period. The Company was a private company prior to its IPO in May 2017 and therefore lacks a history of company-specific volatility information of its shares. Therefore, it estimated its expected share volatility based on the historical volatility of publicly traded peer companies for a term equal to the remaining contractual term of the warrants. The risk-free interest rate was determined by reference to the U.S. Treasury yield curve for time periods approximately equal to the remaining contractual term of the warrants. The Company estimated a 0% expected dividend yield based on the fact that the Company has never paid or declared dividends and does not intend to do so in the foreseeable future. Valuation of Derivative Liability The fair value of the derivative liability recognized in connection with the Company's license agreement with Yale (see Note 13) was determined based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. At December 31, 2016, the fair value of the derivative liability was determined using a Monte-Carlo simulation, which is a statistical method used to generate a defined number of share price paths to develop a reasonable estimate of the range of the expected share prices. The Monte-Carlo simulation incorporated assumptions and estimates to value the derivative liability, including the amount of the payment, the settlement date, the trading price of the Company's common shares, the risk-free interest rate and the expected volatility of the price of the underlying common shares. The Company continued to remeasure the derivative liability to fair value at each reporting date and recognized any changes in the fair value of the derivative liability through October 31, 2017. The derivative liability upon expiration of the lock-up period was determined to be $0 based on the value of the Company's shares on this date. Valuation of Contingent Equity Liability BMS. The fair value of the contingent equity liability recognized in connection with the Company's license agreement with BMS (see Note 13) was determined based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The fair value of the contingent equity liability was determined using the PWERM, which considered as inputs the probability of occurrence of events that would trigger the issuance of shares, the expected timing of such events, the value of the contingently issuable equity and a risk-adjusted discount rate. As of December 31, 2016, the assumed probability of occurrence of the event that was most probable of triggering the issuance of shares was 75%, the expected timing of such an event was estimated to be less than one year, the value of the contingently issuable equity was $18,750 and the discount rate was assessed to be 0%. In connection with the closing of the IPO in May 2017, the conditions for issuing shares in connection with the contingent equity liability were satisfied, and accordingly, the Company issued 1,345,374 common shares to BMS. The contingent equity liability was adjusted to fair value immediately prior to the completion of the IPO, and upon issuance of the common shares, the contingent equity liability was reclassified to equity. AstraZeneca. The fair value of the contingent equity liability recognized in connection with the Company's license agreement with AstraZeneca (see Note 13) was determined based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The fair value of the contingent equity liability was determined using the PWERM, which considered as inputs the probability of occurrence of events that would trigger the issuance of shares, the expected timing of such events, the value of the contingently issuable equity and a risk-adjusted discount rate. The contingently issuable equity is issuable in two tranches, each for a fixed dollar amount of $5,000, for a total amount of $10,000. Using the PWERM, the Company assessed the fair value of each tranche of the contingent equity liability separately. In October 2016, upon completion of the Series A First Closing (see Note 10), the first tranche of contingently issuable equity became issuable to AstraZeneca. As a result, the Company issued to AstraZeneca 538,150 Series A preferred shares with an aggregate fair value of $5,000, or $9.2911 per share, in satisfaction of the obligation to issue the first tranche of equity under the agreement. Upon the issuance of the 538,150 Series A preferred shares to AstraZeneca in October 2016, the Company reclassified the carrying value of the first tranche contingent equity liability, equal to the then-current fair value of $5,000, to the carrying value of Series A preferred shares. The shares related to the second tranche became issuable upon the earlier of (i) the initiation of a Phase 2b or equivalent clinical trial of a product candidate based on the licensed patent rights and (ii) any liquidity event, including an IPO, any change of control or any assignment of the Company's rights or obligations under the license agreement. As of December 31, 2016, the Company determined that the fair value of the second tranche contingent equity liability was $4,875. In determining this fair value, the assumed probability of occurrence of the event that was most probable of triggering the issuance of shares was 65%, the expected timing of such an event was estimated to be less than one year, the value of the contingently issuable equity was $7,500 and the discount rate was assessed to be 0%. In connection with the closing of the IPO in May 2017, the conditions for issuing shares in connection with the contingent equity liability were satisfied, and accordingly, the Company issued 538,149 common shares to AstraZeneca. The contingent equity liability was adjusted to fair value immediately prior to the completion of the IPO, and upon issuance of the common shares, the contingent equity liability was reclassified to equity. The following table provides a roll forward of the aggregate fair values of the Company's warrant liability, derivative liability and contingent equity liability, for which fair value is determined by Level 3 inputs: Warrant Derivative Contingent Balance at December 31, 2014 $ — $ $ — Change in fair value — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at December 31, 2015 — — Initial fair value of warrant liability — — Initial fair value of contingent equity liability — — Issuance of Series A preferred stock as consideration for license agreements — — ) Change in fair value ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at December 31, 2016 Change in fair value ) Issuance of common shares in settlement of contingent equity liability — — ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at December 31, 2017 $ $ — $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Beneficial Conversion Feature In connection with the second tranche closing of Series A preferred shares on February 17, 2017, the Company determined that the conversion option associated with the shares sold met the definition of a beneficial conversion feature ("BCF") as the fair value of the underlying common shares exceeded the adjusted conversion price. The BCF was recognized at its fair value of $12,006 as a reduction to the carrying value of the Series A preferred shares and a corresponding adjustment to additional paid-in capital. The fair value was determined using Level 3 inputs, equal to the product of the number of shares sold in the second tranche closing multiplied by the difference between the adjusted conversion price and the per share value of common shares at the commitment date (see Note 10). In May 2017, upon the completion of the Company's IPO, all of the outstanding Series A preferred shares were automatically converted into an aggregate of 9,358,560 common shares. Upon conversion of the Series A preferred shares, the remaining unamortized BCF was reclassified to additional paid-in capital as a deemed dividend. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2017 | |
Prepaid Expenses and Other Current Assets | |
Prepaid Expenses and Other Current Assets | 4. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following: December 31, 2017 2016 Prepaid clinical trial costs $ $ Prepaid insurance — Other ​ ​ ​ ​ ​ ​ ​ ​ $ $ |
Equity Method Investment
Equity Method Investment | 12 Months Ended |
Dec. 31, 2017 | |
Equity Method Investment | |
Equity Method Investment | 5. Equity Method Investment On August 29, 2016, the Company executed a stock purchase agreement with Kleo Pharmaceuticals, Inc. ("Kleo"), a privately held Delaware corporation, to purchase 3,000,000 shares of Kleo's common stock at an initial closing, with a commitment to purchase an aggregate of 5,500,000 additional shares of common stock, in each case at a share price of $1.00 per share (the "Kleo SPA"). Kleo is a development-stage biopharmaceutical company focused on advancing the field of immunotherapy by developing small molecules that emulate biologics. The Company purchased 3,000,000 shares upon the initial closing on August 31, 2016, and the remaining 5,500,000 shares were to be purchased in four equal tranches of 1,375,000 shares beginning six months from the initial closing and then every three months thereafter. In connection with the initial investment, the Company received the right to designate two of the members of Kleo's board of directors. The Company completed all four of remaining tranche purchases in March, June, October 2017 and January 2018, with each tranche purchase consisting of 1,375,000 shares for cash consideration of $1,375. In March 2017, the Company purchased 500,000 shares of Kleo common stock directly from a co-founder of Kleo for consideration of $250 in cash and 32,500 common shares of the Company. In addition to these purchases, in October 2017, the Company purchased an additional aggregate of 2,049,543 shares for cash consideration of $2,253 which allowed the Company to maintain its relative ownership interest in Kleo. As of December 31, 2017, the Company's ownership interest in the outstanding stock of Kleo was 43.3%. Upon completion of the fourth and final tranche investment in January 2018 (see Note 20), the Company's ownership increased to 46.6%. The Company has a variable interest in Kleo through its equity investment. Kleo is a variable interest entity due to the equity investment at risk being insufficient to finance its activities. An assessment of whether or not the Company has the power to direct activities that most significantly impact Kleo's economic performance and to identify the party that obtains the majority of the benefits of the investment was performed as of December 31, 2017 and 2016, and will be performed as of each subsequent reporting date. After each of these assessments, the Company concluded that the activities that most significantly impact Kleo's economic performance are the ability to direct the research activities, the ability to select vendors to perform the research, the ability to maintain research staff and the ability to raise additional funds, each of which are directed by Kleo. Based on the outcome of these assessments, the Company concluded that the investment should be accounted for under the equity method. The Company has recorded its investments in Kleo to date based on the costs of those investments, as adjusted for the Company's proportional share of Kleo's net income or loss in each period. The difference between the cost of the Company's investments in Kleo and its proportionate share of the net assets of Kleo was allocated to goodwill and indefinite-lived intangible assets. The Company records future adjustments to the carrying value of its investment at each reporting date equal to its proportionate share of Kleo's net loss for the corresponding period. The Company recorded other expense and a corresponding reduction in the carrying value of its investment in Kleo of $1,885 and $247 for its proportionate share of Kleo's net loss for the years ended December 31, 2017 and 2016, respectively. The carrying value of the Company's investment in Kleo was $7,847 and $2,753 as of December 31, 2017 and 2016, respectively, and is reported as equity method investment on the consolidated balance sheet. The carrying value of the investment represents the Company's maximum loss exposure as of December 31, 2017. The following table provides a roll forward of the carrying value of the Company's equity method investment: Carrying Balance at December 31, 2015 $ — Purchase of Kleo common stock Loss recognized in connection with equity method investment ) ​ ​ ​ ​ ​ Balance at December 31, 2016 Purchases of Kleo common stock Loss recognized in connection with equity method investment ) ​ ​ ​ ​ ​ Balance at December 31, 2017 $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Summarized financial information for Kleo is as follows: December 31, 2017 2016 Current assets $ $ Total assets $ $ Current liabilities $ $ Total liabilities $ $ Year Ended 2017 2016 Revenue $ — $ — Loss from Operations $ ) $ ) Net loss $ ) $ ) The summarized financial information as of and for the year ended December 31, 2016 has been revised to reflect the issuance of final financial statements by Kleo. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2017 | |
Property and Equipment, Net | |
Property and Equipment, Net | 6. Property and Equipment, Net Property and equipment , net consisted of the following: December 31, 2017 2016 Computer equipment $ $ Office equipment — ​ ​ ​ ​ ​ ​ ​ ​ Accumulated depreciation ) ) Construction in progress — ​ ​ ​ ​ ​ ​ ​ ​ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Depreciation expense was $35, $5 and $2 for the years ended December 31, 2017, 2016 and 2015, respectively. Assets under the Company's financing lease included in construction in progress were $1,787 and $0 as of December 31, 2017 and 2016, respectively (see Note 16). |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2017 | |
Accrued Expenses | |
Accrued Expenses | 7. Accrued Expenses Accrued expenses consisted of the following: December 31, 2017 2016 Accrued employee compensation and benefits $ $ Accrued clinical trial costs Accrued professional fees Lease liability — Other ​ ​ ​ ​ ​ ​ ​ ​ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2017 | |
Notes Payable | |
Notes Payable | 8. Notes Payable Credit Agreement On August 30, 2016, the Company entered into a one-year credit agreement (the "Credit Agreement") with Wells Fargo Bank, National Association ("Wells Fargo") providing for a term loan in the principal amount of $5,000 (the "Loan") and borrowed the full $5,000 available under the Credit Agreement. Borrowings under the Credit Agreement bore interest at a rate equal to monthly LIBOR plus 1.50% per annum, and the Credit Agreement required monthly, interest-only payments beginning on September 30, 2016 and continuing through August 30, 2017 (the "Maturity Date"), when all amounts of unpaid principal and interest became due. The monthly LIBOR rate was reset each month. The Credit Agreement was fully satisfied with a principal repayment to Wells Fargo of $5,000 on August 31, 2017. In connection with entering into the Credit Agreement on August 30, 2016, the Company issued warrants to purchase 107,500 common shares to each of the Guarantor and Co-Guarantor. The warrant has an exercise price of $9.2911, the price per share paid by investors in the Series A First Closing (see Note 10) In January 2017, the Company issued the warrants to the Guarantor and Co-Guarantor (see Note 9). The Company determined that the obligation to issue the warrants represented a liability that was considered outstanding for accounting purposes on August 30, 2016, the date of the Credit Agreement. The fair value of the warrant liability upon issuance represented a premium paid for the guaranty of the Loan, and, accordingly, the Company recorded the issuance-date fair value of the warrant liability of $934 as a debt discount and as a warrant liability in the Company's consolidated balance sheet. In addition, the Company paid an arrangement fee of $150 to the lender and incurred legal costs of $47, both of which were recorded as a debt discount. The debt discount was reflected as a reduction of the carrying value of the notes payable on the Company's consolidated balance sheet and was amortized to interest expense over the term of the note using the effective interest method. The Company recognized interest expense of $906 and $385 during the years ended December 31, 2017 and 2016, respectively. The Company recognized $784 and $347 related to the accretion of the debt discount during the years ended December 31, 2017 and 2016, respectively. As of December 31, 2017, the unamortized debt discount was $0. Notes Payable to Related Parties On December 31, 2016, the Company entered into stock purchase agreements with each of the stockholders of Biohaven Pharmaceuticals, Inc. ("BPI"), acquiring 100% of the issued and outstanding shares of BPI for aggregate purchase consideration of $595. The Company funded the acquisition through the issuance of promissory notes to each of the former stockholders of BPI. The former stockholders of BPI are shareholders of the Company and also serve as the Company's Chairman of the board of directors, Chief Executive Officer, and Chief Medical Officer, respectively. The notes were payable in five annual payments, the first four of which were interest only, with the final payment to include the principal balance outstanding plus any accrued and unpaid interest. The notes bore interest at a rate of 4.5% per annum and had a maturity date of December 31, 2021. The notes became immediately due and payable upon specified events, including immediately prior to the consummation of an initial public offering of the Company's common shares or upon the occurrence of a change of control of the Company. In connection with the closing of the Company's IPO in May 2017, the notes were paid in full as of December 31, 2017, including principal of $595 and interest of $9. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2017 | |
Warrants | |
Warrants | 9. Warrants ALS Biopharma Warrants On August 10, 2015, as partial consideration issued in connection with a license agreement with ALS Biopharma LLC ("ALS Biopharma") (see Note 13), the Company issued to ALS Biopharma a warrant to purchase 275,000 common shares at an exercise price of $5.60 per share. The warrant was immediately exercisable upon issuance and expires 10 years from the issuance date. The warrant was classified as equity and recorded at its fair value on the date of issuance. These warrants were exercised in January 2018. On August 10, 2015, in connection with the same license agreement, the Company issued to ALS Biopharma a warrant to purchase 325,000 common shares at an exercise price of $5.60 per share. The warrant became exercisable upon the Company's filing of an investigational new drug application ("IND") for a patented product under the license agreement, and expires 10 years from the issuance date. On May 31, 2016, the Company filed an IND for a patented product under the license agreement. The warrant was classified as equity and recorded at its fair value on May 31, 2016. Guarantor and Co-Guarantor Warrants The Company agreed to issue warrants to purchase $1,000 of common shares to each of the Guarantor and Co-Guarantor of the Credit Agreement (see Note 8), who are members of the Company's board of directors (see Note 17). The warrant has an exercise price of $9.2911, the price per share paid by investors in the Series A First Closing (see Note 10). In January 2017, the Company issued the warrants to the Guarantor and Co-Guarantor, pursuant to which each director received a warrant to purchase 107,500 common shares at an exercise price of $9.2911 per share. The warrants are immediately exercisable and expire upon the second anniversary of the Company's IPO. As of December 31, 2016, the Company determined that the obligation to issue the warrants represented a liability that was considered outstanding for accounting purposes on August 30, 2016, the date the Company entered into the Credit Agreement. The Company classified the warrants as a liability on its consolidated balance sheet because each warrant represents a freestanding financial instrument that is not indexed to the Company's own shares. As of December 31, 2017, the Company continued to classify these warrants as a liability on the consolidated balance sheet because the warrants contain anti-dilution price protection provisions through January 26, 2018. As a result, changes in the fair value of the warrant liability will continue to be recognized as a component of other income (expense), net until the earliest of (i) the exercise of the warrants, (ii) the expiration of the warrants or (iii) January 26, 2018. The warrant liability was initially recorded at fair value upon entering into the Credit Agreement and is subsequently remeasured to fair value at each reporting date. Changes in the fair value of the warrant liability are recognized as a component of other income (expense), net in the Company's consolidated statement of operations and comprehensive loss. The fair value of the warrant liability was determined to be $934 on the date of issuance. The Company remeasured the liability as of December 31, 2017 and 2016 and determined that the fair value of the warrant liability was $4,021 and $780, respectively. The Company recorded expense of $3,241 and a gain of $154 within other income (expense), net in the consolidated statements of operations and comprehensive loss for the years ended December 31, 2017 and 2016, respectively. |
Convertible Preferred Shares
Convertible Preferred Shares | 12 Months Ended |
Dec. 31, 2017 | |
Convertible Preferred Shares | |
