Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Mar. 06, 2015 | Jun. 30, 2014 | |
Document and Entity Information | |||
Entity Registrant Name | GERON CORP | ||
Entity Central Index Key | 886744 | ||
Document Type | 10-K | ||
Document Period End Date | 31-Dec-14 | ||
Amendment Flag | FALSE | ||
Current Fiscal Year End Date | -19 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $501,005,000 | ||
Entity Common Stock, Shares Outstanding | 157,700,375 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $42,796 | $12,990 |
Restricted cash | 266 | 795 |
Marketable securities | 108,645 | 52,234 |
Interest and other receivables | 963 | 564 |
Prepaid assets | 736 | 474 |
Total current assets | 153,406 | 67,057 |
Noncurrent marketable securities | 18,932 | |
Property and equipment, net | 173 | 92 |
Deposits and other assets | 195 | |
Total assets | 172,511 | 67,344 |
Current liabilities: | ||
Accounts payable | 1,033 | 1,397 |
Accrued compensation and benefits | 4,213 | 3,946 |
Accrued restructuring charges | 94 | |
Accrued liabilities | 1,537 | 1,783 |
Deferred revenue | 35,000 | |
Fair value of derivatives | 16 | 367 |
Total current liabilities | 41,799 | 7,587 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock, $0.001 par value; 3,000,000 shares authorized; no shares issued and outstanding at December 31, 2014 and 2013 | ||
Common Stock, $0.001 par value; 300,000,000 shares authorized; 157,429,871 and 130,677,949 shares issued and outstanding at December 31, 2014 and 2013, respectively | 157 | 131 |
Additional paid-in capital | 1,059,072 | 952,403 |
Accumulated deficit | -928,433 | -892,763 |
Accumulated other comprehensive loss | -84 | -14 |
Total stockholders' equity | 130,712 | 59,757 |
Total liabilities and stockholders' equity | $172,511 | $67,344 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
CONSOLIDATED BALANCE SHEETS | ||
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized | 3,000,000 | 3,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 157,429,871 | 130,677,949 |
Common stock, shares outstanding | 157,429,871 | 130,677,949 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
CONSOLIDATED STATEMENTS OF OPERATIONS | |||
License fees and royalties | $1,153,000 | $1,283,000 | $2,709,000 |
Operating expenses: | |||
Research and development | 20,707,000 | 23,155,000 | 51,368,000 |
Restructuring charges | 1,462,000 | 2,702,000 | |
General and administrative | 16,758,000 | 15,624,000 | 20,397,000 |
Total operating expenses | 37,465,000 | 40,241,000 | 74,467,000 |
Loss from operations | -36,312,000 | -38,958,000 | -71,758,000 |
Unrealized gain (loss) on derivatives | 351,000 | -316,000 | 13,000 |
Interest and other income | 373,000 | 951,000 | 3,097,000 |
Interest and other expense | -82,000 | -56,000 | -233,000 |
Net loss | ($35,670,000) | ($38,379,000) | ($68,881,000) |
Basic and diluted net loss per share (in dollars per share) | ($0.23) | ($0.30) | ($0.54) |
Shares used in computing basic and diluted net loss per share (in shares) | 153,540,341 | 128,380,800 | 126,941,024 |
CONSOLIDATED_STATEMENTS_OF_COM
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | |||
Net loss | ($35,670) | ($38,379) | ($68,881) |
Other comprehensive income (loss): | |||
Net unrealized loss on marketable securities | -70 | -54 | -38 |
Foreign currency translation adjustments | 16 | ||
Reclassification of accumulated foreign currency translation adjustments | 153 | ||
Other comprehensive (loss) income | -70 | -54 | 131 |
Comprehensive loss | ($35,740) | ($38,433) | ($68,750) |
CONSOLIDATED_STATEMENTS_OF_STO
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (USD $) | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Total |
Balances at Dec. 31, 2011 | $131,000 | $932,066,000 | ($785,503,000) | ($91,000) | $146,603,000 |
Balances (in shares) at Dec. 31, 2011 | 131,443,148 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Net loss | -68,881,000 | -68,881,000 | |||
Other comprehensive income (loss) | 131,000 | 131,000 | |||
Stock-based compensation related to issuance of common stock and options in exchange for services | 135,000 | 135,000 | |||
Stock-based compensation related to issuance of common stock and options in exchange for services (in shares) | 170,298 | ||||
Cancellations of non-vested restricted stock under equity plans, net of issuances of common stock | -2,000 | 269,000 | 267,000 | ||
Cancellations of non-vested restricted stock under equity plans, net of issuances of common stock (in shares) | -2,592,375 | ||||
Stock-based compensation for equity-based awards to employees and directors | 5,311,000 | 5,311,000 | |||
401(k) contribution | 1,000 | 2,086,000 | 2,087,000 | ||
401(k) contribution (in shares) | 1,221,624 | ||||
Balances at Dec. 31, 2012 | 130,000 | 939,867,000 | -854,384,000 | 40,000 | 85,653,000 |
Balances (in shares) at Dec. 31, 2012 | 130,242,695 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Net loss | -38,379,000 | -38,379,000 | |||
Other comprehensive income (loss) | -54,000 | -54,000 | |||
Stock-based compensation related to issuance of common stock and options in exchange for services | 252,000 | 252,000 | |||
Stock-based compensation related to issuance of common stock and options in exchange for services (in shares) | 66,853 | ||||
Cancellations of non-vested restricted stock under equity plans, net of issuances of common stock | 6,553,000 | 6,553,000 | |||
Cancellations of non-vested restricted stock under equity plans, net of issuances of common stock (in shares) | -388,056 | ||||
Stock-based compensation for equity-based awards to employees and directors | 4,435,000 | 4,435,000 | |||