Convertible Preferred Shares | 10. Convertible Preferred Shares In connection with the completion of its IPO in May 2017, the Company amended its memorandum and articles of association to authorize the issuance of up to 10,000,000 no par value undesignated preferred shares. Prior to the completion of the IPO, the Company's memorandum and articles of association, as amended and restated, authorized the Company to issue 11,242,172 Series A preferred shares. The holders of Series A preferred shares had liquidation rights in the event of a deemed liquidation that, in certain situations, was not solely within the control of the Company. Therefore, the Series A preferred shares were classified outside of shareholders' equity (deficit). In October 2016, the Company issued and sold an aggregate of 4,305,209 Series A preferred shares, at an issuance price of $9.2911 per share, for proceeds of $37,295, net of offering costs of $2,705 (the "Series A First Closing"). The $2,705 of offering costs consisted of $1,730 payable in cash and 105,010 shares of the Company's Series A preferred shares valued at $975, or $9.2911 per share, which were issued directly to the two placement agents involved in the Series A financing. The preferred share purchase agreement provided for the issuance of additional Series A preferred shares in a second and final tranche (the "Series A Second Closing"). Also, in October 2016, the Company issued to AstraZeneca 538,150 Series A preferred shares with an aggregate fair value of $5,000, or $9.2911 per share, in satisfaction of the obligation to issue the first tranche of contingently issuable equity under the Company's license agreement with AstraZeneca (see Note 13). In February 2017, the Company completed the Series A Second Closing through the issuance and sale of an aggregate of 4,305,182 Series A preferred shares at an issuance price of $9.2911 per share for cash proceeds of $38,666, net of offering costs of $2,606. The $2,606 of offering costs for the second tranche consisted of $1,334 payable in cash and 105,009 shares of the Company's Series A preferred shares valued at $1,242, or $11.83 per share, which were issued directly to the two placement agents involved in the Series A financing. The conversion option associated with the Series A preferred shares sold in the second closing met the definition of a BCF as the fair value of the underlying common shares of $9.85 per share exceeded the stated conversion price of $9.2911 (or $7.0613, as adjusted, as described below under Conversion). Upon the sale and issuance of the Series A preferred shares, $2,406 of the BCF was immediately accreted, as this represented the difference between the stated conversion price and per share value of the common shares. The remaining portion of the BCF was being amortized using the effective interest method over the period from the date of issuance to the date of the earliest possible conversion, October 1, 2017. In May 2017, upon the completion of the Company's IPO, all of the outstanding Series A preferred shares were automatically converted into an aggregate of 9,358,560 common shares. Upon conversion of the Series A preferred shares, the remaining unamortized BCF was reclassified to additional paid-in capital as a deemed dividend. The holders of the Series A preferred shares had voting rights commensurate with common shares and also preferential liquidation rights. Additionally, the Series A preferred shares had the following rights and preferences prior to the conversion to common shares: Conversion Each Series A preferred share was convertible into common shares at the option of the shareholder at any time after the date of issuance. In addition, each Series A preferred share would be automatically converted into common shares, upon the earlier of (i) a firm commitment public offering with proceeds to the Company of at least $50,000, before deducting underwriting discounts and commissions or (ii) the date specified by the vote or written consent of the holders of a majority of the then outstanding Series A preferred shares. The conversion ratio of Series A preferred shares was determined by dividing the Original Issue Price by the Conversion Price. The Original Issue Price of the Series A preferred shares was $9.2911 per share. The Conversion Price of the Series A preferred shares was $9.2911 per share. On the date of issuance, each Series A preferred share was convertible into one common share, subject to adjustment based on certain events. Dividends The holders of Series A preferred shares were entitled to receive dividends in preference to any dividend on common shares at the rate of 8.0% per year of the Original Issue Price. Dividends accrued daily and compounded annually, whether or not declared, would be payable when, as and if declared by the board or directors of the Company and were noncumulative. The Company was not permitted to declare, pay or set aside any dividends on shares of any other class or series of capital stock of the Company unless the holders of Series A preferred shares then outstanding first received, or simultaneously received, dividends on each outstanding Series A preferred share. Accruing dividends, whether or not declared, were payable upon any liquidation event. Declared but unpaid dividends would have been payable upon the conversion of the Series A preferred shares into common shares. |
Common Shares
Common Shares | 12 Months Ended |
Dec. 31, 2017 | |
Common Shares | |
Common Shares | 11. Common Shares As of December 31, 2016, the Company had authorized the Company to issue 38,000,000 no par value common shares. On April 21, 2017, the Company effected an increase in the number of authorized common shares to 50,000,000 shares. Additionally, in connection with the completion of its IPO in May 2017, the Company amended its memorandum and articles of association to authorize the issuance of up to 200,000,000 no par value common shares. Each common share entitles the holder to one vote on all matters submitted to a vote of the Company's shareholders. Common shareholders are entitled to receive dividends, as may be declared by the board of directors. In February 2016, the Company issued 429,000 common shares at an issuance price of $7.00 per share for proceeds of $2,980, net of issuance costs of $23. In May 2016 and July 2016, the Company issued an aggregate of 1,090,500 common shares at an issuance price of $7.70 per share for proceeds of $8,299, net of issuance costs of $97. In July 2016, concurrently with the issuance of the Company's common shares to Connecticut Innovations Incorporated ("CII"), the Company and CII entered into a put agreement (the "Put Agreement"). The Put Agreement grants CII the right to sell (the "Put Option") to the Company all or any part of CII's warrant rights (if any), shares (if any) or notes (if any). The Put Option becomes exercisable upon the Company's breach of the covenant to maintain a presence in Connecticut, as defined in the Put Agreement. The right to put the shares terminated on October 31, 2017, upon expiration of the lock-up period following the completion of the Company's IPO. On May 3, 2017, the Company's registration statement on Form S-1 relating to the IPO was declared effective by the SEC. The IPO closed on May 9, 2017 and the Company issued and sold 9,900,000 common shares at a public offering price of $17.00 per share for net proceeds of $152,651 after deducting underwriting discounts and commissions of $11,781 and other offering expenses of $3,868. Upon the closing of the IPO, all convertible preferred shares then outstanding converted into an aggregate of 9,358,560 common shares. In addition, on May 9, 2017, the underwriters of the IPO fully exercised their option to purchase additional shares, and on May 11, 2017, the Company issued and sold 1,485,000 common shares for net proceeds of $23,478 after deducting underwriting discounts and commissions of $1,767. The aggregate net proceeds to the Company from the IPO, after deducting underwriting discounts and commissions and offering expenses, were $176,128. In connection with the completion of its IPO, the Company issued an aggregate of 1,883,523 common shares to BMS and AstraZeneca in satisfaction of obligations to contingently issue equity securities pursuant to the license agreements (see Note 13), for no additional consideration. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2017 | |
Share-Based Compensation | |
Share-Based Compensation | 12. Share-Based Compensation 2014 Equity Incentive Plan The Company's 2014 Equity Incentive Plan, as amended (the "2014 Plan"), provided for the Company to sell or issue common shares or restricted common shares, or to grant incentive stock options or nonqualified stock options for the purchase of common shares, to employees, members of the board of directors and consultants of the Company. The exercise prices, vesting and other restrictions are determined at the discretion of the board of directors, or their committee if so delegated, except that the exercise price per share of stock options may not be less than 100% of the fair market value of the common share on the date of grant and the term of stock option may not be greater than ten years. The total number of common shares that may be issued under the 2014 Plan was 4,000,000 shares as of December 31, 2016. In January 2017, the Company effected an increase, effective October 28, 2016, in the number of common shares reserved for issuance under the 2014 Plan from 4,000,000 to 4,899,230 shares. Upon effectiveness of the 2017 Plan, there are no further shares authorized for grant under the 2014 Plan. 2017 Equity Incentive Plan In April 2017, the Company's shareholders approved the 2017 Equity Incentive Plan (the "2017 Plan"), which became effective on May 3, 2017 in connection with the Company's IPO. The 2017 Plan provides for the grant of incentive share options, nonstatutory share options, share appreciation rights, restricted share awards, restricted share unit awards, performance-based share awards and other share-based awards. Additionally, the 2017 Plan provides for the grant of performance cash awards. Upon the effectiveness of the 2017 Plan, there were 2,713,113 shares authorized for issuance under the 2017 Plan. As of December 31, 2017, 1,138,903 shares remained available for future grant under the 2017 Plan. In January 2018, the Board of Directors approved an additional 1,437,227 shares to be issued under the 2017 Plan. Vesting periods are determined at the discretion of the board of directors. Stock options typically vest over three or four years. The maximum contractual term is 10 years. During the years ended December 31, 2017, 2016 and 2015 the Company granted options to purchase 2,335,106, 417,875 and 637,500 common shares to employees and directors, respectively. The Company recorded share-based compensation expense for options granted to employees and directors of $5,210, $2,284 and $1,137 during the years ended December 31, 2017, 2016 and 2015, respectively. During the year ended December 31, 2017, 2016 and 2015 the Company granted options to purchase 273,537, 199,050 and 610,000 common shares to non-employees, respectively. The Company recorded share-based compensation expense for options granted to non-employees of $8,029, $2,319 and $1,700 during the years ended December 31, 2017, 2016 and 2015, respectively. The Company measures and records the value of non-employee options over the period of time services are provided and, as such, unvested portions are subject to remeasurement at subsequent reporting periods. Stock Option Valuation The assumptions that the Company used to determine the grant-date fair value of stock options granted to employees and directors under the 2014 Plan and the 2017 Plan (collectively, the "Plans") were as follows, presented on a weighted average basis: Year Ended December 31, 2017 2016 2015 Risk-free interest rate % % % Expected term (in years) Expected volatility % % % Expected dividend yield % % % Exercise price $ $ $ Fair value of common share $ $ $ The assumptions that the Company used to determine the grant-date fair value of stock options granted to non-employees under the Plans were as follows, presented on a weighted average basis: Year Ended December 31, 2017 2016 2015 Risk-free interest rate % % % Expected term (in years) Expected volatility % % % Expected dividend yield % % % Exercise price $ $ $ Fair value of common share $ $ $ Stock Options Stock option activity under the Plans is summarized as follows: Number of Weighted Weighted Aggregate (in years) Outstanding as of December 31, 2016 $ $ Granted Exercised ) Forfeited ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Outstanding as of December 31, 2017 $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Options exercisable as of December 31, 2017 $ $ Options unvested as of December 31, 2017 $ $ The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company's common shares for those stock options that had exercise prices lower than the fair value of the Company's common shares. The total intrinsic value of stock options for the years ended December 31, 2017, 2016 and 2015 was $107,072, $15,991 and $9,983, respectively. The weighted average grant-date fair value per share of stock options granted for the years ended December 31, 2017, 2016 and 2015 was $12.31, $4.09 and $3.22, respectively. The total fair value of options vested for the years ended December 31, 2017, 2016 and 2015 was $15,494, 3,381 and $2,345, respectively. Share-Based Compensation Share-based compensation expense was classified in the consolidated statements of operations and comprehensive loss as follows: Year Ended December 31, 2017 2016 2015 Research and development expenses $ $ $ General and administrative expenses ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, 2017, total unrecognized compensation cost related to the unvested share-based awards was $32,400, which is expected to be recognized over a weighted average period 3.37 years. |
License and Other Agreements
License and Other Agreements | 12 Months Ended |
Dec. 31, 2017 | |
License and Other Agreements | |
License and Other Agreements | 13. License and Other Agreements Yale Agreement In September 2013, the Company entered into an exclusive license agreement with Yale (the "Yale Agreement") to obtain a license to certain patent rights for the commercial development, manufacture, distribution, use and sale of products and processes resulting from the development of those patent rights, related to the use of riluzole in treating various neurological conditions, such as general anxiety disorder, post-traumatic stress disorder and depression. As part of the consideration for this license, the Company issued Yale 250,000 common shares and granted Yale the right to purchase up to 10% of the securities issued in specified future equity offerings by the Company, in addition to the obligation to issue shares to prevent anti-dilution. The obligation to contingently issue equity to Yale, which was no longer outstanding at December 31, 2017, was determined to be a liability, which was accounted for at its fair value of $0 at each reporting date. The Yale Agreement provides for a change-of-control payment to Yale upon the occurrence of a change-of-control event, as defined in the agreement, including an IPO. Upon the occurrence of a change-of-control event, the Company is obligated to pay to Yale the lesser of (i) 5% of the dollar value of all initial and future potential consideration paid or payable by the acquirer and (ii) $1,500. If the change-of-control event is as an IPO, the amount the Company will be obligated to pay to Yale will be reduced by the value of Yale's equity investment in the Company on the first day that Yale is free to sell its equity interest. The Company classifies the change-of-control payment obligation as a liability on its consolidated balance sheet because it represents a contingent obligation to pay a variable amount of cash that may be based, in part, on the value of the Company's own shares. The issuance date fair value of the derivative liability of $14 was recognized as a research and development expense upon entering the agreement with Yale. The Company continued to remeasure the derivative liability to fair value at each reporting date and recognized any changes in the fair value of the derivative liability through October 31, 2017. The derivative liability upon expiration of the lock-up period was determined to be $0 based on the value of the Company's shares on this date. The Company recorded other income (expense) of $512, $(65) and $(370), during the years ended December 31, 2017, 2016 and 2015, respectively, for the change in the fair value of the derivative liability. The fair value of the derivative liability was $0 and $512 as of December 31, 2017 and 2016, respectively (see Note 3). In addition, the Company agreed to pay Yale up to $2,000 upon the achievement of specified regulatory milestones and annual royalty payments of a low single-digit percentage based on net sales of products from the licensed patents, subject to a minimum amount of up to $1,000 per year. If the Company grants any sublicense rights under the Yale Agreement, it must pay Yale a low single-digit percentage of sublicense income that it receives. The Yale Agreement also requires the Company to meet certain due diligence requirements based upon specified milestones. The Company can elect to extend the deadline for its compliance with the due diligence requirements by a maximum of one year upon the payment to Yale of up to $150. The Company is also required to reimburse Yale for any fees that Yale incurs related to the filing, prosecution, defending and maintenance of patent rights licensed under the Yale Agreement. In the event that the Company fails to make any payments, commits a material breach, fails to maintain adequate insurance or challenges the patent rights of Yale, Yale can terminate the Yale Agreement. The Company can terminate the Yale Agreement (i) upon 90 days' notice to Yale, (ii) if Yale commits a material breach of the Yale Agreement or (iii) as to a specific country if there are no valid patent rights in such country. The Yale Agreement expires on a country-by-country basis upon the later of the date on which the last patent rights expire in such country or ten years from the date of the first sale of a product incorporating the licensed patents. MGH Agreement In September 2014, the Company entered into a license agreement (the "MGH Agreement") with The General Hospital Corporation d/b/a Massachusetts General Hospital ("MGH"), pursuant to which MGH granted the Company a license to certain patent rights for the commercial development, manufacture, distribution and use of any products or processes resulting from development of those patent rights, related to treating depression with a combination of ketamine and scopolamine. The Company is also obligated to pay MGH annual license maintenance fees and future milestone payments of up to $750 upon the achievement of specified clinical and regulatory milestones and up to $2,500 upon the achievement of specified commercial milestones. The Company has also agreed to pay MGH royalties of a low single-digit percentage based on net sales of products licensed under the agreement. If the Company receives revenue from sublicensing any of its rights under the agreement, the Company is also obligated to pay a portion of that revenue to MGH. The MGH Agreement also requires the Company to meet certain due diligence requirements based upon specified milestones. The Company can elect to extend the deadline for its compliance with the due diligence requirements by a maximum of one year by making payments to MGH of up to $300 in the aggregate. The Company is required to reimburse MGH for any fees that MGH incurs related to the filing, prosecution, defending, and maintenance of patent rights licensed under the agreement. The MGH Agreement expires upon expiration of the patent rights under the MGH Agreement, unless earlier terminated by either party. ALS Biopharma Agreement In August 2015, the Company entered into an agreement (the "ALS Biopharma Agreement") with ALS Biopharma and Fox Chase Chemical Diversity Center Inc. ("FCCDC"), pursuant to which ALS Biopharma and FCCDC assigned the Company their worldwide patent rights to a family of over 300 prodrugs of glutamate modulating agents, including trigriluzole, as well as other innovative technologies. Under the ALS Biopharma Agreement, the Company is obligated to use commercially reasonable efforts to commercialize and develop markets for the patent products. The Company is obligated to pay $3,000 upon the achievement of specified regulatory milestones with respect to the first licensed product and $1,000 upon the achievement of specified regulatory milestones with respect to subsequently developed products, as well as royalty payments of a low single-digit percentage based on net sales of products licensed under the agreement, payable on a quarterly basis. In connection with the ALS Biopharma Agreement, the Company also issued to ALS Biopharma (i) 50,000 common shares; (ii) an immediately exercisable warrant to purchase 275,000 common shares at an exercise price of $5.60 per share; and (iii) a warrant to purchase 325,000 common shares at an exercise price of $5.60 per share, which warrant would become exercisable upon the Company's achievement of a specified regulatory milestone which was met in May 2016 (see Note 9). The ALS Biopharma Agreement terminates on a country-by-country basis as the last patent rights expire in each such country. If the Company abandons its development, research, licensing or sale of all products covered by one or more claims of any patent or patent application assigned under the ALS Biopharma Agreement, or if the Company ceases operations, it has agreed to reassign the applicable patent rights back to ALS Biopharma. The Company recorded research and development expenses of $0, $3,127 and $2,836 during the years ended December 31, 2017, 2016 and 2015, respectively, as a result of the ALS Biopharma Agreement, which amounts consist of the fair value of the shares and warrants upon their issuance to ALS Biopharma. Rutgers Agreement In June 2016, the Company entered into an exclusive license agreement (the "Rutgers Agreement") with Rutgers, The State University of New Jersey ("Rutgers"), licensing several patents and patent applications related to the use of riluzole to treat various cancers. Under the Rutgers Agreement, the Company is required to pay Rutgers annual license maintenance fees until the first commercial sale of a licensed product, at which point the Company will pay Rutgers minimum annual royalties. The Company is also obligated to pay Rutgers up to $825 in the aggregate upon the achievement of specified clinical and regulatory milestones. The Company agreed to pay Rutgers royalties of a low single-digit percentage of net sales of licensed products sold by the Company, its affiliates or its sublicensees, subject to a minimum amount of up to $100 per year. If the Company grants any sublicense rights under the Rutgers Agreement, the Company must pay Rutgers a low double-digit percentage of sublicense income it receives. Under the Rutgers Agreement, in the event that the Company experiences a change of control or sale of substantially all of its assets prior to the initiation of a Phase 3 clinical trial related to products licensed under the agreement, and such change of control or sale results in a full liquidation of the Company, the Company will be obligated to pay Rutgers a change-of-control fee equal to 0.3% of the total value of the transaction, but not less than $100. The Company determined that the change-of-control payment should be accounted for as a liability. The fair value of the obligation for all periods presented was $0 based on the Company's assessment that the probability of a change-in-control event occurring prior to the initiation of a Phase 3 clinical trial related to products licensed under the agreement was remote. The Rutgers Agreement also requires the Company to meet certain due diligence requirements based upon specified milestones. The Company can elect to extend the deadline for its compliance with the due diligence requirements by a maximum of one year upon payments to Rutgers of up to $500 in the aggregate. Under the Rutgers Agreement, the Company is required to reimburse Rutgers for any fees that Rutgers incurs related to the filing, prosecution, defending, and maintenance of patent rights licensed under the agreement. The Rutgers Agreement expires upon expiration of the patent rights under the agreement or ten years from the date of first commercial sale of a licensed product, whichever is later, unless terminated by either party. BMS Agreement In July 2016, the Company entered into an exclusive, worldwide license agreement (the "BMS Agreement") with BMS for the development and commercialization rights to rimegepant and BHV-3500, as well as other CGRP-related intellectual property. In exchange for these rights, the Company agreed to pay BMS initial payments, milestone payments and royalties on net sales of licensed products under the agreement. The Company is obligated to make milestone payments to BMS upon the achievement of specified development and commercialization milestones. The development milestone payments due under the agreement depend on the licensed product being developed. With respect to rimegepant, the Company is obligated to pay up to $127,500 in the aggregate upon the achievement of the development milestones. For any product other than rimegepant, the Company is obligated to pay up to $74,500 in the aggregate upon the achievement of the development milestones. In addition, the Company is obligated to pay up to $150,000 for each licensed product upon the achievement of commercial milestones. If the Company receives revenue from sublicensing any of its rights under the agreement, it is also obligated to pay a portion of that revenue to BMS. The Company is also obligated to make tiered royalty payments to BMS based on annual worldwide net sales, with percentages in the low to mid-teens. Under the BMS Agreement, the Company is obligated to use commercially reasonable efforts to develop licensed products and to commercialize at least one licensed product using the patent rights licensed from BMS and is solely responsible for all development, regulatory and commercial activities and costs. The Company is also required to reimburse BMS for any fees that BMS incurs related to the filing, prosecution, defending, and maintenance of patent rights licensed under the BMS Agreement. Under the BMS Agreement, BMS transferred to the Company manufactured licensed products, including certain materials that will be used by the Company to conduct clinical trials. The BMS Agreement will terminate on a licensed product-by-licensed product and country-by-country basis upon the expiration of the royalty term with respect to each licensed product in each country. BMS has the right to terminate the agreement upon the Company's insolvency or bankruptcy, the Company's uncured material breach of the agreement, including the failure to meet its development and commercialization obligations, or if the Company challenges any of BMS's patent rights. The Company has the right to terminate the BMS Agreement if BMS materially breaches the agreement or if, after the Company provides notice, it chooses not to move forward with development and commercialization in a specific country. The BMS Agreement required the Company to complete a financing transaction with gross proceeds of at least $30,000, of which a minimum of $22,000 was to be from investment in equity prior to October 17, 2016, unless extended by mutual agreement of the Company and BMS. The BMS Agreement was amended, effective October 14, 2016, to extend the deadline for completing the financing transaction to October 31, 2016, on which date the Series A First Closing was completed (see Note 10). Under the BMS Agreement, the Company also agreed to issue BMS common shares in the amount of $12,500, which shares are contingently issuable upon the earliest to occur of (i) the initiation of a Phase 3 trial for the first licensed compound to reach such milestone, (ii) the Company's IPO or (iii) an event resulting in the change of control of the Company. Under the terms of the BMS Agreement, if the qualifying financing transaction involves the issuance of preferred shares, BMS is entitled to receive preferred shares instead of common shares, at its option. BMS also had the right to purchase up to 8%, on a fully diluted basis, of shares issued in a qualifying financing transaction (as defined in the BMS Agreement) on the same terms and rights as all other investors involved in the financing. The number of shares issuable to BMS under the agreement will be determined by dividing $12,500 by a price per share equal to the lower of (i) the price per share paid by investors in the Series A First Closing, or $9.2911 (see Note 10), or (ii) the price per share paid by investors in any subsequent financing event that occurs prior to the events specified above. The obligation to contingently issue equity to BMS is classified as a liability on the consolidated balance sheet because it represents an obligation to issue a variable number of shares for a fixed dollar amount. Upon entering into the BMS Agreement, the issuance-date fair value of the contingent equity liability of $13,125 was recognized as research and development expense in the consolidated statement of operations and comprehensive loss. The Company remeasured the fair value of the contingent equity liability at each reporting date since the date of issuance, recognizing changes in the fair value of the contingent equity liability as a component of other income (expense), net in the consolidated statement of operations and comprehensive loss. Changes in the fair value of the contingent equity liability continued to be recognized until the occurrence of a triggering event, which occurred in May 2017 with the completion of the IPO. In May 2017, in connection with the completion of its IPO, the Company issued 1,345,374 common shares to BMS in satisfaction of its obligation to contingently issue equity securities pursuant to the license agreement and remeasured the contingent equity liability to fair value. The Company recognized expense of $8,809 and $13,125 during the years ended December 31, 2017 and 2016, respectively, as a result of changes to the fair value of the contingent equity liability prior to its extinguishment in May 2017. The Company recorded $5,000 of research and development expense related to a payment made in connection with the BMS Agreement during the year ended December 31, 2017 for the achievement of a specified milestone. AstraZeneca Agreement In October 2016, the Company entered into an exclusive license agreement (the "AstraZeneca Agreement") with AstraZeneca, pursuant to which AstraZeneca granted the Company a license to certain patent rights for the commercial development, manufacture, distribution and use of any products or processes resulting from development of those patent rights, including BHV-5000 and BHV-5500. In exchange for these rights, the Company agreed to pay AstraZeneca an upfront payment, milestone payments and royalties on net sales of licensed products under the agreement. The regulatory milestones due under the agreement depend on the indication of the licensed product being developed as well as the territory where regulatory approval is obtained. Development milestones due under the agreement with respect to Rett syndrome total up to $30,000, and, for any indication other than Rett syndrome, total up to $60,000. Commercial milestones are based on net sales of all products licensed under the agreement and total up to $120,000. The Company has also agreed to pay tiered royalties based on net sales of all products licensed under the agreement of mid-single-digit to low double-digit percentages. If the Company receives revenue from sublicensing any of its rights under the AstraZeneca Agreement, the Company is also obligated to pay a portion of that revenue to AstraZeneca. The Company is also required to reimburse AstraZeneca for any fees that AstraZeneca incurs related to the filing, prosecution, defending, and maintenance of patent rights licensed under the AstraZeneca Agreement. The AstraZeneca Agreement expires upon the expiration of the patent rights under the agreement, unless earlier terminated by either party, or on a country-by-country basis ten years after the first commercial sale. As part of the consideration under the AstraZeneca Agreement, the Company agreed to issue to AstraZeneca common shares in the amount of $10,000 if the Company completed a qualifying equity financing resulting in proceeds of at least $30,000 prior to December 29, 2016. Under the terms of the AstraZeneca Agreement, if the qualifying financing transaction involved the issuance of preferred shares, AstraZeneca would be entitled to receive preferred shares instead of common shares, at its option. The number of shares issued would be determined based on the price per share paid by investors in the qualifying financing transaction. Upon the occurrence of the qualifying financing transaction, 50% of the shares would be issuable upon the closing of the transaction (the "First Tranche") and the other 50% would become issuable upon the earlier of (i) the initiation of a Phase 2b or equivalent clinical trial of a product candidate based on the licensed patent rights or (ii) any liquidity event, including an IPO of the Company, any change of control of the Company or any assignment of the Company's rights and obligations under the AstraZeneca Agreement (the "Second Tranche"). The number of shares issuable to AstraZeneca in each of the First Tranche and the Second Tranche is determined by dividing $5,000 by the price per share paid by investors in the Company's Series A First Closing, or $9.2911 (see Note 10). In addition, AstraZeneca had the right to purchase up to 8%, on a fully diluted basis, of shares issued in such qualifying financing transaction, on the same terms and rights as all other investors involved in the financing. In October 2016, upon completion of the Series A First Closing (see Note 10), the contingency associated with the First Tranche of contingently issuable equity related to the occurrence of a qualified financing was satisfied. As a result, the Company issued to AstraZeneca 538,150 Series A preferred shares with an aggregate fair value of $5,000, or $9.2911 per share. Upon issuance of the 538,150 Series A preferred shares to AstraZeneca, the Company reclassified the contingent equity liability associated with the First Tranche of $5,000 to the carrying value of Series A preferred shares. The Company determined that the fair value of the contingent equity liability associated with the Second Tranche at each reporting date since the date of issuance, recognizing changes in the fair value of the contingent equity liability as a component of other income (expense), net in the consolidated statement of operations and comprehensive loss. Changes in the fair value of the contingent equity liability continued to be recognized until the occurrence of a triggering event, which occurred in May 2017 with the completion of the IPO. In May 2017, in connection with the completion of its IPO, the Company issued 538,149 common shares to AstraZeneca in satisfaction of its obligation to contingently issue the Second Tranche of equity securities pursuant to the license agreement and remeasured the contingent equity liability to fair value. The Company recognized expense of $4,273 and $938 during the years ended December 31, 2017 and 2016, respectively, as a result of changes to the fair value of the contingent equity liability prior to its extinguishment in May 2017. Catalent Agreement for BHV-0223 In March 2015, the Company entered into a development and license agreement with Catalent U.K. Swindon Zydis Limited ("Catalent") pursuant to which the Company obtained license rights to the Zydis technology in BHV-0223. BHV-0223 was developed under this agreement, and Catalent has manufactured BHV-0223 for clinical testing. Upon entering the Catalent Agreement, the Company is obligated to pay Catalent up to $1,575 upon the achievement of specified regulatory and commercial milestones. The Company is also obligated to make royalty payments of a low single-digit percentage based on net sales of products licensed under the Catalent Agreement. Under this Agreement, the Company is responsible for conducting clinical trials and for preparing and filing regulatory submissions. The Company has the right to sublicense its rights under the Catalent Agreement subject to Catalent's prior written consent. Catalent has the right to enforce the patents covering the Zydis Technology and to defend any allegation that a formulation using Zydis technology, such as BHV-0223, infringes a third party's patent. This agreement terminates on a country-by-country basis upon the later of (i) 10 years after the launch of the most recently launched product in such country and (ii) the expiration of the last valid claim covering each product in such country, unless earlier voluntarily terminated by the Company. This agreement automatically extends for one-year terms unless either party gives advance notice of intent to terminate. In addition, Catalent may terminate the agreement either in its entirety or terminate the exclusive nature of this agreement on a country-by-country basis if the Company fails to meet specified development timelines, which it may extend in certain circumstances. In January 2018, the Company entered into a license and development agreement with Catalent related to rimegepant (see Note 20). RPharm Agreement In November 2017, the Company entered into a consulting agreement with R PHARM US related to the commercial preparation for BHV-0223. In addition to fixed quarterly consulting expenses under the agreement, the Company agreed to pay up to $2,500,000 upon achievement of specific commercial milestones. |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income taxes | |
Income taxes | 14. Income taxes As a company incorporated in the British Virgin Islands ("BVI"), the Company is principally subject to taxation in the BVI. Under the current laws of the BVI, tax on a company's income is assessed at a zero percent tax rate. As a result, the Company has not recorded any income tax benefits from its losses incurred in the BVI during each reporting period, and no net operating loss carryforwards will be available to the Company for those losses. BVI has historically outsourced all of the research and clinical development for its programs under a master services agreement with BPI (see Note 18). As a result of providing services under this agreement, BPI was profitable during the years ended December 31, 2017 and 2016, and BPI is subject to taxation in the United States. The Company's tax provision includes the effects of consolidating the results of operations of BPI, either as a variable interest entity for periods through the acquisition of BPI (see Note 18) or as of December 31, 2017 and 2016 as the Company's wholly owned subsidiary. Due to BPI's history of cumulative losses through September 30, 2016, the Company had recorded no tax benefits for the losses incurred by BPI through that date and had recorded a full valuation allowance against BPI's deferred tax assets, which consisted primarily of its U.S. net operating loss carryforwards for all periods through September 30, 2016. As of December 31, 2016, the Company fully utilized BPI's remaining U.S. net operating loss carryforwards and recorded a full release of the valuation allowance, which did not result in a material impact to the Company's income tax provision. As of December 31, 2017, we evaluated our deferred tax assets and determined that a full valuation allowance on these assets was appropriate due to the generation of tax credits in excess of forecasted taxes. The Company recorded an income tax provision during the year ended December 31, 2017 of $1,006 which primarily represents an alternative minimum tax liability and certain state taxes for the period. Income (loss) before provision for income taxes consisted of the following: Year Ended December 31, 2017 2016 2015 BVI $ ) $ ) $ ) Foreign (U.S.) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loss before provision for income taxes $ ) $ ) $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The provision for income taxes consisted of the following: Year Ended 2017 2016 2015 Current income tax provision: BVI $ — $ — $ — Foreign (U.S. federal and state) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total current income tax provision — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Deferred income tax provision (benefit): BVI — — — Foreign (U.S. federal and state) ) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total deferred income tax provision (benefit) ) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total provision for income taxes $ $ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ A reconciliation of the BVI statutory income tax rate of 0% to the Company's effective income tax rate is as follows: Year Ended 2017 2016 2015 BVI statutory income tax rate )% )% % Foreign tax rate differential ) Tax Credits ) Change in valuation allowance ) Other ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Effective income tax rate % % % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net deferred tax assets (liabilities) consisted of the following: December 31, 2017 2016 Deferred tax assets: Foreign net operating loss carryforwards $ — $ — Tax credits — Other ​ ​ ​ ​ ​ ​ ​ ​ Total deferred tax assets Deferred tax liabilities: Other ) — ​ ​ ​ ​ ​ ​ ​ ​ Total deferred tax liabilities ) — Valuation allowance ) — ​ ​ ​ ​ ​ ​ ​ ​ Net deferred tax assets $ — $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, 2017 and 2016, the Company had no remaining foreign net operating loss carryforwards. The Company had federal and state research and development credits of $2,463 and $414 which begin to expire in 2037. On December 22, 2017, the Tax Cuts and Jobs Act ("The Act"), was signed into law, resulting in significant changes to the Internal Revenue Code of 1986, as amended. These changes include a federal statutory rate reduction from 35% to 21%, limitation on the amount of research and development expenses deductible per year beginning in years after 2021, reduction of the Orphan Drug Credit from 50% to 25% of qualified clinical testing expenditures, increased limitations on certain executive compensation, elimination of the Corporate Alternative Minimum Tax, and modifying or repealing other business deductions and credits. The revaluation of our deferred tax assets due to The Act was not material. Changes in the valuation allowance for deferred tax assets during the years ended December 31, 2017 and 2016 were due primarily to the utilization of U.S. net operating loss carryforwards and were as follows: Year Ended 2017 2016 2015 Valuation allowance as of beginning of year $ — $ $ Decreases recorded as benefit to income tax provision — ) ) Increases recorded to income tax provision — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Valuation allowance as of end of year $ $ — $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The Company has not recorded any amounts for unrecognized tax benefits as of December 31, 2017 or 2016. The Company's policy is to record interest and penalties related to income taxes as part of its income tax provision. As of December 31, 2017 and 2016, the Company had no accrued interest or penalties related to uncertain tax positions and no amounts had been recognized in the Company's statement of operations and comprehensive loss. BPI files income tax returns in the U.S. and certain state jurisdictions. BPI's U.S. federal and state income tax returns are subject to tax examinations for the tax year ended December 31, 2014 and subsequent years. There are currently no income tax examinations pending. |