401(k) contribution | 1,000 | 1,296,000 | 1,297,000 | ||
401(k) contribution (in shares) | 756,457 | ||||
Balances at Dec. 31, 2013 | 131,000 | 952,403,000 | -892,763,000 | -14,000 | 59,757,000 |
Balances (in shares) at Dec. 31, 2013 | 130,677,949 | 130,677,949 | |||
Increase (Decrease) in Stockholders' Equity | |||||
Net loss | -35,670,000 | -35,670,000 | |||
Other comprehensive income (loss) | -70,000 | -70,000 | |||
Issuance of common stock in connection with public offering, net of issuance costs of $6,695,000 | 26,000 | 96,779,000 | 96,805,000 | ||
Issuance of common stock in connection with public offering, net of issuance costs (in shares) | 25,875,000 | ||||
Stock-based compensation related to issuance of common stock and options in exchange for services | 253,000 | 253,000 | |||
Stock-based compensation related to issuance of common stock and options in exchange for services (in shares) | 71,239 | ||||
Issuance of common stock upon net exercise of warrants (in shares) | 168,039 | ||||
Issuance of common stock under equity plans, net of cancellations of non-vested restricted stock | 1,555,000 | 1,555,000 | |||
Issuance of common stock under equity plans, net of cancellations of non-vested restricted stock (in shares) | 564,950 | ||||
Stock-based compensation for equity-based awards to employees and directors | 7,658,000 | 7,658,000 | |||
401(k) contribution | 424,000 | 424,000 | |||
401(k) contribution (in shares) | 72,694 | ||||
Balances at Dec. 31, 2014 | $157,000 | $1,059,072,000 | ($928,433,000) | ($84,000) | $130,712,000 |
Balances (in shares) at Dec. 31, 2014 | 157,429,871 | 157,429,871 |
CONSOLIDATED_STATEMENTS_OF_STO1
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2014 |
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY | |
Issuance costs | $6,695 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Cash flows from operating activities: | |||
Net loss | ($35,670) | ($38,379) | ($68,881) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 47 | 320 | 830 |
Accretion and amortization on investments, net | 2,889 | 1,322 | 2,184 |
Loss (gain) on retirement/sales of property and equipment, net | 3 | -831 | -142 |
Loss on write-downs of property and equipment | 200 | 271 | |
Stock-based compensation for services by non-employees | 253 | 252 | 183 |
Stock-based compensation for employees and directors | 7,658 | 4,435 | 5,311 |
Amortization related to 401(k) contributions | 111 | 458 | 726 |
Unrealized (gain) loss on derivatives | -351 | 316 | -13 |
Changes in assets and liabilities: | |||
Interest and other receivables | -399 | 188 | 646 |
Prepaid assets | -72 | 1,081 | 1,311 |
Deposits and other assets | 5 | -4 | 112 |
Accounts payable | -364 | -2,032 | 449 |
Accrued compensation and benefits | 580 | -431 | 3,548 |
Accrued restructuring charges | -94 | -1,878 | -1,758 |
Accrued liabilities | -246 | -1,697 | -92 |
Deferred revenue | 35,000 | ||
Translation adjustment | 169 | ||
Net cash provided by (used in) operating activities | 9,350 | -36,680 | -55,146 |
Cash flows from investing activities: | |||
Restricted cash transfer | 529 | -1 | -1 |
Purchases of property and equipment | -131 | -3 | -862 |
Proceeds from sales of property and equipment | 1,196 | 170 | |
Purchases of marketable securities | -190,263 | -88,977 | -79,369 |
Proceeds from sales/calls of marketable securities | 10,549 | ||
Proceeds from maturities of marketable securities | 101,412 | 108,839 | 141,016 |
Net cash (used in) provided by investing activities | -77,904 | 21,054 | 60,954 |
Cash flows from financing activities: | |||
Proceeds from issuance of common stock, net of issuance costs | 98,360 | 6,553 | 150 |
Net cash provided by financing activities | 98,360 | 6,553 | 150 |
Net increase (decrease) in cash and cash equivalents | 29,806 | -9,073 | 5,958 |
Cash and cash equivalents, at beginning of year | 12,990 | 22,063 | 16,105 |
Cash and cash equivalents, at end of year | $42,796 | $12,990 | $22,063 |
ORGANIZATION_AND_SUMMARY_OF_SI
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||||||
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||||||
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||||||
Organization | ||||||||
Geron Corporation, or we or Geron, was incorporated in the State of Delaware on November 28, 1990. We are a clinical stage biopharmaceutical company focused on the development of a telomerase inhibitor, imetelstat, in hematologic myeloid malignancies. Principal activities to date have included obtaining financing, securing operating facilities and conducting research and development. In November 2014, we entered into an exclusive collaboration and license agreement, or the Collaboration Agreement, with Janssen Biotech, Inc., or Janssen, to develop and commercialize imetelstat worldwide for oncology, including hematologic myeloid malignancies, and all other human therapeutic uses. The significance of future losses will depend on whether Janssen continues to develop and advance imetelstat and the clinical and commercial success of imetelstat, which would result in future revenues to us in the form of milestone payments and royalties under the Collaboration Agreement, as described below, and whether we acquire other oncology products, programs or companies to diversify our business. There can be no assurance that we will receive any milestone payments or royalties from Janssen in the future. Imetelstat, which is our sole product candidate, will require significant additional clinical testing prior to possible regulatory approval in the United States and other countries, and we do not expect imetelstat to be commercially available for many years, if at all. | ||||||||