Net Loss per Share
Net Loss per Share | 12 Months Ended |
Dec. 31, 2017 | |
Net Loss per Share | |
Net Loss per Share | 15. Net Loss per Share Net Loss per Share Basic and diluted net loss per share attributable to common shareholders of Biohaven Pharmaceutical Holding Company Ltd. was calculated as follows: Year Ended December 31, 2017 2016 2015 Numerator: Net loss $ ) $ ) $ ) Net (income) loss attributable to non-controlling interests — ) Accretion of beneficial conversion feature on Series A preferred shares ) — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss attributable to common shareholders of Biohaven Pharmaceutical Holding Company Ltd. $ ) $ ) $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: Weighted average common shares outstanding—basic and diluted ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss per share attributable to common shareholders of Biohaven Pharmaceutical Holding Company Ltd.—basic and diluted $ ) $ ) $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The Company's potential dilutive securities, which include stock options and warrants to purchase common shares, have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common shareholders is the same. The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common shareholders for the periods indicated because including them would have had an anti-dilutive effect: Year Ended December 31, 2017 2016 2015 Options to purchase common shares Warrants to purchase common shares ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ In addition to the potentially dilutive securities noted above, as of September 30, 2016, the Company agreed to issue warrants to purchase common shares to each of the Guarantor and Co-Guarantor of the Credit Agreement (see Note 7). In January 2017, the Company issued the warrants to the Guarantor and Co-Guarantor, pursuant to which each director received a warrant to purchase 107,500 common shares at an exercise price of $9.2911 per share. These warrants are included in the table above for the year ended December 31, 2017. The Company had also agreed under its agreements with AstraZeneca and BMS to issue common shares upon the achievement of specified milestones or upon the occurrence of specified events (see Notes 3 and 12). Because the necessary conditions for issuance of the shares had not been met as of December 31, 2016, the Company excluded these shares from the table above and from the calculation of diluted net loss per share for the year ended December 31, 2016. In May 2017, in connection with the completion of its IPO, the Company issued 538,149 common shares to AstraZeneca and 1,345,374 common shares to BMS in full satisfaction of its obligations to contingently issue equity securities pursuant to the license agreements. Accordingly, the table above does not include any shares related to the agreements with AstraZeneca and BMS for the year ended December 31, 2017. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies | |
Commitments and Contingencies | 16. Commitments and Contingencies Lease Agreement In December 2016, the Company entered into an assignment agreement to assume an operating lease for its office space in New Haven, Connecticut. The lease agreement expires in October 2018, and the Company has the option to extend the term through October 2021. In addition, the Company entered into a lease agreement for additional space which expires on June 30, 2018. During the year ended December 31, 2017, the Company recorded rent expense of $73. The agreement requires future minimum lease payments for the years ending December 31, 2018 of $44. In August 2017, the Company entered into a lease agreement for office space and the related property for its new headquarters in New Haven, Connecticut. The lease commences on January 1, 2018 and will continue for a term of 85 months, with the ability to extend for 120 months. The Company has the option to purchase the property for $2,700. The lease will be accounted for under the financing method (see Note 2). During the year ended December 31, 2017, the Company recorded an asset of $2,198 for the fair value of the building of $1,600, landlord improvements of $111 and tenant improvements of $487. The Company has recorded a financing liability of $1,787 related to the lease, of which $362 is recorded within accrued expenses and $1,425 within other long-term liabilities. During the year ended December 31, 2017, the Company recorded $75 in rent expense during the construction period. The leases requires minimum lease payments for the following years ended December 31: 2018 $ 2019 2020 2021 2022 Thereafter ​ ​ ​ ​ ​ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ License Agreements The Company has entered into license agreements with various parties under which it is obligated to make contingent and non-contingent payments (see Note 13). Research Commitments The Company has entered into agreements with several CROs to provide services in connection with its preclinical studies and clinical trials. As of December 31, 2017, the Company had committed to minimum payments under these arrangements of $8,149, of which substantially all are due in the year ended December 31, 2018. Indemnification Agreements In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, business partners and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with members of its board of directors that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. The Company's amended and restated memorandum and articles of association also provide for indemnification of directors and officers in specific circumstances. To date, the Company has not incurred any material costs as a result of such indemnification provisions. The Company does not believe that the outcome of any claims under indemnification arrangements will have a material effect on its financial position, results of operations or cash flows, and it has not accrued any liabilities related to such obligations in its consolidated financial statements as of December 31, 2017 or 2016. Legal Proceedings From time to time, in the ordinary course of business, the Company is subject to litigation and regulatory examinations as well as information gathering requests, inquiries and investigations. As of December 31, 2017, there were no matters which would have a material impact on the Company's financial results. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions | |
Related Party Transactions | 17. Related Party Transactions License Agreement with Yale On September 30, 2013, the Company entered into the Yale Agreement with Yale (see Note 13). Yale is a related party because the Company's Chief Executive Officer is one of the inventors of the patents that the Company has licensed from Yale and, as such, is entitled to a specified share of the glutamate product-related royalty revenues that may be received by Yale under the Yale Agreement. As partial consideration for the license under the Yale Agreement, on September 30, 2013, the Company issued to Yale 250,000 common shares, representing 5.1% of the Company's then outstanding equity on a fully diluted basis. The fair value of the shares, totaling $152, was recognized as research and development expense at the time of issuance of the shares. During the years ended December 31, 2017, 2016 and 2015, the Company recognized research and development expense under the Yale Agreement of $38, $4 and $84, respectively. As of December 31, 2017 and 2016, the Company owed no amounts to Yale. Guarantor and Co-Guarantor Warrants The Guarantor and Co-Guarantor of the Credit Agreement with Wells Fargo are each shareholders and members of the board of directors of the Company. The Company issued warrants to the Guarantor and Co-Guarantor in exchange for their respective guaranties (see Notes 8 and 9). The warrants were issued on January 26, 2017, pursuant to which each director received a warrant to purchase 107,500 common shares at an exercise price of $9.2911 per share. Kleo Pharmaceuticals, Inc. From August 2016 through December 2017 (see Note 5), the Company has purchased 9,674,543 shares of Kleo for aggregate consideration of $9,979. As part of the purchases, in March 2017, the Company purchased 500,000 shares of Kleo common stock from the then Chief Executive Officer of Kleo. Kleo is a related party because the Company has determined that it exercises significant influence over the operating and financial policies of Kleo. In connection with its investment in Kleo, the Company received the right to designate two members of Kleo's board of directors, who are the Chairman of the Company's board of directors and an outside director of the Company. Also, the President and controlling stockholder of Kleo is a shareholder of the Company. As of December 31, 2017, the Company owned 43.3% of Kleo's outstanding capital stock. The Company has also entered into a clinical development master services agreement with Kleo to assist Kleo with clinical development. As of December 31, 2017, the Company had not performed any services or received any payments under this agreement. Biohaven Pharmaceuticals, Inc. BPI is a related party because the three founders, each of whom beneficially owned one-third of the equity of BPI prior to the Company's acquisition of BPI on December 31, 2016 (see Note 8), are shareholders of the Company and also serve as the Company's Chairman of the board of directors, Chief Executive Officer and Chief Medical Officer, respectively. On December 31, 2016, the Company acquired 100% of the capital stock of BPI for aggregate purchase consideration of $595 in the form of promissory notes to each of the former stockholders of BPI. In connection with the closing of the Company's IPO in May 2017, the notes were paid in full, including principal of $595, and accrued interest of $9. AstraZeneca The Company entered into an exclusive license agreement with AstraZeneca in October 2016. As part of the consideration under the agreement and in connection with the completion of the Series A First Closing in October 2016 and the completion of the IPO in May 2017, AstraZeneca received shares of the Company's stock (see Notes 1 and 13). Bristol Myers-Squibb Company The Company entered into an exclusive license agreement with BMS in July 2016. As part of the consideration under the agreement and in connection with the completion of the Company's IPO in May 2017, BMS received shares of the Company's stock (see Notes 1 and 13). The Company recorded $5,000 of research and development expense related to a payment made during the year ended December 31, 2017 for the achievement of a specified milestone. |
Acquisition of Biohaven Pharmac
Acquisition of Biohaven Pharmaceuticals, Inc. | 12 Months Ended |
Dec. 31, 2017 | |
Acquisition of Biohaven Pharmaceuticals, Inc. | |
Acquisition of Biohaven Pharmaceuticals, Inc. | 18. Acquisition of Biohaven Pharmaceuticals, Inc. The Company has historically outsourced all of the research and clinical development for its programs under a master services agreement (the "MSA") with BPI. The three founders of BPI, each of whom beneficially owned one-third of the equity of BPI prior to the Company's acquisition of BPI on December 31, 2016, are shareholders of the Company and also serve as the Company's Chairman of the board of directors, Chief Executive Officer, and Chief Medical Officer, respectively (see Note 17). BPI is a contract research organization whose only customer is the Company. Since its incorporation, substantially all of the operations of BPI have been performed in service to the Company under the terms of the MSA, and substantially all of the funding for the operations of BPI was provided by the Company. The Company determined that (i) it has the authority to direct the activities of BPI that most significantly impact the economics of the entity and (ii) the equity at risk in BPI is insufficient to finance its operations. As a result, the Company is deemed to have had a variable interest in BPI, and BPI is deemed to be a variable interest entity ("VIE") of which the Company is the primary beneficiary. Since the date of the Company's incorporation in September 2013, the Company has consolidated the results of BPI. Upon original consolidation, the Company applied purchase accounting by recording the fair values of BPI's assets acquired and liabilities assumed, which were determined to be zero because BPI had not yet commenced any operations. For the year ended December 31, 2016, 100% of the equity in BPI was reflected as a net loss attributable to non-controlling interest on the consolidated statement of operations and comprehensive loss. On December 31, 2016, the Company entered into stock purchase agreements with each of the stockholders of BPI, acquiring 100% of the issued and outstanding shares of BPI for aggregate purchase consideration of $595, and as a result, for periods subsequent to the acquisition, the Company no longer reports any non-controlling interest related to BPI. The Company funded the acquisition through the issuance of promissory notes to each of the former stockholders of BPI. In May 2017, in connection with the completion of the IPO, the notes became immediately due and payable, and the Company paid the notes, including principal and unpaid interest, in full. Because the Company consolidated BPI as a VIE prior to the acquisition, the acquisition of all of the capital stock of BPI did not result in a change of control for accounting purposes and was accounted for as an equity transaction. Accordingly, as of the acquisition date, the $86 carrying value of the non-controlling interest on December 31, 2016 was derecognized and the difference between the carrying value of the non-controlling interest of $86 and the purchase price of $595 was recorded as a $509 reduction to additional paid-in capital. There were no changes to this accounting treatment of BPI during the year ended December 31, 2017. For the years ended December 31, 2016 and 2015 when the Company consolidated BPI as a VIE, the Company recorded net income and a (loss) of $143 and $(4), respectively, attributable to non-controlling interests. |
Quarterly Financial Data (Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Data (Unaudited) | |
Quarterly Financial Data (Unaudited) | 19. Quarterly Financial Data (Unaudited) The following information has been derived from unaudited consolidated financial statements that, in the opinion of management, include all recurring adjustments necessary for a fair statement of such information. Three Months Ended March 31, June 30, September 30, December 31, Operating expenses: Research and development $ $ $ $ General and administrative ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total operating expenses ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loss from operations ) ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other income (expense): Interest expense ) ) ) — Interest income — — ) Change in fair value of warrant liability ) ) ) Change in fair value of derivative liability — — Change in fair value of contingent equity liability ) ) — — Loss from equity method investment ) ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total other income (expense), net ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loss before provision for income taxes ) ) ) ) Provision for income taxes ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss and comprehensive loss ) ) ) ) Net (income) loss attributable to non-controlling interests — — — — Accretion of beneficial conversion feature on Series A preferred shares ) ) — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss attributable to common shareholders of Biohaven Pharmaceutical Holding Company Ltd. $ ) $ ) $ ) $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss per share attributable to common shareholders of Biohaven Pharmaceutical Holding Company Ltd.—basic and diluted $ ) $ ) $ ) $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average common shares outstanding—basic and diluted ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, June 30, September 30, December 31, Operating expenses: Research and development $ $ $ $ General and administrative ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total operating expenses ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loss from operations ) ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other income (expense): Interest expense — — ) ) Interest income — — — — Change in fair value of warrant liability — — Change in fair value of derivative liability ) ) Change in fair value of contingent equity liability — — — ) Loss from equity method investment — — ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total other income (expense), net ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loss before provision for income taxes ) ) ) ) Provision for income taxes — — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss and comprehensive loss ) ) ) ) Net (income) loss attributable to non-controlling interests ) ) Accretion of beneficial conversion feature on Series A preferred shares — — — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss attributable to common shareholders of Biohaven Pharmaceutical Holding Company Ltd. $ ) $ ) $ ) $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss per share attributable to common shareholders of Biohaven Pharmaceutical Holding Company Ltd.—basic and diluted $ ) $ ) $ ) $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average common shares outstanding—basic and diluted ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ During the quarter ended December 31, 2017, the Company recorded a $3,294 out-of-period adjustment to increase share-based compensation expense. Management has concluded that the error is not material to the current or prior period financial statements. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events | |
Subsequent Events | 20. Subsequent Events Purchase of Kleo Common Stock On January 5, 2018, the Company purchased 1,375,000 shares of Kleo common stock for cash consideration of $1,375 in satisfaction of the fourth and final of a series of The Company's purchase commitments pursuant to the Securities Purchase Agreement between Kleo and the Company. The Company's purchase of 1,375,000 shares of Kleo's common stock in January 2018 resulted in an increase in its ownership interest in Kleo to 46.6% of the outstanding stock of Kleo, compared with 43.3% as of December 31, 2017 (see Note 5). Exercise of ALS Biopharma Warrant In January 2018, ALS Biopharma exercised a warrant for the purchase of 275,000 shares through a net share settlement. The Company issued 228,119 shares as a result of the exercise (see Note 9). Catalent Agreement for Rimegepant In January 2018, the Company entered into a development and license agreement with Catalent pursuant to which we obtained certain license rights to the Zydis ODT technology for use with rimegepant. If Company obtains regulatory approval or launches a rimegepant product that utilizes the Zydis ODT technology, the Company is obligated to pay Catalent up to $1,500 upon the achievement of specified regulatory and commercial milestones. If the Company commercializes a rimegepant product that utilizes the Zydis ODT technology, the agreement permits the Company to purchase the commercial product from Catalent at a fixed price, inclusive of a royalty. Under the agreement, Catalent will not develop or manufacture a formulation of any oral CGRP compound using Zydis ODT technology for itself or a third party until 2031, subject to certain minimum commercial revenues. Under this agreement, the Company is responsible for conducting clinical trials and for preparing and filing regulatory submissions. The Company has the right to sublicense its rights under the agreement subject to Catalent's prior written consent. Catalent has the right to enforce the patents covering the Zydis Technology and to defend any allegation that a formulation using Zydis technology, such as BHV-3000, infringes a third party's patent. This agreement terminates on a country-by-country basis upon the later of (i) 10 years after the launch of the most recently launched product in such country and (ii) the expiration of the last valid claim covering each product in such country, unless earlier voluntarily terminated by the Company. This agreement automatically extends for one-year terms unless either party gives advance notice of intent to terminate. In addition, Catalent may terminate the agreement either in its entirety or terminate the exclusive nature of this agreement on a country-by-country basis if the Company fails to meet specified development timelines, which it may extend in certain circumstances. |
Summary of Significant Accoun28
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Summary of Significant Accounting Policies | |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses during the reporting periods. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the accrual for research and development expenses and the valuation of common shares, stock options, warrants, derivative instruments and contingent equity instruments. In addition, management's assessment of the Company's ability to continue as a going concern involves the estimation of the amount and timing of future cash inflows and outflows. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates. |