Principles of Consolidation | ||||||||
The consolidated financial statements include the accounts of Geron and our former wholly-owned subsidiary, Geron Bio-Med Ltd. (Geron Bio-Med), a United Kingdom company. In March 2012, the board of directors and shareholders of Geron Bio-Med approved actions to commence a voluntary winding up of the company. The full wind up of Geron Bio-Med was completed in August 2012. Prior to 2013, we eliminated intercompany accounts and transactions and prepared the financial statements of Geron Bio-Med using the local currency as the functional currency. We translated the assets and liabilities of Geron Bio-Med at rates of exchange at the balance sheet date and translated income and expense items at average monthly rates of exchange. The resultant translation adjustments were included in accumulated other comprehensive income (loss), a separate component of stockholders' equity. | ||||||||
Net Loss Per Share | ||||||||
Basic earnings (loss) per share is calculated based on the weighted average number of shares of common stock outstanding during the period. Diluted earnings (loss) per share is calculated based on the weighted average number of shares of common stock and potential dilutive securities outstanding during the period. Potential dilutive securities primarily consist of outstanding stock options, restricted stock awards and warrants to purchase common stock and are determined using the treasury stock method at an average market price during the period. | ||||||||
Because we are in a net loss position, diluted loss per share excludes the effects of potential dilutive securities. Had we been in a net income position, diluted earnings per share would have included the shares used in the computation of basic net loss per share as well as an additional 3,072,340, 532,120 and 11,497 shares for 2014, 2013 and 2012, respectively, related to outstanding stock options, restricted stock awards and warrants (as determined using the treasury stock method at the estimated average market value). | ||||||||
Use of Estimates | ||||||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. On a regular basis, management evaluates these estimates and assumptions. Actual results could differ from those estimates. | ||||||||
Fair Value of Financial Instruments | ||||||||
Cash Equivalents and Marketable Securities | ||||||||
We consider all highly liquid investments with an original maturity of three months or less to be cash equivalents. We are subject to credit risk related to our cash equivalents and marketable securities. We place our cash and cash equivalents in money market funds and cash operating accounts. Our marketable securities include U.S. government-sponsored enterprise securities, commercial paper and corporate notes with original maturities ranging from four to 19 months. | ||||||||
We classify our marketable securities as available-for-sale. We record available-for-sale securities at fair value with unrealized gains and losses reported in accumulated other comprehensive income (loss) in stockholders' equity. Realized gains and losses are included in interest and other income and are derived using the specific identification method for determining the cost of securities sold and have been insignificant to date. Dividend and interest income are recognized when earned and included in interest and other income in our consolidated statements of operations. We recognize a charge when the declines in the fair values below the amortized cost basis of our available-for-sale securities are judged to be other-than-temporary. We consider various factors in determining whether to recognize an other-than-temporary charge, including whether we intend to sell the security or whether it is more likely than not that we would be required to sell the security before recovery of the amortized cost basis. Declines in market value associated with credit losses judged as other-than-temporary result in a charge to interest and other income. Other-than-temporary charges not related to credit losses are included in accumulated other comprehensive income (loss) in stockholders' equity. We have not recorded any other-than-temporary impairment charges for our available-for-sale securities for the years ended December 31, 2014, 2013 and 2012. See Note 2 on Fair Value Measurements. | ||||||||
Non-Marketable Equity Investments | ||||||||
Non-marketable equity investments in companies in which we own less than 20% of the outstanding voting stock and do not otherwise have the ability to exert significant influence over the investees are carried at cost, as adjusted for other-than-temporary impairments. We apply the equity method of accounting for investments in non-marketable nonpublic companies in which we own more than 20% of the outstanding voting stock or otherwise have the ability to exert significant influence over the investees. Under this method, we increase (decrease) the carrying value of our investment by a proportionate share of the investee's earnings (losses). If losses exceed the carrying value of the investment, losses are then applied against any advances to the investee, including any commitment to provide financial support, until those amounts are reduced to zero. Commitments to provide financial support include formal guarantees, implicit arrangements, reputational expectations, intercompany relationships or a consistent past history of providing financial support. The equity method is then suspended until the investee has earnings. Any proportionate share of investee earnings is first applied to the share of accumulated losses not recognized during the period the equity method was suspended. We recognize previously suspended losses to the extent additional investment is determined to represent the funding of prior losses. See Note 7 on Divestiture of Stem Cell Assets. | ||||||||
Fair Value of Derivatives | ||||||||
For non-employee options classified as liabilities, the fair value of these instruments is recorded on the consolidated balance sheet at inception and adjusted to fair value at each financial reporting date. The change in fair value of the non-employee options is recorded in the consolidated statements of operations as unrealized gain (loss) on derivatives. Fair value of non-employee options is estimated using the Black Scholes option-pricing model. The non-employee options continue to be reported as a liability until such time as the instruments are exercised or expire or are otherwise modified to remove the provisions which require this treatment, at which time these instruments are marked to fair value and reclassified from liabilities to stockholders' equity. For non-employee options classified as permanent equity, the fair value of the non-employee options is recorded in stockholders' equity as of their respective vesting dates and no further adjustments are made. See Note 2 on Fair Value Measurements. | ||||||||
Nonmonetary Transactions | ||||||||
We account for nonmonetary transactions based on the fair values of the assets (or services) involved. The cost of a nonmonetary asset acquired in exchange for another nonmonetary asset is the fair value of the asset surrendered to obtain it with a gain or loss recognized on the exchange. We use the fair value of the asset received to measure the cost if it is more clearly evident than the fair value of the asset surrendered. If the fair value of neither the assets received nor the assets relinquished is determinable within reasonable limits, we use the recorded amount (or carrying value) of the nonmonetary assets relinquished to account for the exchange. Similarly, we use carrying value for an exchange of controlled assets that do not meet the definition of a business for a non-controlling non-marketable equity interest in a company with no gain or loss recognized on the exchange. See Note 7 on Divestiture of Stem Cell Assets. | ||||||||
Revenue Recognition | ||||||||
In general, we recognize revenue for each unit of accounting when all of the following criteria have been met: (a) persuasive evidence of an arrangement exists, (b) delivery has occurred or services have been rendered, (c) the seller's price to the buyer is fixed or determinable, and (d) collectability is reasonably assured. Amounts received prior to satisfying these revenue recognition criteria are recorded as deferred revenue. Amounts expected to be recognized as revenue within the 12 months following the balance sheet date are classified as current deferred revenue. Amounts not expected to be recognized as revenue within the 12 months following the balance sheet date are classified as noncurrent deferred revenue. | ||||||||
License and/or Collaboration Agreements | ||||||||
In addition to the Collaboration Agreement with Janssen, we have entered into several license or collaboration agreements with various oncology, diagnostics, research tools and biologics production companies. Economic terms in these agreements may include non-refundable license payments in cash or equity securities, option payments in cash or equity securities, cost reimbursements, cost-sharing arrangements, milestone payments, royalties on future sales of products, or any combination of these items. In applying the appropriate revenue recognition guidance related to these agreements, we first assess whether the arrangement contains multiple elements. In this evaluation, we consider: (1) the deliverables included in the arrangement and (2) whether the individual deliverables represent separate units of accounting or whether they must be accounted for as a combined unit of accounting. This evaluation involves subjective determinations and requires us to make judgments about the individual deliverables and whether such deliverables are separable from the other aspects of the contractual relationship. Deliverables are considered separate units of accounting provided that: (i) the delivered item(s) has value to the customer on a standalone basis, and if (ii) the arrangement includes a general right of return relative to the delivered item(s), delivery or performance of the undelivered item(s) is considered probable and substantially in our control. In assessing whether an item has standalone value, we consider factors such as the research, manufacturing and commercialization capabilities of the collaboration partner and the availability of the associated expertise in the general marketplace. In addition, we consider whether the collaboration partner can use the other deliverable(s) for their intended purpose without the receipt of the remaining element(s), whether the value of the deliverable is dependent on the undelivered item(s) and whether there are other vendors that can provide the undelivered element(s). | ||||||||