Equity Method Investments | Equity Method Investments Investments in non-public companies in which the Company owns less than a 50% equity interest and where it exercises significant influence over the operating and financial policies of the investee are accounted for using the equity method of accounting. The Company's proportionate share of the net income or loss of the equity method investment is included in other income (expense), net in the consolidated statement of operations and comprehensive loss and results in a corresponding adjustment to the carrying value of the investment on the consolidated balance sheet. Dividends received reduce the carrying value of the investment. The Company periodically reviews the carrying value of its investment to determine if there has been an other-than-temporary decline in carrying value. A variety of factors are considered when determining if a decline in carrying value is other than temporary, including, among other factors, the financial condition and business prospects of the investee, as well as the Company's intent with regard to the investment. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost and depreciated or amortized using the straight-line method over the estimated useful lives of the respective assets. As of December 31, 2017 and 2016, the Company's property and equipment consisted of office equipment and computer equipment, as well as construction in progress comprised of computer software and leasehold improvements. The Company is also a deemed owner of a building related to a lease agreement which has been accounted for as a financing lease (see Note 16). The lease represents a failed sales-leaseback due to the non-normal tenant improvements and the Company's continuing involvement in the property. The fair value of the building and improvements funded by the landlord will be recognized on the balance sheet as of December 31, 2017. Construction costs funded by the Company will be recognized on the consolidated balance sheet as incurred. These assets will be amortized over respective depreciable lives. The Company will record rent expense based on the estimated fair value of the rental for land. The Company will recognize a financing obligation for the fair value of the property, construction costs incurred by the Company and the landlord, and the landlord allowance. The liability will be amortized over the lease term based on the minimum lease payments required under the lease and the Company's incremental borrowing rate. The minimum lease payments are recorded as interest expense and in part as a payment of principal reducing the financing obligation. The fixed assets have the following useful lives: Building 30 years Leasehold improvements Lesser of 10 years or the life of the lease Office equipment 3 - 5 years Computer software 3 - 5 years Computer equipment 3 years Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is included in loss from operations. Expenditures for repairs and maintenance are charged to expense as incurred. Property and equipment are monitored regularly for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. |
Fair Value Measurements | Fair Value Measurements Certain assets of the Company are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable:  Level 1—Quoted prices in active markets for identical assets or liabilities.  Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data.  Level 3—Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The Company's warrant liability, derivative liability and contingent equity liability are carried at fair value, based upon Level 3 inputs described above (see Note 3). The carrying values of other current assets, accounts payable, accrued expenses and notes payable under a credit agreement approximate their fair values due to the short-term nature of these assets and liabilities. |
Segment Information | Segment Information The Company manages its operations as a single segment, the development of therapies targeting neurological diseases, for the purposes of assessing performance and making operating decisions. All of the Company's tangible assets are held in the United States. |
Research and Development Costs | Research and Development Costs Research and development costs are expensed as incurred. Research and development expenses consist of costs incurred in performing research and development activities, including salaries, share-based compensation and benefits, third-party license fees, and external costs of vendors engaged to conduct clinical development activities and clinical trials as well as to manufacture clinical trial materials. Non-refundable prepayments for goods or services that will be used or rendered for future research and development activities are deferred and capitalized. Such amounts are recognized as an expense as the goods are delivered or the related services are performed, or until it is no longer expected that the goods will be delivered or the services rendered. The Company has entered into various research and development-related contracts. These agreements are cancelable, and related payments are recorded as research and development expenses as incurred. The Company records accruals for estimated ongoing research costs. When evaluating the adequacy of the accrued liabilities, the Company analyzes progress of the studies or clinical trials, including the phase or completion of events, invoices received and contracted costs. Certain judgments and estimates are made in determining the accrued balances at the end of any reporting period. Actual results could differ from the Company's estimates. The Company's historical accrual estimates have not been materially different from the actual costs. |
Share-Based Compensation | Share-Based Compensation The Company measures stock options granted to employees and directors based on the fair value on the date of the grant and recognizes compensation expense of those awards, over the requisite service period, which is generally the vesting period of the respective award. Forfeitures are accounted for as they occur. Generally, the Company issues stock options with only service-based vesting conditions and records the expense for these awards using the straight-line method. The Company also issues, from time to time, stock options with performance-based vesting conditions and records the expense for these awards when the Company concludes that it is probable that the performance condition will be achieved. For share-based awards granted to non-employees including consultants, compensation expense is recognized over the period during which services are rendered by such non-employees until completed. At the end of each financial reporting period prior to completion of the service, the fair value of the unvested awards are remeasured using the then-current fair value of the Company's common shares and updated assumption inputs in the Black-Scholes option-pricing model. The Company classifies share-based compensation expense in its consolidated statement of operations and comprehensive loss in the same manner in which the award recipient's payroll costs are classified or in which the award recipient's service payments are classified. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. Prior to May 2017, the Company was a private company and, accordingly, lacks a history of company-specific historical and implied volatility information for its shares. Therefore, it estimates its expected share price volatility based on the historical volatility of publicly traded peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded share price. The expected term of the Company's stock options has been determined utilizing the "simplified" method for awards that qualify as "plain-vanilla" options. The expected term of stock options granted to non-employees is equal to the contractual term of the option award. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends on common shares and does not expect to pay any cash dividends in the foreseeable future. |
Warrant Liability | Warrant Liability In connection with entering into a credit agreement, the Company issued warrants to purchase common shares to two of the Company's directors in connection with a guarantee of its obligations under the agreement (see Note 8). The Company classifies the warrants as a liability on its consolidated balance sheet because each warrant represents a freestanding financial instrument that is not indexed to the Company's own shares. The warrant liability was initially recorded at fair value upon entering into the credit agreement and is subsequently remeasured to fair value at each reporting date. Changes in the fair value of the warrant liability are recognized as a component of other income (expense), net in the consolidated statement of operations and comprehensive loss. Changes in the fair value of the warrant liability will continue to be recognized until the warrants are exercised, expire or qualify for equity classification. |
Derivative Liability | Derivative Liability The Company's license agreement with Yale University ("Yale") (see Note 13) provides for a change-of-control payment to Yale upon the occurrence of a change-of-control event, as defined in the agreement, including an IPO. The Company classifies the change-of-control payment obligation as a liability on its consolidated balance sheet because it represents a contingent obligation to pay a variable amount of cash that may be based, in part, on the value of the Company's own shares. The derivative liability was initially recorded at fair value upon entering into the license agreement and was subsequently remeasured to fair value at each reporting date. Changes in the fair value of the derivative liability were recognized as a component of other income (expense), net in the consolidated statement of operations and comprehensive loss prior to its expiration. |
Contingent Equity Liability | Contingent Equity Liability The Company's license agreements with AstraZeneca and BMS (see Note 13) require the Company to issue capital shares upon the occurrence of specified financing or change-of-control events or development milestones. In each agreement, the class and number of shares to be issued upon a triggering event were not known upon entering into the license agreements; however, the dollar amount of the shares to be issued upon a triggering event is fixed. The Company classifies these contingent obligations to issue shares as a liability on its consolidated balance sheet because each represents an obligation to issue a variable number of shares for a fixed dollar amount. Each contingent equity liability was initially recorded at fair value upon entering into each respective agreement and is subsequently remeasured to fair value at each reporting date. Changes in the fair values of the contingent equity liabilities are recognized as a component of other income (expense), net in the consolidated statement of operations and comprehensive loss. Changes in the fair value of the contingent equity liabilities are recognized through the occurrence of the respective triggering event. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Company's tax returns. Deferred tax assets and liabilities are determined on the basis of the differences between the consolidated financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. The provision for income taxes includes the effects of applicable tax reserves, or unrecognized tax benefits, as well as the related net interest and penalties. |
Net Income (Loss) per Share | Net Income (Loss) per Share The Company follows the two-class method when computing net income (loss) per share as the Company has issued shares that meet the definition of participating securities. The two-class method determines net income (loss) per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common shareholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. Net income (loss) per share attributable to common shareholders is calculated based on net income (loss) attributable to Biohaven Pharmaceutical Holding Company Ltd. and excludes net income (loss) attributable to non-controlling interests for relevant periods. Basic net income (loss) per share attributable to common shareholders is computed by dividing the net income (loss) attributable to common shareholders by the weighted average number of common shares outstanding for the period. Diluted net income (loss) attributable to common shareholders is computed by adjusting net income (loss) attributable to common shareholders to reallocate undistributed earnings based on the potential impact of dilutive securities. Diluted net income (loss) per share attributable to common shareholders is computed by dividing the diluted net income (loss) attributable to common shareholders by the weighted average number of common shares outstanding for the period, including potential dilutive common shares. For purpose of this calculation, outstanding options, warrants to purchase common shares, convertible preferred shares and contingently issuable equity are considered potential dilutive common shares. The Company's convertible preferred shares contractually entitled the holders of such shares to participate in dividends but contractually did not require the holders of such shares to participate in losses of the Company. In periods in which the Company reports a net loss attributable to common shareholders, diluted net loss per share attributable to common shareholders is the same as basic net loss per share attributable to common shareholders, since potentially dilutive common shares are considered to be anti-dilutive. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In March 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-09, Improvements to Employee Share-Based Payment Accounting ("ASU 2016-09"). The new standard involves several aspects of the accounting for 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. Certain of these changes are required to be applied retrospectively, while other changes are required to be applied prospectively. The Company has elected to early adopt ASU 2016-09 on January 1, 2017 and has reflected the adoption in the consolidated financial statements of the Company. The adoption of ASU 2016-09 had no material impact on the Company's financial position, results of operations or cash flows. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In May 2017, the FASB issued ASU No. 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting ("ASU 2017-09"), which clarifies when to account for a change to the terms or conditions of a share-based payment award as a modification. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award (as equity or liability) changes as a result of the change in terms or conditions. The standard is effective for annual periods beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of ASU 2017-09 will have on its consolidated financial statements. In November 2016, the FASB issued ASU 2016-18, "Statement of Cash Flows (Topic 230): Restricted Cash," which will require entities to show the change in the total of cash, cash equivalents, restricted cash and restricted cash equivalents within the statement of cash flows. As a result, entities will no longer separately present transfers between unrestricted cash and restricted cash. This guidance will be effective for annual reporting periods beginning after December 15, 2017, including interim periods within those annual reporting periods, and early adoption is permitted. The Company does not anticipate a material impact to the consolidated financial statements as a result of the adoption of this guidance. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments ("ASU 2016-15"), to address diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The standard is effective for annual periods beginning after December 15, 2017, including interim periods within those fiscal years. The Company is currently evaluating the impact that the adoption of ASU 2016-15 will have on its consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) ("ASU 2016-02"), which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. ASU 2016-02 (Accounting Standards Codification ("ASC") Topic 842) supersedes the previous leases standard, ASC 840, Leases . The standard is effective for public entities for annual periods beginning after December 15, 2018 and for interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of ASU 2016-02 will have on its consolidated financial statements. |
Summary of Significant Accoun29
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Summary of Significant Accounting Policies | |
Schedule of useful lives of fixed assets | Building 30 years Leasehold improvements Lesser of 10 years or the life of the lease Office equipment 3 - 5 years Computer software 3 - 5 years Computer equipment 3 years |
Fair Value of Financial Asset30
Fair Value of Financial Assets and Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value of Financial Assets and Liabilities | |
Summary of the Company's financial assets and liabilities measured at fair value on a recurring basis and indicate the level of the fair value hierarchy | Fair Value Measurements as of Level 1 Level 2 Level 3 Total Liabilities: Warrant liability $ — $ — $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ — $ — $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value Measurements as of Level 1 Level 2 Level 3 Total Liabilities: Warrant liability $ — $ — $ $ Derivative liability — — Contingent equity liability — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ — $ — $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Summary of roll forward of aggregate fair values of the Company's warrant liability, derivative liability and contingent equity liability | Warrant Derivative Contingent Balance at December 31, 2014 $ — $ $ — Change in fair value — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at December 31, 2015 — — Initial fair value of warrant liability — — Initial fair value of contingent equity liability — — Issuance of Series A preferred stock as consideration for license agreements — — ) Change in fair value ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at December 31, 2016 Change in fair value ) Issuance of common shares in settlement of contingent equity liability — — ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at December 31, 2017 $ $ — $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Prepaid Expenses and Other Cu31
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Prepaid Expenses and Other Current Assets | |
Schedule of prepaid expenses and other current assets | December 31, 2017 2016 Prepaid clinical trial costs $ $ Prepaid insurance — Other ​ ​ ​ ​ ​ ​ ​ ​ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Equity Method Investment (Table
Equity Method Investment (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Equity Method Investment | |
Schedule of carrying value of equity method investment | Carrying Balance at December 31, 2015 $ — Purchase of Kleo common stock Loss recognized in connection with equity method investment ) ​ ​ ​ ​ ​ Balance at December 31, 2016 Purchases of Kleo common stock Loss recognized in connection with equity method investment ) ​ ​ ​ ​ ​ Balance at December 31, 2017 $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Schedule of equity investments and summarized financial information for equity investees | December 31, 2017 2016 Current assets $ $ Total assets $ $ Current liabilities $ $ Total liabilities $ $ Year Ended 2017 2016 Revenue $ — $ — Loss from Operations $ ) $ ) Net loss $ ) $ ) |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property and Equipment, Net | |
Schedule of property and equipment, net | December 31, 2017 2016 Computer equipment $ $ Office equipment — ​ ​ ​ ​ ​ ​ ​ ​ Accumulated depreciation ) ) Construction in progress — ​ ​ ​ ​ ​ ​ ​ ​ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accrued Expenses | |
Schedule of accrued expenses | December 31, 2017 2016 Accrued employee compensation and benefits $ $ Accrued clinical trial costs Accrued professional fees Lease liability — Other ​ ​ ​ ​ ​ ​ ​ ​ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Summary of stock option activity | Number of Weighted Weighted Aggregate (in years) Outstanding as of December 31, 2016 $ $ Granted Exercised ) Forfeited ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Outstanding as of December 31, 2017 $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Options exercisable as of December 31, 2017 $ $ Options unvested as of December 31, 2017 $ $ |
Summary of classification of share-based compensation expense | Year Ended December 31, 2017 2016 2015 Research and development expenses $ $ $ General and administrative expenses ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Employees and directors | |
Schedule of assumptions that the Company used to determine the grant-date fair value of stock options granted | Year Ended December 31, 2017 2016 2015 Risk-free interest rate % % % Expected term (in years) Expected volatility % % % Expected dividend yield % % % Exercise price $ $ $ Fair value of common share $ $ $ |
Non-employees | |
Schedule of assumptions that the Company used to determine the grant-date fair value of stock options granted | Year Ended December 31, 2017 2016 2015 Risk-free interest rate % % % Expected term (in years) Expected volatility % % % Expected dividend yield % % % Exercise price $ $ $ Fair value of common share $ $ $ |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income taxes | |