Arrangement consideration that is fixed or determinable is allocated among the separate units of accounting using the relative selling price method. We then apply the applicable revenue recognition criteria noted above to each of the separate units of accounting in determining the appropriate period and pattern of recognition. We determine how to allocate arrangement consideration to identified units of accounting based on the selling price hierarchy provided under relevant accounting guidance. The estimated fair value of deliverables under the arrangement may be derived using a best estimate of selling price if vendor-specific-objective evidence and third-party evidence are not available. | ||||||||
Upfront non-refundable signing, license or non-exclusive option fees are recognized as revenue: (i) when rights to use the intellectual property, related to a license that has standalone value from the other deliverables to be provided under the agreement, have been delivered or (ii) over the term of the agreement if we have continuing performance obligations as the arrangement would be accounted for as a single unit of accounting. When payments are received in equity securities, we do not recognize any revenue unless such securities are determined to be realizable in cash. | ||||||||
At the inception of an arrangement that includes milestone payments, we assess whether each milestone is substantive and at risk to both parties on the basis of the contingent nature of the milestone. This evaluation includes an assessment of whether: (i) the consideration is commensurate with either the performance to achieve the milestone or the enhancement of the value of the delivered item(s) as a result of a specific outcome resulting from the performance to achieve the milestone, (ii) the consideration relates solely to past performance and (iii) the consideration is reasonable relative to all of the deliverables and payment terms within the arrangement. We consider various factors such as the scientific, clinical, regulatory, commercial and other risks that must be overcome to achieve the respective milestone and the level of effort and investment required to achieve the respective milestone in making this assessment. There is considerable judgment involved in determining whether a milestone satisfies all of the criteria required to conclude that a milestone is substantive. Milestone payments for milestones that are considered substantive would be recognized as revenue in their entirety upon successful accomplishment of the milestone, assuming all other revenue recognition criteria are met. Milestone payments for milestones that are not considered substantive would be recognized as revenue over the remaining period of performance, assuming all other revenue recognition criteria are met. | ||||||||
Royalties are recognized as earned in accordance with contract terms when royalties from licensees can be reasonably estimated and collectability is reasonably assured. If royalties cannot be reasonably estimated or collectability of a royalty amount is not reasonably assured, royalties are recognized as revenue when the cash is received. Revenue from commercial milestone payments will be accounted for as royalties and recorded as revenue upon achievement of the milestone, assuming all other revenue recognition criteria are met. | ||||||||
Cost-sharing expenses are recorded as earned or owed based on the performance requirements by both parties under the respective contracts. For arrangements in which we and our collaboration partner in the agreement are exposed to significant risks and rewards depending on the commercial success of the activity, we recognize payments between the parties on a net basis and record such amounts as a reduction or addition to research and development expense. For arrangements in which we have agreed to perform certain research and development services for our collaboration partner and are not exposed to significant risks and rewards depending on the commercial success of the activity, we recognize the respective cost reimbursements as revenue under the collaborative agreement as the related research and development services are rendered. | ||||||||
Restricted Cash | ||||||||
Restricted cash consists of funds maintained in separate certificate of deposit accounts for specified purposes. The components of restricted cash were as follows: | ||||||||
December 31, | ||||||||
(In thousands) | 2014 | 2013 | ||||||
Certificate of deposit for unused equipment line of credit | $ | — | $ | 530 | ||||
Certificate of deposit for credit card purchases | 266 | 265 | ||||||
| | | | | | | | |
$ | 266 | $ | 795 | |||||
| | | | | | | | |
| | | | | | | | |
In 2014, we closed the certificate of deposit for our unused equipment line of credit upon maturity and transferred the cash proceeds to our cash operating accounts. This action also cancelled the availability of the equipment line of credit. | ||||||||
Research and Development Expenses | ||||||||
Research and development expenses consist of expenses incurred in identifying, developing and testing product candidates resulting from our independent efforts as well as efforts associated with collaborations. These expenses include, but are not limited to, in-process research and development acquired in an asset acquisition and deemed to have no alternative future use, payroll and personnel expense, lab supplies, preclinical studies, clinical trials, including support for investigator-sponsored clinical trials, raw materials to manufacture clinical trial drugs, manufacturing costs for research and clinical trial materials, sponsored research at other labs, consulting, costs to maintain technology licenses and research-related overhead. Research and development costs are expensed as incurred, including payments made under our license agreements. | ||||||||
Clinical Trial Costs | ||||||||
A significant component of our research and development expenses has historically been clinical trial costs. Substantial portions of our preclinical studies and all of our clinical trials have been performed by third-party contract research organizations, or CROs, and other vendors. We accrue expenses for preclinical studies performed by our vendors based on certain estimates over the term of the service period and adjust our estimates as required. We accrue expenses for clinical trial activities performed by CROs based upon the estimated amount of work completed on each study. For clinical trial expenses, the significant factors used in estimating accruals include the number of patients enrolled, the number of active clinical sites and the duration for which the patients will be enrolled in the study. Pass through costs from CROs include, but are not limited to, regulatory expenses, investigator fees, lab fees, travel costs and other miscellaneous costs, including shipping and printing fees. We accrue pass through costs based on estimates of the amount of work completed for the clinical trial. We monitor patient enrollment levels and related activities to the extent possible through internal reviews, review of contractual terms and correspondence with CROs. We base our estimates on the best information available at the time. However, additional information may become available to us which would allow us to make a more accurate estimate in future periods. In this event, we may be required to record adjustments to research and development expenses in future periods when the actual level of activity becomes more certain. | ||||||||
Depreciation and Amortization | ||||||||
We record property and equipment at cost and calculate depreciation using the straight-line method over the estimated useful lives of the assets, generally four years. Leasehold improvements are amortized over the shorter of the estimated useful life or remaining term of the lease. | ||||||||
Stock-Based Compensation | ||||||||
We maintain various stock incentive plans under which stock options and restricted stock awards are granted to employees, directors and consultants. We also have an employee stock purchase plan for all eligible employees. We recognize stock-based compensation expense on a straight-line basis over the requisite service period, which is generally the vesting period. For additional information, see Note 9 on Stockholders' Equity. | ||||||||
Stock Options and Employee Stock Purchase Plan | ||||||||
We grant service-based stock options under our equity plans to employees, directors and consultants. The vesting period for employee options is generally four years. We use the Black Scholes option-pricing model to estimate the grant-date fair value of our stock options and employee stock plan purchases. The determination of fair value for these stock-based awards on the date of grant using the Black Scholes option-pricing model is affected by our stock price as well as assumptions regarding a number of complex and subjective variables. For additional information, see Note 9 on Stockholders' Equity. | ||||||||
Restricted Stock Awards | ||||||||
We have granted restricted stock awards to employees and directors with three types of vesting schedules: (i) service-based, (ii) performance-based or (iii) market-based. Service-based restricted stock awards generally vest annually over four years. Performance-based restricted stock awards vest upon achievement of discrete strategic corporate goals within a specified performance period, generally three years. Market-based restricted stock awards vest only upon achievement of certain market price thresholds of our common stock within a specified performance period, generally three years. | ||||||||
The fair value for service-based restricted stock awards is determined using the fair value of our common stock on the date of grant. The fair value is amortized as stock-based compensation expense over the requisite service period of the award, which is generally the vesting period, on a straight-line basis and is reduced for estimated forfeitures, as applicable. | ||||||||
The fair value for performance-based restricted stock awards is determined using the fair value of our common stock on the date of grant. Stock-based compensation expense for awards with vesting based on performance conditions is recognized over the period from the date the performance condition is determined to be probable of occurring through the date the applicable condition is expected to be met and is reduced for estimated forfeitures, as applicable. If the performance condition is not considered probable of being achieved, no stock-based compensation expense is recognized until such time as the performance condition is considered probable of being met, if at all. If that assessment of the probability of the performance condition being met changes, the impact of the change in estimate would be recognized in the period of the change. If the requisite service period has been met prior to the change in estimate, the effect of the change in estimate would be recognized immediately. All previously granted performance-based restricted stock awards have been cancelled unvested as the performance conditions were not achieved within the respective performance periods. | ||||||||