Schedule of income (loss) before provision for income taxes | Year Ended December 31, 2017 2016 2015 BVI $ ) $ ) $ ) Foreign (U.S.) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loss before provision for income taxes $ ) $ ) $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Schedule of Provision for income taxes | Year Ended 2017 2016 2015 Current income tax provision: BVI $ — $ — $ — Foreign (U.S. federal and state) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total current income tax provision — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Deferred income tax provision (benefit): BVI — — — Foreign (U.S. federal and state) ) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total deferred income tax provision (benefit) ) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total provision for income taxes $ $ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Schedule of reconciliation of the BVI statutory income tax rate of 0% to the company's effective income tax rate | Year Ended 2017 2016 2015 BVI statutory income tax rate )% )% % Foreign tax rate differential ) Tax Credits ) Change in valuation allowance ) Other ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Effective income tax rate % % % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Schedule of net deferred taxes assets (liabilities) | December 31, 2017 2016 Deferred tax assets: Foreign net operating loss carryforwards $ — $ — Tax credits — Other ​ ​ ​ ​ ​ ​ ​ ​ Total deferred tax assets Deferred tax liabilities: Other ) — ​ ​ ​ ​ ​ ​ ​ ​ Total deferred tax liabilities ) — Valuation allowance ) — ​ ​ ​ ​ ​ ​ ​ ​ Net deferred tax assets $ — $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Summary of changes in valuation allowance for deferred tax assets | Year Ended 2017 2016 2015 Valuation allowance as of beginning of year $ — $ $ Decreases recorded as benefit to income tax provision — ) ) Increases recorded to income tax provision — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Valuation allowance as of end of year $ $ — $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Net Loss per Share | |
Schedule of basic and diluted net loss per share | Year Ended December 31, 2017 2016 2015 Numerator: Net loss $ ) $ ) $ ) Net (income) loss attributable to non-controlling interests — ) Accretion of beneficial conversion feature on Series A preferred shares ) — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss attributable to common shareholders of Biohaven Pharmaceutical Holding Company Ltd. $ ) $ ) $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: Weighted average common shares outstanding—basic and diluted ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss per share attributable to common shareholders of Biohaven Pharmaceutical Holding Company Ltd.—basic and diluted $ ) $ ) $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Schedule of potentially anti-dilutive securities excluded from calculation of diluted net loss per share | Year Ended December 31, 2017 2016 2015 Options to purchase common shares Warrants to purchase common shares ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies | |
Schedule of the leases requiring minimum lease payments | 2018 $ 2019 2020 2021 2022 Thereafter ​ ​ ​ ​ ​ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Quarterly Financial Data (Una39
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Data (Unaudited) | |
Summary of quarterly financial data | Three Months Ended March 31, June 30, September 30, December 31, Operating expenses: Research and development $ $ $ $ General and administrative ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total operating expenses ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loss from operations ) ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other income (expense): Interest expense ) ) ) — Interest income — — ) Change in fair value of warrant liability ) ) ) Change in fair value of derivative liability — — Change in fair value of contingent equity liability ) ) — — Loss from equity method investment ) ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total other income (expense), net ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loss before provision for income taxes ) ) ) ) Provision for income taxes ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss and comprehensive loss ) ) ) ) Net (income) loss attributable to non-controlling interests — — — — Accretion of beneficial conversion feature on Series A preferred shares ) ) — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss attributable to common shareholders of Biohaven Pharmaceutical Holding Company Ltd. $ ) $ ) $ ) $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss per share attributable to common shareholders of Biohaven Pharmaceutical Holding Company Ltd.—basic and diluted $ ) $ ) $ ) $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average common shares outstanding—basic and diluted ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, June 30, September 30, December 31, Operating expenses: Research and development $ $ $ $ General and administrative ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total operating expenses ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loss from operations ) ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other income (expense): Interest expense — — ) ) Interest income — — — — Change in fair value of warrant liability — — Change in fair value of derivative liability ) ) Change in fair value of contingent equity liability — — — ) Loss from equity method investment — — ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total other income (expense), net ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loss before provision for income taxes ) ) ) ) Provision for income taxes — — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss and comprehensive loss ) ) ) ) Net (income) loss attributable to non-controlling interests ) ) Accretion of beneficial conversion feature on Series A preferred shares — — — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss attributable to common shareholders of Biohaven Pharmaceutical Holding Company Ltd. $ ) $ ) $ ) $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss per share attributable to common shareholders of Biohaven Pharmaceutical Holding Company Ltd.—basic and diluted $ ) $ ) $ ) $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average common shares outstanding—basic and diluted ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Nature of the Business and Ba40
Nature of the Business and Basis of Presentation (Details) - Biohaven Pharmaceuticals, Inc. | 12 Months Ended |
Dec. 31, 2016item | |
Related Party Transactions | |
Number of founders | 3 |
Equity share percentage owned by each founders | 33.33% |
Ownership interest acquired | 100.00% |
Net loss attributable to non-controlling interest | 100.00% |
Nature of the Business and Ba41
Nature of the Business and Basis of Presentation - Stock Split & Public Offering (Details) $ / shares in Units, $ in Thousands | May 11, 2017USD ($)$ / sharesshares | May 09, 2017USD ($)$ / sharesshares | Oct. 31, 2016 | Feb. 29, 2016USD ($)$ / sharesshares | Jul. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($) | May 31, 2017shares | Apr. 21, 2017shares |
Stock Split | ||||||||||
Stock Split | 500 | |||||||||
Public Offering | ||||||||||
Issuance of common shares | shares | 429,000 | 1,090,500 | ||||||||
Fair value of common share | $ / shares | $ 7 | $ 7.70 | ||||||||
Proceeds from issuance of common shares upon completion of initial public offering, net of underwriting commissions and discounts | $ 179,996 | |||||||||
Other offering expenses | $ 23 | $ 97 | 5,068 | $ 1,507 | $ 37 | |||||
Aggregate net proceeds from the IPO and underwriters issuance | $ 176,128 | |||||||||
Common shares value issued | $ 176,128 | $ 11,279 | $ 4,816 | |||||||
Common stock, shares authorized | shares | 200,000,000 | 200,000,000 | 38,000,000 | 200,000,000 | 50,000,000 | |||||
Common stock, par value (in dollars per share) | $ / shares | $ 0 | $ 0 | $ 0 | |||||||
Preferred stock, shares authorized | shares | 10,000,000 | 0 | 11,242,172 | 10,000,000 | ||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0 | $ 0 | $ 0 | |||||||
IPO | ||||||||||
Public Offering | ||||||||||
Issuance of common shares | shares | 9,900,000 | |||||||||
Fair value of common share | $ / shares | $ 17 | |||||||||
Proceeds from issuance of common shares upon completion of initial public offering, net of underwriting commissions and discounts | $ 152,651 | |||||||||
Underwriting discounts and commissions | 11,781 | |||||||||
Other offering expenses | $ 3,868 | |||||||||
Convertible preferred stock converted into shares of common stock | shares | 9,358,560 | |||||||||
Over allotment option | ||||||||||
Public Offering | ||||||||||
Issuance of common shares | shares | 1,485,000 | |||||||||
Proceeds from issuance of common shares upon completion of initial public offering, net of underwriting commissions and discounts | $ 23,478 | |||||||||
Underwriting discounts and commissions | 1,767 | |||||||||
Aggregate net proceeds from the IPO and underwriters issuance | $ 176,128 | |||||||||
Over allotment option | BMS and AstraZeneca | ||||||||||
Public Offering | ||||||||||
Issuance of common shares | shares | 1,883,523 | |||||||||
Common shares value issued | $ 0 |
Nature of the Business and Ba42
Nature of the Business and Basis of Presentation - Going Concern (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Going Concern | ||||||||||||
Net losses | $ 27,082 | $ 42,915 | $ 38,440 | $ 18,753 | $ 25,469 | $ 28,260 | $ 6,819 | $ 2,986 | $ 127,190 | $ 63,534 | $ 10,066 | |
Accumulated deficit | 202,646 | 75,456 | 202,646 | 75,456 | ||||||||
Cash | $ 131,468 | $ 23,565 | $ 131,468 | $ 23,565 | $ 1,460 | $ 1,772 |
Summary of Significant Accoun43
Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2017director | |
Warrant Liability | |
Number of directors to whom the Company agreed to issue warrants | 2 |
Building | |
Property and Equipment | |
Estimated useful life | 30 years |
Leasehold improvements | |
Property and Equipment | |
Estimated useful life | 10 years |
Computer equipment | |
Property and Equipment | |
Estimated useful life | 3 years |
Minimum | Office equipment | |
Property and Equipment | |
Estimated useful life | 3 years |
Minimum | Computer software | |
Property and Equipment | |
Estimated useful life | 3 years |
Maximum | Office equipment | |
Property and Equipment | |
Estimated useful life | 5 years |
Maximum | Computer software | |
Property and Equipment | |
Estimated useful life | 5 years |
Fair Value of Financial Asset44
Fair Value of Financial Assets and Liabilities (Details) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017USD ($)director | Dec. 31, 2016USD ($) | Oct. 31, 2017USD ($) | Sep. 30, 2013USD ($) | |
Fair value of Financial Assets and Liabilities | ||||
Transfer between levels 1 to level 2 | $ 0 | $ 0 | ||
Transfer between levels 2 to level 1 | 0 | 0 | ||
Transfer in and out of level 3 | $ 0 | 0 | ||
Number of directors to whom the Company agreed to issue warrants | director | 2 | |||
Expected dividend yield | 0.00% | |||
Fair value of derivative liability | 512 | $ 0 | ||
Recurring | ||||
Fair value of Financial Assets and Liabilities | ||||
Fair value of liabilities | $ 4,021 | 20,230 | ||
Level 3 | Recurring | ||||
Fair value of Financial Assets and Liabilities | ||||
Fair value of liabilities | 4,021 | 20,230 | ||
Collaborative arrangement | Yale Agreement | ||||
Fair value of Financial Assets and Liabilities | ||||
Fair value of derivative liability | $ 0 | $ 14 | ||
Warrants to purchase common shares | Recurring | ||||
Fair value of Financial Assets and Liabilities | ||||
Fair value of liabilities | 4,021 | 780 | ||
Warrants to purchase common shares | Level 3 | Recurring | ||||
Fair value of Financial Assets and Liabilities | ||||
Fair value of liabilities | $ 4,021 | 780 | ||
Derivative liability | Recurring | ||||
Fair value of Financial Assets and Liabilities | ||||
Fair value of liabilities | 512 | |||
Derivative liability | Level 3 | Recurring | ||||
Fair value of Financial Assets and Liabilities | ||||
Fair value of liabilities | 512 | |||
Contingent equity liability | Recurring | ||||
Fair value of Financial Assets and Liabilities | ||||
Fair value of liabilities | 18,938 | |||
Contingent equity liability | Level 3 | Recurring | ||||
Fair value of Financial Assets and Liabilities | ||||
Fair value of liabilities | $ 18,938 |
Fair Value of Financial Asset45
Fair Value of Financial Assets and Liabilities - Valuation of Contingent Equity Liability (Details) $ / shares in Units, $ in Thousands | May 09, 2017$ / sharesshares | May 31, 2017shares | Feb. 28, 2017$ / sharesshares | Oct. 31, 2016USD ($)tranche$ / sharesshares | Feb. 29, 2016$ / sharesshares | Jul. 31, 2016$ / sharesshares | Dec. 31, 2017USD ($)shares | Dec. 31, 2016USD ($)shares |
Probability of occurrence of event that was most probable of triggering the issuance of shares | 75.00% | |||||||
Value of the contingently issuable equity | $ | $ 18,750 | |||||||
Discount assessed | 0.00% | |||||||
Issuance of common shares | 429,000 | 1,090,500 | ||||||
Aggregate fair value | $ | $ 2,127 | |||||||
Issuance price per share | $ / shares | $ 7 | $ 7.70 | ||||||
Maximum | ||||||||
Expected timing of event that was most probable of triggering the issuance of shares | 1 year | |||||||
BMS Agreement | Product related collaborative arrangements | ||||||||
Issuance of common shares | 1,345,374 | |||||||
Issuance price per share | $ / shares | $ 9.2911 | |||||||
AstraZeneca | ||||||||
Number of tranches in which contingently issuable equity is issuable | tranche | 2 | |||||||
Fixed dollar amount of tranches | $ | $ 5,000 | |||||||
Total amount of tranches | $ | $ 10,000 | |||||||
AstraZeneca | Product related collaborative arrangements | ||||||||
Issuance of common shares | 538,149 | |||||||
Preferred stock issued and sold | 538,150 | |||||||
Aggregate fair value | $ | $ 5,000 | |||||||
Issuance price per share | $ / shares | $ 9.2911 | |||||||
AstraZeneca | Second tranche | ||||||||
Probability of occurrence of event that was most probable of triggering the issuance of shares | 65.00% | |||||||
Value of the contingently issuable equity | $ | $ 7,500 | |||||||
Discount assessed | 0.00% | |||||||
Fair value of the contingent equity liability | $ | $ 4,875 | |||||||
AstraZeneca | Second tranche | Maximum | ||||||||
Expected timing of event that was most probable of triggering the issuance of shares | 1 year | |||||||
Series A Convertible Preferred Shares | ||||||||
Preferred stock issued and sold | 4,305,182 | 4,305,209 | 4,305,182 | 4,305,209 | ||||
Aggregate fair value | $ | $ 38,666 | $ 38,270 | ||||||
Issuance price per share | $ / shares | $ 9.2911 | $ 9.2911 | ||||||
Series A Convertible Preferred Shares | AstraZeneca | ||||||||
Preferred stock issued and sold | 538,150 | |||||||
Issuance price per share | $ / shares | $ 9.2911 | |||||||
Series A Convertible Preferred Shares | AstraZeneca | First tranche | ||||||||
Preferred stock issued and sold | 538,150 | |||||||
Aggregate fair value | $ | $ 5,000 | |||||||
Issuance price per share | $ / shares | $ 9.2911 | |||||||
IPO | ||||||||
Issuance of common shares | 9,900,000 | |||||||
Issuance price per share | $ / shares | $ 17 | |||||||
IPO | BMS Agreement | Product related collaborative arrangements | ||||||||
Issuance of common shares | 1,345,374 | |||||||
IPO | AstraZeneca | Product related collaborative arrangements | ||||||||
Issuance of common shares | 538,149 |
Fair Value of Financial Asset46
Fair Value of Financial Assets and Liabilities - Fair values of the company's liabilities (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
May 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Fair values of the company's liabilities | ||||
Issuance of common shares in settlement of contingent equity liability | $ 32,020 | |||
Recognized fair value of BCF as a reduction to series A preferred shares and corresponding adjustment to additional paid in capital | (12,006) | |||
Series A Convertible Preferred Shares | ||||
Fair values of the company's liabilities | ||||
Recognized fair value of BCF as a reduction to series A preferred shares and corresponding adjustment to additional paid in capital | 12,006 | |||
Shares issued on conversion of preferred stock | 9,358,560 | |||
Warrants to purchase common shares | ||||
Fair values of the company's liabilities | ||||
Balance at the beginning | 780 | |||
Change in fair value | 3,241 | $ (154) | ||
Initial fair value of warrant liability | 934 | |||
Balance at the end | 4,021 | 780 | ||
Derivative liability | ||||
Fair values of the company's liabilities | ||||
Balance at the beginning | 512 | 447 | $ 77 | |
Change in fair value | (512) | 65 | 370 | |
Balance at the end | 512 | $ 447 | ||
Contingent equity liability | ||||
Fair values of the company's liabilities | ||||
Balance at the beginning | 18,938 | |||
Change in fair value | 13,082 | 2,263 | ||
Initial fair value of contingent equity liability | 21,675 | |||
Issuance of Series A preferred stock as consideration for license agreements | (5,000) | |||
Issuance of common shares in settlement of contingent equity liability | $ (32,020) | |||
Balance at the end | $ 18,938 |
Prepaid Expenses and Other Cu47
Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Prepaid Expenses and Other Current Assets | ||
Prepaid clinical trial costs | $ 4,642 | $ 388 |
Prepaid insurance | 455 | |
Other | 100 | 82 |
Total prepaid expenses and other current assets | $ 5,197 | $ 470 |
Equity Method Investment - Stoc
Equity Method Investment - Stock purchase agreement with Kleo (Details) $ / shares in Units, $ in Thousands | Aug. 29, 2016directortranche$ / sharesshares | Jan. 31, 2018USD ($)shares | Oct. 31, 2017USD ($)shares | Jun. 30, 2017USD ($)shares | Mar. 31, 2017USD ($)shares | Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($)shares | Mar. 31, 2017USD ($)shares | Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) |
Equity Method Investment | |||||||||||||
Cash payment for purchase of equity method investment | $ | $ 6,627 | $ 3,000 | |||||||||||
Loss from equity method investment | $ | $ (681) | $ (638) | $ (348) | $ (218) | $ (172) | $ (75) | (1,885) | (247) | |||||
Kleo | |||||||||||||
Equity Method Investment | |||||||||||||
Shares of Kleo common stock purchased | shares | 3,000,000 | ||||||||||||
Additional shares of Kleo common stock purchased | shares | 5,500,000 | 2,049,543 | |||||||||||
Price per share | $ / shares | $ 1 | ||||||||||||
Number of equal tranches of shares to be purchased | tranche | 4 | ||||||||||||
Shares purchased in equal tranches | shares | 1,375,000 | 1,375,000 | 1,375,000 | 1,375,000 | 1,375,000 | 1,375,000 | 1,375,000 | ||||||
Period of time shares begin to be purchased in equal tranches after the initial closing | 6 months | ||||||||||||
Period of time shares are purchased after the initial purchase | 3 months | ||||||||||||
Number to designate to Kleo's board of directors | director | 2 | ||||||||||||
Cash payment for purchase of equity method investment | $ | $ 1,375 | $ 1,375 | $ 1,375 | $ 1,375 | $ 6,979 | 3,000 | |||||||
Shares of Kleo common stock purchased from Chief Executive Officer | shares | 500,000 | 500,000 | |||||||||||
Cash payment for purchase of Kleo officer and stockholder shares | $ | $ 250 | $ 250 | |||||||||||
Issuance of common shares for purchase of Kleo office and stockholder shares (in shares) | shares | 32,500 | 32,500 | |||||||||||
Ownership percentage | 43.30% | 43.30% | |||||||||||
Loss from equity method investment | $ | $ (1,885) | $ (247) | |||||||||||
Kleo | Subsequent Event | |||||||||||||
Equity Method Investment | |||||||||||||
Ownership percentage | 46.60% |
Equity Method Investment - Carr
Equity Method Investment - Carrying value and Summarized financial information for Kleo (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||
Jan. 31, 2018 | Oct. 31, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Equity Method Investment | ||||||||||||||
Carrying value of investment in Kleo | $ 7,847 | $ 7,847 | $ 2,753 | $ 2,753 | $ 2,753 | $ 2,753 | $ 7,847 | $ 2,753 | ||||||
Carrying value of equity method investment | ||||||||||||||
Beginning balance | 7,847 | 2,753 | 2,753 | |||||||||||
Purchase of Kleo common stock | 6,627 | 3,000 | ||||||||||||
Loss recognized in connection with equity method investment | (681) | $ (638) | $ (348) | (218) | (172) | $ (75) | (1,885) | (247) | ||||||
Ending balance | 7,847 | 2,753 | 7,847 | 2,753 | ||||||||||
Kleo | ||||||||||||||
Equity Method Investment | ||||||||||||||
Carrying value of investment in Kleo | 7,847 | 7,847 | 2,753 | 2,753 | 2,753 | 2,753 | 7,847 | 2,753 | ||||||
Carrying value of equity method investment | ||||||||||||||
Beginning balance | 7,847 | $ 2,753 | 2,753 | |||||||||||
Purchase of Kleo common stock | $ 1,375 | $ 1,375 | $ 1,375 | $ 1,375 | 6,979 | 3,000 | ||||||||
Loss recognized in connection with equity method investment | (1,885) | (247) | ||||||||||||
Ending balance | $ 7,847 | $ 2,753 | 7,847 | 2,753 | ||||||||||
Assets | ||||||||||||||
Current assets | 8,388 | 4,276 | ||||||||||||
Total assets | 8,746 | 4,323 | ||||||||||||
Liabilities | ||||||||||||||
Current liabilities | 1,415 | 413 | ||||||||||||
Total liabilities | $ 4,201 | $ 1,554 | ||||||||||||
Profit/loss | ||||||||||||||
Loss from Operations | (5,646) | (3,764) | ||||||||||||
Net loss | $ (5,658) | $ (3,727) |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Property and Equipment, Net | |||
Property and equipment, Gross, excluding construction in progress | $ 189 | $ 34 | |
Accumulated depreciation | (43) | (8) | |
Finance leased asset included in construction in progress | 1,787 | 0 | |
Property and Equipment, Net | 2,344 | 26 | |
Depreciation | |||
Depreciation expense | 35 | 5 | $ 2 |
Computer equipment | |||
Property and Equipment, Net | |||
Property and equipment, Gross, excluding construction in progress | 163 | $ 34 | |
Office equipment | |||
Property and Equipment, Net | |||
Property and equipment, Gross, excluding construction in progress | 26 | ||
Construction in Progress | |||
Property and Equipment, Net | |||
Property and equipment, Gross | $ 2,198 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Accrued expenses | ||
Accrued employee compensation and benefits | $ 89 | $ 27 |
Accrued clinical trial costs | 3,582 | 2,204 |
Accrued professional fees | 390 | 516 |
Lease liability | 362 | |
Other | 285 | 233 |
Total accrued expenses | $ 4,708 | $ 2,980 |
Notes Payable - Credit Agreemen
Notes Payable - Credit Agreement (Details) - USD ($) $ / shares in Units, $ in Thousands | Aug. 30, 2016 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Aug. 31, 2017 | Jan. 31, 2017 |
Guarantor And Co-Guarantor Warrants | ||||||||||
Fair value of warrant liabilities | $ 780 | $ 4,021 | $ 780 | |||||||
Interest expense | $ 239 | $ 362 | $ 305 | 292 | $ 93 | 906 | 385 | |||
Accretion of debt discount | 784 | 347 | ||||||||
Unamortized debt discount | 0 | |||||||||
Credit Agreement | Common stock warrants issued in connection with the Credit Agreement | Common Shares | ||||||||||
Guarantor And Co-Guarantor Warrants | ||||||||||
Exercise price (in dollars per share) | $ 9.2911 | $ 9.2911 | ||||||||
Fair value of warrant liabilities | $ 934 | $ 780 | $ 4,021 | $ 780 | $ 934 | |||||
Credit Agreement | Common stock warrants issued in connection with the Credit Agreement | Notes Payable | Common Shares | ||||||||||
Guarantor And Co-Guarantor Warrants | ||||||||||
Arrangement fee | 150 | |||||||||
Incurred legal costs | $ 47 | |||||||||
Credit Agreement | Common stock warrants issued to Guarantor in connection with the Credit Agreement | Common Shares | ||||||||||
Guarantor And Co-Guarantor Warrants | ||||||||||
Shares that warrant can purchase | 107,500 | 107,500 | ||||||||
Credit Agreement | Common stock warrants issued to Co-Guarantor in connection with the Credit Agreement | Common Shares | ||||||||||
Guarantor And Co-Guarantor Warrants | ||||||||||
Shares that warrant can purchase | 107,500 | 107,500 | ||||||||
Credit Agreement | Wells Fargo Term Loan | ||||||||||
Credit Agreement | ||||||||||
Credit agreement term | 1 year | |||||||||
Principal Amount | $ 5,000 | |||||||||
Amount borrowed | $ 5,000 | |||||||||
Principal repayment | $ 5,000 | |||||||||
Credit Agreement | Wells Fargo Term Loan | LIBOR | ||||||||||
Credit Agreement | ||||||||||
Margin added to the reference rate to compute the variable rate (as a percent) | 1.50% |
Notes Payable - Notes Payable t
Notes Payable - Notes Payable to Related Parties (Details) - Biohaven Pharmaceuticals, Inc. $ in Thousands | Dec. 31, 2016USD ($)installment | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) |
Notes Payable to Related Parties | |||
Ownership interest acquired | 100.00% | 100.00% | |
Majority Shareholder | |||
Notes Payable to Related Parties | |||
Ownership interest acquired | 100.00% | 100.00% | 100.00% |
Aggregate purchase consideration | $ 595 | $ 595 | |
Number of installments in which notes are payable | installment | 5 | ||
Number of interest only related party notes payable installments | installment | 4 | ||
Interest rate of notes | 4.50% | ||
IPO | |||
Notes Payable to Related Parties | |||
Repayment of principal amount to related party | $ 595 | ||
Repayment of accrued interest amount to related party | $ 9 |
Warrants - ALS Biopharma Warran
Warrants - ALS Biopharma Warrants (Details) - ALS Biopharma Agreement - Common Shares | Aug. 10, 2015$ / sharesshares |
Common stock warrants issued, immediately exercisable | |
ALS Biopharma Warrants | |
Shares that warrant can purchase | shares | 275,000 |
Exercise price (in dollars per share) | $ / shares | $ 5.60 |
Exercise period from date of issuance | 10 years |
Common stock warrants issued, exercisable upon filing drug application | |
ALS Biopharma Warrants | |
Shares that warrant can purchase | shares | 325,000 |
Exercise price (in dollars per share) | $ / shares | $ 5.60 |
Exercise period from date of issuance | 10 years |
Warrants - Guarantor and Co-Gua
Warrants - Guarantor and Co-Guarantor Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||
Jan. 31, 2017 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Aug. 30, 2016 | |
Guarantor And Co-Guarantor Warrants | ||||||||||
Fair value of warrant liabilities | $ 4,021 | $ 780 | $ 4,021 | $ 780 | ||||||
Change in fair value of warrant liability | (2,268) | $ 2,426 | $ 2,629 | $ 454 | (152) | $ (2) | 3,241 | (154) | ||
Credit Agreement | Common stock warrants issued in connection with the Credit Agreement | Common Shares | ||||||||||
Guarantor And Co-Guarantor Warrants | ||||||||||
Exercise price (in dollars per share) | $ 9.2911 | $ 9.2911 | ||||||||
Exercise period from date of initial public offering | 2 years | |||||||||
Fair value of warrant liabilities | $ 934 | $ 4,021 | $ 780 | 4,021 | 780 | $ 934 | ||||
Credit Agreement | Common stock warrants issued in connection with the Credit Agreement | Other income (expense) | ||||||||||
Guarantor And Co-Guarantor Warrants | ||||||||||
Change in fair value of warrant liability | $ 3,241 | $ (154) | ||||||||
Credit Agreement | Common stock warrants issued to Guarantor in connection with the Credit Agreement | Common Shares | ||||||||||
Guarantor And Co-Guarantor Warrants | ||||||||||
Value of shares into which the warrant may be converted | $ 1,000 | |||||||||
Shares that warrant can purchase | 107,500 | 107,500 | ||||||||
Credit Agreement | Common stock warrants issued to Co-Guarantor in connection with the Credit Agreement | Common Shares | ||||||||||
Guarantor And Co-Guarantor Warrants | ||||||||||
Value of shares into which the warrant may be converted | $ 1,000 | |||||||||
Shares that warrant can purchase | 107,500 | 107,500 |
Convertible Preferred Shares (D
Convertible Preferred Shares (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||
May 31, 2017shares | Feb. 28, 2017USD ($)item$ / sharesshares | Oct. 31, 2016USD ($)$ / sharesshares | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Oct. 01, 2017$ / shares | May 11, 2017$ / sharesshares | Jul. 31, 2016$ / shares | Feb. 29, 2016$ / shares | |
Preferred Shares | |||||||||||
Preferred stock, shares authorized | shares | 10,000,000 | 0 | 11,242,172 | 10,000,000 | |||||||
Preferred stock, par value | $ / shares | $ 0 | $ 0 | $ 0 | ||||||||
Fair value of common share | $ / shares | $ 7.70 | $ 7 | |||||||||
Net proceeds | $ 40,000 | $ 40,000 | |||||||||
Accretion of beneficial conversion feature on Series A preferred shares | $ (8,006) | $ (4,000) | $ (12,006) | ||||||||
Series A Convertible Preferred Shares | |||||||||||
Preferred Shares | |||||||||||
Preferred stock, shares authorized | shares | 11,242,172 | ||||||||||
Preferred stock issued and sold | shares | 4,305,182 | 4,305,209 | 4,305,182 | 4,305,209 | |||||||
Number of placement agents | item | 2 | ||||||||||
Fair value of common share | $ / shares | $ 9.2911 | $ 9.2911 | |||||||||
Net proceeds | $ 38,666 | $ 37,295 | |||||||||
Offering costs | 2,606 | 2,705 | |||||||||
Issuance of common stock, issuance costs | $ 1,334 | $ 1,730 | $ 1,334 | $ 1,730 | |||||||
Issuance of Series A convertible preferred shares as payment of related offering costs (in shares) | shares | 105,009 | 105,010 | 105,010 | ||||||||
Value of Preferred Share | $ 975 | ||||||||||
Accretion of beneficial conversion feature on Series A preferred shares | $ (2,406) | $ 12,006 | |||||||||
Maximum price for fair value of the underlying common shares | shares | 9.85 | ||||||||||
Shares issued on conversion of preferred stock | shares | 9,358,560 | ||||||||||
Shares issued on conversion of preferred stock to common stock | 1 | ||||||||||
Share Price if company fails to initiate Phase 3 | $ / shares | 7.0613 | ||||||||||
Dividend rate (as a percent) | 8.00% | ||||||||||
Series A Convertible Preferred Shares | Minimum | |||||||||||
Preferred Shares | |||||||||||
Net proceeds | $ 50,000 | ||||||||||
Series A Convertible Preferred Shares | AstraZeneca | |||||||||||
Preferred Shares | |||||||||||
Preferred stock issued and sold | shares | 538,150 | ||||||||||
Fair value of common share | $ / shares | $ 9.2911 | ||||||||||
Aggregate fair value | $ 5,000 | ||||||||||
Series A Convertible Preferred Shares | Placement agents | |||||||||||
Preferred Shares | |||||||||||
Fair value of common share | $ / shares | $ 11.83 | ||||||||||
Value of Preferred Share | $ 1,242 |
Common Shares (Details)
Common Shares (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Feb. 29, 2016USD ($)$ / sharesshares | Jul. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2017USD ($)Voteshares | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($) | May 31, 2017$ / sharesshares | May 11, 2017shares | Apr. 21, 2017shares | |
Common Shares | ||||||||
Number of shares authorized | shares | 200,000,000 | 38,000,000 | 200,000,000 | 200,000,000 | 50,000,000 | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0 | $ 0 | ||||||
Number of votes | Vote | 1 | |||||||
Issuance of common shares | shares | 429,000 | 1,090,500 | ||||||
Issuance price per share | $ / shares | $ 7 | $ 7.70 | ||||||
Proceeds from issuance of common shares | $ | $ 2,980 | $ 8,299 | $ 11,399 | $ 4,853 | ||||
Issuance costs | $ | $ 23 | $ 97 | $ 5,068 | $ 1,507 | $ 37 |
Common Shares- Other Info (Deta
Common Shares- Other Info (Details) - USD ($) $ / shares in Units, $ in Thousands | May 11, 2017 | May 09, 2017 | Feb. 29, 2016 | Jul. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Issuance of common shares | 429,000 | 1,090,500 | |||||
Issuance price per share | $ 7 | $ 7.70 | |||||
Proceeds from issuance of common shares upon completion of initial public offering, net of commissions and underwriting discounts | $ 179,996 | ||||||
Other offering expenses | $ 23 | $ 97 | 5,068 | $ 1,507 | $ 37 | ||
Aggregate net proceeds from the IPO and underwriters issuance | $ 176,128 | ||||||
Common shares value issued | $ 176,128 | $ 11,279 | $ 4,816 | ||||
IPO | |||||||
Issuance of common shares | 9,900,000 | ||||||
Issuance price per share | $ 17 | ||||||
Proceeds from issuance of common shares upon completion of initial public offering, net of commissions and underwriting discounts | $ 152,651 | ||||||
Underwriting discounts and commissions | 11,781 | ||||||
Other offering expenses | $ 3,868 | ||||||
Convertible preferred stock converted into shares of common stock | 9,358,560 | ||||||
Over allotment option | |||||||
Issuance of common shares | 1,485,000 | ||||||
Proceeds from issuance of common shares upon completion of initial public offering, net of commissions and underwriting discounts | $ 23,478 | ||||||
Net proceeds from underwriting | 23,478 | ||||||
Underwriting discounts and commissions | 1,767 | ||||||
Aggregate net proceeds from the IPO and underwriters issuance | $ 176,128 | ||||||
Over allotment option | BMS and AstraZeneca | |||||||
Issuance of common shares | 1,883,523 | ||||||
Common shares value issued | $ 0 |
Share-Based Compensation - 2014
Share-Based Compensation - 2014 Equity Incentive Plan (Details) - 2014 Equity Incentive Plan - shares | 12 Months Ended | ||
Dec. 31, 2017 | Jan. 31, 2017 | Dec. 31, 2016 | |
Share-Based Compensation | |||
Shares authorized | 4,899,230 | 4,000,000 | |
Minimum | |||
Share-Based Compensation | |||
Percentage of exercise price per share of stock options over fair market value of common share | 100.00% | ||
Maximum | |||
Share-Based Compensation | |||
Stock option term | P10Y |
Share-Based Compensation - 2017
Share-Based Compensation - 2017 Equity Incentive Plan and Employee Share Purchase Plan (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Jan. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Apr. 30, 2017 | |
Share-Based Compensation | |||||
Share-based compensation expense | $ 13,239 | $ 4,603 | $ 2,837 | ||
2017 Equity Incentive Plan | |||||
Share-Based Compensation | |||||
Shares authorized | 2,713,113 | ||||
Number of shares remained available for future grant | 1,138,903 | ||||
2017 Equity Incentive Plan | Employees and directors | |||||
Share-Based Compensation | |||||
Stock option granted | 2,335,106 | 417,875 | 637,500 | ||
Share-based compensation expense | $ 5,210 | $ 2,284 | $ 1,137 | ||
2017 Equity Incentive Plan | Non-employees | |||||
Share-Based Compensation | |||||
Stock option granted | 273,537 | 199,050 | 610,000 | ||
Share-based compensation expense | $ 8,029 | $ 2,319 | $ 1,700 | ||
2017 Equity Incentive Plan | Maximum | |||||
Share-Based Compensation | |||||
Contractual term ( in years) | 10 years | ||||
2017 Equity Incentive Plan | Subsequent Event | |||||
Share-Based Compensation | |||||
Number of additional shares to be issued | 1,437,227 |
Share-Based Compensation - Stoc
Share-Based Compensation - Stock Option Valuation (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Stock Option Valuation | |||
Fair value of common share | $ 12.31 | $ 4.09 | $ 3.22 |
Plans | |||
Stock Option Valuation | |||
Exercise price | $ 18.44 | ||
Plans | Employees and directors | |||
Stock Option Valuation | |||
Risk-free interest rate | 2.10% | 2.19% | 1.62% |
Expected term (in years) | 6 years 7 days | 5 years 9 months | 5 years 9 months |
Expected volatility | 73.26% | 70.58% | 58.51% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Exercise price | $ 18.47 | $ 9.29 | $ 5.60 |
Fair value of common share | $ 18.37 | $ 6.73 | $ 5.23 |
Plans | Non-employees | |||
Stock Option Valuation | |||
Risk-free interest rate | 2.35% | 2.54% | 2.09% |
Expected term (in years) | 10 years | 10 years | 10 years |
Expected volatility | 71.12% | 67.16% | 61.61% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Exercise price | $ 18.23 | $ 9.29 | $ 5.60 |
Fair value of common share | $ 18.10 | $ 6.73 | $ 5.23 |
Share-Based Compensation - St62
Share-Based Compensation - Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Additional disclosure | |||
Weighted average grant-date fair value per share | $ 12.31 | $ 4.09 | $ 3.22 |
Total fair value of options vested | $ 15,494 | $ 3,381 | $ 2,345 |
Plans | |||
Number of shares | |||
Outstanding at the beginning | 3,864,425 | ||
Granted | 2,608,643 | ||
Exercised | (309,665) | ||
Forfeited | (11,760) | ||
Outstanding at the end | 6,151,643 | 3,864,425 | |
Options exercisable as of December 31,2017 | 3,281,474 | ||
Options unvested as of December 31,2017 | 2,870,169 | ||
Weighted Average Exercise Price | |||
Outstanding at the beginning (in dollars per share) | $ 3.61 | ||
Granted (in dollars per share) | 18.44 | ||
Exercised (in dollars per share) | 2.20 | ||
Forfeited (in dollars per share) | 4.44 | ||
Outstanding at the end (in dollars per share) | 9.97 | $ 3.61 | |
Options exercisable as of December 31,2017 | 3.71 | ||
Options unvested as of December 31,2017 | $ 17.13 | ||
Additional disclosure | |||
Outstanding average remaining contractual term (in years) | 8 years 5 months 1 day | 9 years 2 months 16 days | |
Granted weighted average remaining contractual term (in years) | 9 years 7 months 2 days | ||
Options exercisable as of December 31,2017 | 7 years 6 months 26 days | ||
Options unvested as of December 31,2017( in years) | 9 years 4 months 21 days | ||
Outstanding aggregate intrinsic value | $ 107,072 | $ 15,991 | $ 9,983 |
Options exercisable as of December 31,2017(in dollars) | 76,371 | ||
Options unvested as of December 31,2017 (in dollars) | $ 30,701 |
Share-Based Compensation (Detai
Share-Based Compensation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-Based Compensation | |||
Share-based compensation expense | $ 13,239 | $ 4,603 | $ 2,837 |
Total unrecognized compensation cost | $ 32,400 | ||
Weighted average period of unrecognized compensation cost | 3 years 4 months 13 days | ||
Research and development expenses | |||
Share-Based Compensation | |||
Share-based compensation expense | $ 6,933 | 2,382 | 1,527 |
General and administrative expenses | |||
Share-Based Compensation | |||
Share-based compensation expense | $ 6,306 | $ 2,221 | $ 1,310 |
License and Other Agreements -
License and Other Agreements - Yale Agreement (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Feb. 29, 2016shares | Sep. 30, 2013USD ($)shares | Jul. 31, 2016shares | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Oct. 31, 2017USD ($) | |
License agreements | |||||||
Issuance of common shares | shares | 429,000 | 1,090,500 | |||||
Fair value of derivative liability | $ 512 | $ 0 | |||||
Yale Agreement | Collaborative arrangement | |||||||
License agreements | |||||||
Issuance of common shares | shares | 250,000 | ||||||
Fair value of obligation | $ 0 | $ 0 | 512 | ||||
Percentage of dollar value of all initial and future consideration | 5 | ||||||
Consideration payable upon change-of-control event | $ 1,500 | ||||||
Fair value of derivative liability | 14 | $ 0 | |||||
Other income (expense) for change in the fair value of the derivative liability | 512 | (65) | $ (370) | ||||
Fair value of derivative liability | 0 | $ 0 | $ 512 | ||||
Minimum milestone payment to be paid | $ 1,000 | ||||||
Notice period to Yale to terminate the Yale Agreement | 90 days | ||||||
Last patent right expiration period | 10 years | ||||||
Yale Agreement | Collaborative arrangement | Maximum | |||||||
License agreements | |||||||
Right to purchase securities in specified future equity offering (as a percent) | 10 | ||||||
Milestone payment to be paid | $ 2,000 | ||||||
Extension of due diligence requirements | 1 year | ||||||
Amount of payment subject to due diligence extension | $ 150 |
License and Other Agreements 65
License and Other Agreements - MGH Agreement (Details) - MGH Agreement - Collaborative arrangement - Maximum $ in Thousands | 1 Months Ended |
Sep. 30, 2014USD ($) | |
License agreements | |
Milestone payment to be paid | $ 750 |
Commercial milestone payment to be paid | $ 2,500 |
Extension of due diligence requirements | 1 year |
Amount of payment subject to due diligence extension | $ 300 |
License and Other Agreements 66
License and Other Agreements - ALS Biopharma Agreement (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||
Feb. 29, 2016shares | Aug. 31, 2015USD ($)item$ / sharesshares | Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jul. 31, 2016shares | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
License agreements | ||||||||||||||
Issuance of common shares | shares | 429,000 | 1,090,500 | ||||||||||||
Research and development | $ | $ 22,686 | $ 34,996 | $ 21,019 | $ 10,740 | $ 20,392 | $ 27,045 | $ 5,722 | $ 2,370 | $ 89,441 | $ 55,529 | $ 7,559 | |||
ALS Biopharma Agreement | Product related collaborative arrangements | ||||||||||||||
License agreements | ||||||||||||||
Number of prodrugs of glutamate modulating agents | item | 300 | |||||||||||||
Milestone payment to be paid | $ | $ 3,000 | |||||||||||||
Milestone payment to be paid for subsequently developed products | $ | $ 1,000 | |||||||||||||
Issuance of common shares | shares | 50,000 | |||||||||||||
Number of claims | item | 1 | |||||||||||||
Research and development | $ | $ 0 | $ 3,127 | $ 2,836 | |||||||||||
Common stock warrants issued, immediately exercisable | ALS Biopharma Agreement | Product related collaborative arrangements | ||||||||||||||
License agreements | ||||||||||||||
Issuance of common shares | shares | 275,000 | |||||||||||||
Exercise price per share | $ / shares | $ 5.60 | |||||||||||||
Common stock warrants issued, exercisable upon filing drug application | ALS Biopharma Agreement | Product related collaborative arrangements | ||||||||||||||
License agreements | ||||||||||||||
Issuance of common shares | shares | 325,000 | |||||||||||||
Exercise price per share | $ / shares | $ 5.60 |
License and Other Agreements 67
License and Other Agreements - Rutgers Agreement (Details) - Rutgers Agreement - Collaborative arrangement $ in Thousands | 1 Months Ended |
Jun. 30, 2016USD ($) | |
License agreements | |
Change of control fee | 0.3 |
Fair value of derivative liability | $ 0 |
Last patent right expiration period | 10 years |
Maximum | |
License agreements | |
Milestone payment to be paid | $ 825 |
Extension of due diligence requirements | 1 year |
Amount of payment subject to due diligence extension | $ 500 |
Minimum | |
License agreements | |
Guaranteed royalties | 100 |
Consideration payable upon change-of-control event | $ 100 |
License and Other Agreements 68
License and Other Agreements - BMS Agreement (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||
May 31, 2017shares | Jul. 31, 2016USD ($)item$ / shares | Feb. 29, 2016$ / sharesshares | Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jul. 31, 2016USD ($)$ / sharesshares | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
License agreements | |||||||||||||||
Net proceeds | $ 40,000 | $ 40,000 | |||||||||||||
Common shares value issued | 176,128 | 11,279 | $ 4,816 | ||||||||||||
Fair value of common share | $ / shares | $ 7.70 | $ 7 | $ 7.70 | ||||||||||||
Fair value of contingent equity liability | $ 9,707 | $ 3,375 | $ 2,263 | 13,082 | 2,263 | ||||||||||
Issuance of common shares | shares | 429,000 | 1,090,500 | |||||||||||||
Change in fair value of contingent equity liability | 13,082 | 2,263 | |||||||||||||
Research and development | $ 22,686 | $ 34,996 | $ 21,019 | $ 10,740 | $ 20,392 | $ 27,045 | $ 5,722 | $ 2,370 | 89,441 | 55,529 | $ 7,559 | ||||
BMS Agreement | Product related collaborative arrangements | |||||||||||||||
License agreements | |||||||||||||||
Common shares value issued | $ 12,500 | ||||||||||||||
Fair value of common share | $ / shares | $ 9.2911 | $ 9.2911 | |||||||||||||
Issuance of common shares | shares | 1,345,374 | ||||||||||||||
Change in fair value of contingent equity liability | 8,809 | $ 13,125 | |||||||||||||
Research and development | $ 5,000 | ||||||||||||||
BMS Agreement | Product related collaborative arrangements | Maximum | |||||||||||||||
License agreements | |||||||||||||||
Milestone payment to be paid | $ 127,500 | ||||||||||||||
Milestone payment to be paid for any product other than rimegepant | 74,500 | ||||||||||||||
Commercial milestone payment to be paid | $ 150,000 | ||||||||||||||
Right to purchase shares fully diluted (as a percent) | 8 | 8 | |||||||||||||
BMS Agreement | Product related collaborative arrangements | Minimum | |||||||||||||||