The fair value for market-based restricted stock awards is determined using a lattice valuation model with a Monte Carlo simulation. The model takes into consideration the historical volatility of our stock and the risk-free interest rate at the date of grant. In addition, the model is used to estimate the derived service period for the awards. The derived service period is the estimated period of time that would be required to satisfy the market condition, assuming the market condition will be satisfied. Stock-based compensation expense is recognized over the derived service period for the awards using the straight-line method and is reduced for estimated forfeitures, as applicable, but is accelerated if the market condition is achieved earlier than estimated. If a market-based restricted stock award is forfeited or expires after completion of the derived service period, any previously recognized stock-based compensation expense is not reversed. All previously granted market-based restricted stock awards have been cancelled unvested as the market conditions were not achieved within the specified performance period. | ||||||||
Non-Employee Stock-Based Awards | ||||||||
For our non-employee stock-based awards, the measurement date on which the fair value of the stock-based award is calculated is equal to the earlier of: (i) the date at which a commitment for performance by the counterparty to earn the equity instrument is reached or (ii) the date at which the counterparty's performance is complete. We recognize stock-based compensation expense for the fair value of the vested portion of non-employee awards in our consolidated statements of operations. | ||||||||
Accumulated Other Comprehensive Loss | ||||||||
Accumulated other comprehensive loss includes certain changes in stockholders' equity which are excluded from net loss. The components of accumulated other comprehensive loss were as follows: | ||||||||
December 31, | ||||||||
(In thousands) | 2014 | 2013 | ||||||
Unrealized loss on marketable securities | $ | (84 | ) | $ | (14 | ) | ||
| | | | | | | | |
| | | | | | | | |
Income Taxes | ||||||||
We maintain deferred tax assets and liabilities that reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and are subject to tests of recoverability. Our deferred tax assets include net operating loss carryforwards, research credits and capitalized research and development. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Our net deferred tax asset has been fully offset by a valuation allowance because of our history of losses. Any potential accrued interest and penalties related to unrecognized tax benefits within operations would be recorded as income tax expense. | ||||||||
Concentrations of Customers and Suppliers | ||||||||
The majority of our revenues was earned in the United States. Two customers accounted for approximately 31%, 42% and 59% of our 2014, 2013 and 2012 revenues, respectively. | ||||||||
We contract third-party manufacturers to produce GMP-grade drugs for preclinical and clinical studies. We also contract for starting materials to supply those manufacturers and us. Certain development and clinical activities may be delayed if we or Janssen are unable to obtain sufficient quantities of starting materials or GMP-grade drugs from current third-party suppliers or other third-party sources. | ||||||||
Recent Accounting Pronouncements | ||||||||
In April 2014, the Financial Accounting Standards Board, or FASB, issued Accounting Standard Update No. 2014-08, Presentation of Financial Statements and Property, Plant, and Equipment: Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, or ASU 2014-08. ASU 2014-08 raised the threshold for a disposal of assets to qualify as a discontinued operation and requires new disclosures for both discontinued operations and disposals of individually significant components of a business that do not qualify as discontinued operations. Under the new guidance, only disposals of assets representing a strategic shift in operations that has a major effect on the entity's operations and financial results should be presented as discontinued operations. If the disposal does qualify as a discontinued operation, the entity will be required to provide expanded disclosures, as well as disclosure of the pretax income attributable to the disposal of a significant part of an entity that does not qualify as a discontinued operation. ASU 2014-08 is effective for us beginning January 1, 2015 and subsequent interim periods. We do not expect the adoption of ASU 2014-08 to have a material effect on our consolidated financial statements. | ||||||||
In May 2014, the FASB issued Accounting Standard Update No. 2014-09, Revenue from Contracts with Customers, or ASU 2014-09. ASU 2014-09 provides a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. ASU 2014-09 will require an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This update creates a five-step model that requires entities to exercise judgment when considering the terms of the contract(s). The five-step model includes: (i) identifying the contract(s) with the customer, (ii) identifying the separate performance obligations in the contract, (iii) determining the transaction price, (iv) allocating the transaction price to the separate performance obligations, and (v) recognizing revenue when each performance obligation is satisfied. ASU 2014-09 also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 will be effective for us beginning January 1, 2017 and subsequent interim periods. We have the option to apply the provisions of ASU 2014-09 either retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of applying this accounting standard recognized at the date of initial application. Early adoption is not permitted. We are currently evaluating the transition method and the impact that the adoption of ASU 2014-09 will have on our consolidated financial statements and related disclosures. | ||||||||