License agreements | |||||||||||||||
Number of licensed products | item | 1 | ||||||||||||||
Net proceeds | $ 30,000 | ||||||||||||||
Minimum investment in equity | 22,000 | $ 22,000 | |||||||||||||
BMS Agreement | Research and development expenses | Product related collaborative arrangements | |||||||||||||||
License agreements | |||||||||||||||
Fair value of contingent equity liability | $ 13,125 |
License and Other Agreements 69
License and Other Agreements - AstraZeneca Agreement (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||
May 31, 2017shares | Oct. 31, 2016USD ($)$ / sharesshares | Feb. 29, 2016$ / sharesshares | Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jul. 31, 2016$ / sharesshares | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
License agreements | |||||||||||||||
Expiration period based on country by country basis after first commercial sale (in years) | 10 years | ||||||||||||||
Common shares value issued | $ 176,128 | $ 11,279 | $ 4,816 | ||||||||||||
Fair value of common share | $ / shares | $ 7 | $ 7.70 | |||||||||||||
Aggregate fair value | 2,127 | ||||||||||||||
Issuance of common shares | shares | 429,000 | 1,090,500 | |||||||||||||
Change in fair value of contingent equity liability | 13,082 | 2,263 | |||||||||||||
Research and development | $ 22,686 | $ 34,996 | $ 21,019 | $ 10,740 | $ 20,392 | $ 27,045 | $ 5,722 | $ 2,370 | 89,441 | 55,529 | $ 7,559 | ||||
AstraZeneca | Product related collaborative arrangements | |||||||||||||||
License agreements | |||||||||||||||
Common stock value agreed to issue | $ 10,000 | ||||||||||||||
Common shares value issued | $ 5,000 | ||||||||||||||
Percentage of shares to be issued upon closing of the transaction | 50 | ||||||||||||||
Percentage of remaining shares to be issued after contractual events | 50 | ||||||||||||||
Fair value of common share | $ / shares | $ 9.2911 | ||||||||||||||
Preferred stock issued and sold | shares | 538,150 | ||||||||||||||
Aggregate fair value | $ 5,000 | ||||||||||||||
Reclassification of contingent equity to the carrying value | 5,000 | ||||||||||||||
Issuance of common shares | shares | 538,149 | ||||||||||||||
Change in fair value of contingent equity liability | $ 4,273 | $ 938 | |||||||||||||
AstraZeneca | Product related collaborative arrangements | Maximum | |||||||||||||||
License agreements | |||||||||||||||
Milestone payment to be paid | 30,000 | ||||||||||||||
Milestone payment to be paid for any product other than Rett syndrome | 60,000 | ||||||||||||||
Commercial milestone payment to be paid | $ 120,000 | ||||||||||||||
Right to purchase shares fully diluted (as a percent) | 8 | ||||||||||||||
AstraZeneca | Product related collaborative arrangements | Minimum | |||||||||||||||
License agreements | |||||||||||||||
Minimum investment in equity | $ 30,000 |
License and Other Agreements 70
License and Other Agreements - Catalent Agreement for BHV-0223 (Details) - Catalent Agreement - Collaborative arrangement $ in Thousands | 1 Months Ended |
Mar. 31, 2015USD ($) | |
License agreements | |
Last patent right expiration period | 10 years |
Automatic extension period | 1 year |
Maximum | |
License agreements | |
Milestone payment to be paid | $ 1,575 |
License and Other Agreements 71
License and Other Agreements - RPharm Agreement (Details) | 1 Months Ended |
Nov. 30, 2017USD ($) | |
RPharm Agreement | Collaborative arrangement | Maximum | |
License agreements | |
Commercial milestone payment to be paid | $ 2,500,000 |
Income Taxes - General Informat
Income Taxes - General Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income taxes | |||||||||||
Income tax rate | 0.80% | 0.10% | 0.00% | ||||||||
Operating loss carryforwards | $ 0 | $ 0 | |||||||||
Tax benefit | 359 | $ 55 | $ 399 | $ 193 | $ 90 | 1,006 | $ 90 | ||||
Income (loss) before provision for income taxes | |||||||||||
BVI | (130,359) | (63,677) | $ (10,062) | ||||||||
Foreign (U.S) | 4,175 | 233 | (4) | ||||||||
Loss before provision for income taxes | $ (26,723) | $ (42,860) | $ (38,041) | $ (18,560) | $ (25,379) | $ (28,260) | $ (6,819) | $ (2,986) | (126,184) | $ (63,444) | $ (10,066) |
BPI | |||||||||||
Income taxes | |||||||||||
Tax benefit | $ 1,006 |
Income taxes - Provision for In
Income taxes - Provision for Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Current income tax provision: | ||||||||
Foreign (U.S. federal and state) | $ 997 | $ 99 | ||||||
Total current income tax provision | 997 | 99 | ||||||
Deferred income tax provision (benefit): | ||||||||
Foreign (U.S. federal and state) | 9 | (9) | ||||||
Total deferred income tax provision (benefit) | 9 | (9) | ||||||
Total Provision for income taxes | $ 359 | $ 55 | $ 399 | $ 193 | $ 90 | $ 1,006 | $ 90 | |
Reconciliation of BVI statutory income tax rate | ||||||||
BVI statutory income tax rate (as a percent) | 0.00% | 0.00% | 0.00% | |||||
Foreign tax rate differential | 1.20% | 0.10% | 0.00% | |||||
Tax Credits | (2.70%) | 0.00% | 0.00% | |||||
Change in valuation allowance | 2.20% | 0.00% | 0.00% | |||||
Other | 0.10% | 0.00% | 0.00% | |||||
Effective income tax rate | 0.80% | 0.10% | 0.00% |
Income taxes - Net Deferred Tax
Income taxes - Net Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred tax assets: | ||||
Tax credits | $ 2,790 | |||
Other | 1 | $ 9 | ||
Total deferred tax assets | 2,791 | 9 | ||
Deferred tax liabilities: | ||||
Other | (7) | |||
Total deferred tax liabilities | (7) | |||
Valuation allowance | $ (2,784) | $ (16) | $ (21) | |
Net deferred tax asset | $ 9 |
Income taxes - Tax credit carry
Income taxes - Tax credit carryforwards and Tax reforms (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Income taxes | |||||
Corporate tax rate (in percent) | 0.00% | 0.00% | 0.00% | ||
Maximum | |||||
Income taxes | |||||
Corporate tax rate (in percent) | 35.00% | ||||
Forecast | |||||
Income taxes | |||||
Corporate tax rate (in percent) | 21.00% | ||||
Orphan Drug Credit | Maximum | |||||
Income taxes | |||||
Limitation on reduction of Orphan Drug Credit | 50.00% | ||||
Orphan Drug Credit | Minimum | |||||
Income taxes | |||||
Limitation on reduction of Orphan Drug Credit | 25.00% | ||||
Federal | Research and Development | |||||
Income taxes | |||||
Tax credit carryforwards | $ 2,463 | $ 2,463 | |||
State | Research and Development | |||||
Income taxes | |||||
Tax credit carryforwards | $ 414 | $ 414 |
Income taxes - Valuation allowa
Income taxes - Valuation allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income taxes | |||
Valuation allowance as of beginning of year | $ 16 | $ 21 | |
Decreases recorded as benefit to income tax provision | $ (16) | (5) | |
Increases recorded to income tax provision | $ 2,784 | ||
Valuation allowance as of end of year | $ 2,784 | $ 16 |
Income taxes - Unrecognized Tax
Income taxes - Unrecognized Tax Benefits (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017USD ($)item | Dec. 31, 2016USD ($) | |
Unrecognized tax benefits | ||
Accrued interest or penalties related to uncertain tax positions | $ 0 | $ 0 |
Penalties and interest accrued | $ 0 | $ 0 |
Number of income tax examinations | item | 0 |
Net Loss per Share (Details)
Net Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Numerator: | |||||||||||
Net loss | $ (27,082) | $ (42,915) | $ (38,440) | $ (18,753) | $ (25,469) | $ (28,260) | $ (6,819) | $ (2,986) | $ (127,190) | $ (63,534) | $ (10,066) |
Net (income) loss attributable to non-controlling interests | 212 | (50) | 16 | (35) | 143 | (4) | |||||
Accretion of beneficial conversion feature on Series A preferred shares | (8,006) | (4,000) | (12,006) | ||||||||
Net loss attributable to common shareholders of Biohaven Pharmaceutical Holding Company Ltd. | $ (27,082) | $ (42,915) | $ (46,446) | $ (22,753) | $ (25,681) | $ (28,210) | $ (6,835) | $ (2,951) | $ (139,196) | $ (63,677) | $ (10,062) |
Denominator: | |||||||||||
Weighted average common shares outstanding-basic and diluted | 35,984,111 | 35,930,698 | 26,038,192 | 13,088,861 | 13,088,500 | 13,050,446 | 12,507,956 | 11,776,429 | 27,845,576 | 12,608,366 | 11,009,277 |
Net loss per share attributable to common shareholders of Biohaven Pharmaceutical Holding Company Ltd.-basic and diluted | $ (0.75) | $ (1.19) | $ (1.78) | $ (1.74) | $ (1.96) | $ (2.16) | $ (0.55) | $ (0.25) | $ (5) | $ (5.05) | $ (0.91) |
Net Loss per Share - Antidiluti
Net Loss per Share - Antidilutive Securities Excluded from EPS (Details) - shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Securities excluded from computation of diluted net loss per share | |||
Anti-dilutive securities excluded from calculation of diluted net loss per share | 6,973,394 | 4,464,425 | 3,522,500 |
Options to purchase common shares | |||
Securities excluded from computation of diluted net loss per share | |||
Anti-dilutive securities excluded from calculation of diluted net loss per share | 6,151,643 | 3,864,425 | 3,247,500 |
Warrants to purchase common shares | |||
Securities excluded from computation of diluted net loss per share | |||
Anti-dilutive securities excluded from calculation of diluted net loss per share | 821,751 | 600,000 | 275,000 |
Net Loss per Share - Warrants a
Net Loss per Share - Warrants and Contingent Equity Liability (Details) - $ / shares | May 09, 2017 | May 31, 2017 | Feb. 29, 2016 | Jul. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Jan. 31, 2017 | Aug. 30, 2016 |
Contingent Equity Liability | |||||||||
Issuance of common shares | 429,000 | 1,090,500 | |||||||
BMS Agreement | Product related collaborative arrangements | |||||||||
Contingent Equity Liability | |||||||||
Issuance of common shares | 1,345,374 | ||||||||
AstraZeneca | Product related collaborative arrangements | |||||||||
Contingent Equity Liability | |||||||||
Issuance of common shares | 538,149 | ||||||||
IPO | |||||||||
Contingent Equity Liability | |||||||||
Issuance of common shares | 9,900,000 | ||||||||
IPO | BMS Agreement | Product related collaborative arrangements | |||||||||
Contingent Equity Liability | |||||||||
Issuance of common shares | 1,345,374 | ||||||||
IPO | AstraZeneca | Product related collaborative arrangements | |||||||||
Contingent Equity Liability | |||||||||
Issuance of common shares | 538,149 | ||||||||
Common Shares | |||||||||
Contingent Equity Liability | |||||||||
Issuance of common shares | 11,385,000 | 1,519,500 | 867,000 | ||||||
Common Shares | Common stock warrants issued in connection with the Credit Agreement | Credit Agreement | |||||||||
Warrants | |||||||||
Exercise price (in dollars per share) | $ 9.2911 | $ 9.2911 | |||||||
Common Shares | Common stock warrants issued to Guarantor in connection with the Credit Agreement | Credit Agreement | |||||||||
Warrants | |||||||||
Shares that warrant can purchase | 107,500 | 107,500 | |||||||
Common Shares | Common stock warrants issued to Co-Guarantor in connection with the Credit Agreement | Credit Agreement | |||||||||
Warrants | |||||||||
Shares that warrant can purchase | 107,500 | 107,500 |
Commitments and Contingencies -
Commitments and Contingencies - Lease Agreement (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Aug. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Fair value of lease asset | $ 1,787 | $ 0 | ||
Future minimum payments under operating leases | ||||
2,018 | 220 | |||
2,019 | 197 | |||
2,020 | 202 | |||
2,021 | 207 | |||
2,022 | 212 | |||
Thereafter | 458 | |||
Total future minimum lease payments | 1,496 | |||
Lease Agreement Expires in October 2018 | ||||
Rent expense | $ 44 | 73 | ||
Lease Agreement Commences on January 1, 2018 | ||||
Rent expense | 75 | |||
Lease agreement, term | 85 months | |||
Renewal term (in months) | 120 months | |||
Value of the property | 2,700 | |||
Fair value of lease asset | 2,198 | |||
Fair value of lease liability | 1,787 | |||
Lease Agreement Commences on January 1, 2018 | Accrued expenses | ||||
Fair value of lease liability | 362 | |||
Lease Agreement Commences on January 1, 2018 | Other long-term liabilities | ||||
Fair value of lease liability | 1,425 | |||
Lease Agreement Commences on January 1, 2018 | Building | ||||
Fair value of lease asset | 1,600 | |||
Lease Agreement Commences on January 1, 2018 | Landlord improvements | ||||
Fair value of lease asset | 111 | |||
Lease Agreement Commences on January 1, 2018 | Tenant Improvements | ||||
Fair value of lease asset | $ 487 |
Commitments and Contingencies82
Commitments and Contingencies - Research Commitments (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Contingencies and commitments | |||||||||||
Minimum payments under CRO preclinical studies and clinical trials | $ 22,686 | $ 34,996 | $ 21,019 | $ 10,740 | $ 20,392 | $ 27,045 | $ 5,722 | $ 2,370 | $ 89,441 | $ 55,529 | $ 7,559 |
Research Commitments with CROs | Minimum | |||||||||||
Contingencies and commitments | |||||||||||
Minimum payments under CRO preclinical studies and clinical trials | $ 8,149 |
Related Party Transactions (Det
Related Party Transactions (Details) $ / shares in Units, $ in Thousands | Jan. 26, 2017$ / sharesshares | Dec. 31, 2016USD ($) | Aug. 29, 2016directorshares | Sep. 30, 2013USD ($)itemshares | Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($)item | Dec. 31, 2015USD ($) | Dec. 31, 2017USD ($)shares |
Related Party Transactions | ||||||||||||||||
Common stock value | $ 19,944 | $ 311,061 | $ 19,944 | $ 311,061 | $ 19,944 | $ 311,061 | ||||||||||
Purchase of Kleo common stock | 6,627 | 3,000 | ||||||||||||||
Research and development | 22,686 | $ 34,996 | $ 21,019 | $ 10,740 | $ 20,392 | $ 27,045 | $ 5,722 | $ 2,370 | 89,441 | $ 55,529 | $ 7,559 | |||||
Biohaven Pharmaceuticals, Inc. | ||||||||||||||||
Related Party Transactions | ||||||||||||||||
Number of founders | item | 3 | |||||||||||||||
Equity share percentage owned by each founders | 33.33% | 33.33% | 33.33% | |||||||||||||
Ownership interest acquired | 100.00% | 100.00% | 100.00% | |||||||||||||
Bristol Myers-Squibb Company | ||||||||||||||||
Related Party Transactions | ||||||||||||||||
Research and development | 5,000 | |||||||||||||||
Chief Executive Officer | License Agreement with Yale | ||||||||||||||||
Related Party Transactions | ||||||||||||||||
Number of inventors of the patents licensed from Yale | item | 1 | |||||||||||||||
Common shares issued | shares | 250,000 | |||||||||||||||
Percent of Company's outstanding equity fully diluted | 5.10% | |||||||||||||||
Common stock value | $ 152 | |||||||||||||||
Recognized research and development expenses | 38 | $ 4 | $ 84 | |||||||||||||
Payments to related party | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||||||||||
Shareholders and members of the Board of Directors | Guarantor and Co-Guarantor Warrants | Guarantor and Co-Guarantor Warrants | ||||||||||||||||
Related Party Transactions | ||||||||||||||||
Common shares issued | shares | 107,500 | |||||||||||||||
Exercise price of warrants (per share) | $ / shares | $ 9.2911 | |||||||||||||||
Equity Investment | Kleo Pharmaceuticals, Inc. | ||||||||||||||||
Related Party Transactions | ||||||||||||||||
Shares of Kleo common stock purchased | shares | 9,674,543 | |||||||||||||||
Purchase of Kleo common stock | $ 9,979 | |||||||||||||||
Shares of Kleo common stock purchased from Chief Executive Officer | shares | 500,000 | |||||||||||||||
Number to designate to Kleo's board of directors | director | 2 | |||||||||||||||
Ownership percentage | 43.30% | 43.30% | 43.30% | |||||||||||||
Majority Shareholder | Biohaven Pharmaceuticals, Inc. | ||||||||||||||||
Related Party Transactions | ||||||||||||||||
Number of founders | item | 3 | |||||||||||||||
Equity share percentage owned by each founders | 33.33% | 33.33% | 33.33% | |||||||||||||
Ownership interest acquired | 100.00% | 100.00% | 100.00% | 100.00% | 100.00% | 100.00% | ||||||||||
Aggregate purchase consideration | $ 595 | $ 595 | ||||||||||||||
IPO | Biohaven Pharmaceuticals, Inc. | ||||||||||||||||
Related Party Transactions | ||||||||||||||||
Repayment of principal amount to related party | $ 595 | |||||||||||||||
Repayment of accrued interest amount to related party | $ 9 |
Acquisition of Biohaven Pharm84
Acquisition of Biohaven Pharmaceuticals, Inc (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($)item | Dec. 31, 2015USD ($) | |
Acquisition of Biohaven Pharmaceuticals, Inc. | ||||||
Net loss attributable to non-controlling interests | $ 212 | $ (50) | $ 16 | $ (35) | $ 143 | $ (4) |
Biohaven Pharmaceuticals, Inc. | Majority Shareholder | ||||||
Acquisition of Biohaven Pharmaceuticals, Inc. | ||||||
Number of founders | item | 3 | |||||
Equity share percentage owned by each founders | 33.33% | 33.33% | ||||
Ownership interest acquired | 100.00% | 100.00% | ||||
Aggregate purchase consideration | $ 595 | |||||
Carrying value of non-controlling interest derecognized | $ 86 | 86 | ||||
Reduction to additional paid-in capital | 509 | |||||
Net loss attributable to non-controlling interests | $ (143) | $ 4 |
Quarterly Financial Data (Una85
Quarterly Financial Data (Unaudited)(Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Operating expenses: | |||||||||||
Research and development | $ 22,686 | $ 34,996 | $ 21,019 | $ 10,740 | $ 20,392 | $ 27,045 | $ 5,722 | $ 2,370 | $ 89,441 | $ 55,529 | $ 7,559 |
General and administrative | 5,614 | 4,571 | 4,199 | 3,757 | 2,452 | 920 | 1,124 | 613 | 18,141 | 5,109 | 2,137 |
Total operating expenses | 28,300 | 39,567 | 25,218 | 14,497 | 22,844 | 27,965 | 6,846 | 2,983 | 107,582 | 60,638 | 9,696 |
Loss from operations | (28,300) | (39,567) | (25,218) | (14,497) | 22,844 | 27,965 | 6,846 | 2,983 | 107,582 | 60,638 | 9,696 |
Other income (expense): | |||||||||||
Interest expense | (239) | (362) | (305) | (292) | (93) | (906) | (385) | ||||
Interest Income change | (10) | 10 | |||||||||
Change in fair value of warrant liability | 2,268 | (2,426) | (2,629) | (454) | 152 | 2 | (3,241) | 154 | |||
Change in fair value of derivative liability | 223 | 289 | 40 | (129) | 27 | (3) | 512 | (65) | (370) | ||
Change in fair value of contingent equity liability | (9,707) | (3,375) | (2,263) | (13,082) | (2,263) | ||||||
Loss from equity method investment | (681) | (638) | (348) | (218) | (172) | (75) | (1,885) | (247) | |||
Total other income (expense), net | 1,577 | (3,293) | (12,823) | (4,063) | (2,535) | (295) | 27 | (3) | (18,602) | (2,806) | (370) |
Loss before provision for income taxes | (26,723) | (42,860) | (38,041) | (18,560) | (25,379) | (28,260) | (6,819) | (2,986) | (126,184) | (63,444) | (10,066) |
Provision for income taxes | 359 | 55 | 399 | 193 | 90 | 1,006 | 90 | ||||
Net loss and comprehensive loss | (27,082) | (42,915) | (38,440) | (18,753) | (25,469) | (28,260) | (6,819) | (2,986) | (127,190) | (63,534) | (10,066) |
Net (income) loss attributable to non-controlling interests | 212 | (50) | 16 | (35) | 143 | (4) | |||||
Accretion of beneficial conversion feature on Series A preferred shares | (8,006) | (4,000) | (12,006) | ||||||||
Net loss attributable to common shareholders of Biohaven Pharmaceutical Holding Company Ltd. | $ (27,082) | $ (42,915) | $ (46,446) | $ (22,753) | $ (25,681) | $ (28,210) | $ (6,835) | $ (2,951) | $ (139,196) | $ (63,677) | $ (10,062) |
Net loss per share attributable to common shareholders of Biohaven Pharmaceutical Holding Company Ltd.-basic and diluted | $ (0.75) | $ (1.19) | $ (1.78) | $ (1.74) | $ (1.96) | $ (2.16) | $ (0.55) | $ (0.25) | $ (5) | $ (5.05) | $ (0.91) |
Weighted average common shares outstanding-basic and diluted | 35,984,111 | 35,930,698 | 26,038,192 | 13,088,861 | 13,088,500 | 13,050,446 | 12,507,956 | 11,776,429 | 27,845,576 | 12,608,366 | 11,009,277 |
Share-based compensation expense | $ 13,239 | $ 4,603 | $ 2,837 | ||||||||
out-of-period adjustment | |||||||||||
Other income (expense): | |||||||||||
Share-based compensation expense | $ 3,294 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Thousands | Jan. 05, 2018 | Aug. 29, 2016 | Jan. 31, 2018 | Oct. 31, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Feb. 29, 2016 | Mar. 31, 2015 | Jul. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Subsequent Events | ||||||||||||
Cash payment for purchase of equity method investment | $ 6,627 | $ 3,000 | ||||||||||
Issuance of common shares | 429,000 | 1,090,500 | ||||||||||
Common Shares | ||||||||||||
Subsequent Events | ||||||||||||
Issuance of common shares | 11,385,000 | 1,519,500 | 867,000 | |||||||||
Subsequent Event | ALS Biopharma Agreement | ||||||||||||
Subsequent Events | ||||||||||||
Shares that warrant can purchase | 275,000 | |||||||||||
Issuance of common shares | 228,119 | |||||||||||
Collaborative arrangement | Catalent Agreement | ||||||||||||
Subsequent Events | ||||||||||||
Last patent right expiration period | 10 years | |||||||||||
Automatic Extension of License Agreement Period | 1 year | |||||||||||
Collaborative arrangement | Catalent Agreement | Maximum | ||||||||||||
Subsequent Events | ||||||||||||
Milestone payment to be paid | $ 1,575 | |||||||||||
Collaborative arrangement | Subsequent Event | Catalent Agreement | ||||||||||||
Subsequent Events | ||||||||||||
Last patent right expiration period | 10 years | |||||||||||
Automatic Extension of License Agreement Period | 1 year | |||||||||||
Collaborative arrangement | Subsequent Event | Catalent Agreement | Maximum | ||||||||||||
Subsequent Events | ||||||||||||
Milestone payment to be paid | $ 1,500 | |||||||||||
Kleo | ||||||||||||
Subsequent Events | ||||||||||||
Shares of Kleo common stock purchased | 3,000,000 | |||||||||||
Cash payment for purchase of equity method investment | $ 1,375 | $ 1,375 | $ 1,375 | $ 1,375 | $ 6,979 | $ 3,000 | ||||||
Ownership percentage | 43.30% | |||||||||||
Kleo | Subsequent Event | ||||||||||||
Subsequent Events | ||||||||||||
Ownership percentage | 46.60% | |||||||||||
Kleo | Subsequent Event | Common Shares | ||||||||||||
Subsequent Events | ||||||||||||
Shares of Kleo common stock purchased | 1,375,000 | |||||||||||
Cash payment for purchase of equity method investment | $ 1,375 |