In August 2014, the FASB issued Accounting Standard Update No. 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern, or ASU 2014-15. ASU 2014-15 is intended to define management's responsibility to evaluate whether there is substantial doubt about an organization's ability to continue as a going concern and to provide related footnote disclosures. Substantial doubt about an entity's ability to continue as a going concern exists when relevant conditions and events, considered in the aggregate, indicate that it is probable that the entity will be unable to meet its obligations as they become due within one year after the date that the financial statements are issued (or available to be issued). ASU 2014-15 provides guidance to an organization's management, with principles and definitions that are intended to reduce diversity in the timing and content of disclosures that are commonly provided by organizations in financial statement footnotes. ASU 2014-15 will be effective for us beginning December 31, 2016 and subsequent interim periods. Early adoption is permitted. We are currently in the process of evaluating the impact of adoption of ASU 2014-15 on our consolidated financial statements and related disclosures. | ||||||||
FAIR_VALUE_MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
FAIR VALUE MEASUREMENTS | |||||||||||||||||||||
FAIR VALUE MEASUREMENTS | |||||||||||||||||||||
2. FAIR VALUE MEASUREMENTS | |||||||||||||||||||||
We categorize financial instruments recorded at fair value on our consolidated balance sheets based upon the level of judgment associated with inputs used to measure their fair value. The categories are as follows: | |||||||||||||||||||||
Level 1— | Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. An active market for the asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. | ||||||||||||||||||||
Level 2— | Inputs (other than quoted market prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument's anticipated life. | ||||||||||||||||||||
Level 3— | Inputs reflect management's best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. | ||||||||||||||||||||
A financial instrument's categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Below is a description of the valuation methodologies used for financial instruments measured at fair value on our consolidated balance sheets, including the category for such financial instruments. | |||||||||||||||||||||
Cash Equivalents and Marketable Securities Available-for-Sale | |||||||||||||||||||||
Certificates of deposit and money market funds are categorized as Level 1 within the fair value hierarchy as their fair values are based on quoted prices available in active markets. U.S. government-sponsored enterprise securities, commercial paper and corporate notes are categorized as Level 2 within the fair value hierarchy as their fair values are estimated by using pricing models, quoted prices of securities with similar characteristics or discounted cash flows. | |||||||||||||||||||||
Cash equivalents, restricted cash and marketable securities by security type at December 31, 2014 were as follows: | |||||||||||||||||||||
(In thousands) | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Estimated Fair Value | |||||||||||||||||
Included in cash and cash equivalents: | |||||||||||||||||||||
Money market funds | $ | 40,342 | $ | — | $ | — | $ | 40,342 | |||||||||||||
| | | | | | | | | | | | | | ||||||||
| | | | | | | | | | | | | | ||||||||
Restricted cash: | |||||||||||||||||||||
Certificate of deposit | $ | 266 | $ | — | $ | — | $ | 266 | |||||||||||||
| | | | | | | | | | | | | | ||||||||
| | | | | | | | | | | | | | ||||||||
Marketable securities: | |||||||||||||||||||||
Government-sponsored enterprise securities (due in less than 1 year) | $ | 401 | $ | — | $ | (1 | ) | $ | 400 | ||||||||||||
Government-sponsored enterprise securities (due in 1 to 2 years) | 6,556 | — | (7 | ) | 6,549 | ||||||||||||||||
Commercial paper (due in less than 1 year) | 10,985 | 14 | — | 10,999 | |||||||||||||||||
Corporate notes (due in less than 1 year) | 97,307 | 2 | (63 | ) | 97,246 | ||||||||||||||||
Corporate notes (due in 1 to 2 years) | 12,412 | — | (29 | ) | 12,383 | ||||||||||||||||
| | | | | | | | | | | | | | ||||||||
$ | 127,661 | $ | 16 | $ | (100 | ) | $ | 127,577 | |||||||||||||
| | | | | | | | | | | | | | ||||||||
| | | | | | | | | | | | | | ||||||||
Cash equivalents, restricted cash and marketable securities by security type at December 31, 2013 were as follows: | |||||||||||||||||||||
(In thousands) | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Estimated Fair Value | |||||||||||||||||
Included in cash and cash equivalents: | |||||||||||||||||||||
Money market funds | $ | 8,079 | $ | — | $ | — | $ | 8,079 | |||||||||||||
Corporate notes | 2,206 | — | — | 2,206 | |||||||||||||||||
| | | | | | | | | | | | | | ||||||||
$ | 10,285 | $ | — | $ | — | $ | 10,285 | ||||||||||||||
| | | | | | | | | | | | | | ||||||||
| | | | | | | | | | | | | | ||||||||
Restricted cash: | |||||||||||||||||||||
Certificates of deposit | $ | 795 | $ | — | $ | — | $ | 795 | |||||||||||||
| | | | | | | | | | | | | | ||||||||
| | | | | | | | | | | | | | ||||||||
Marketable securities: | |||||||||||||||||||||
Government-sponsored enterprise securities (due in less than 1 year) | $ | 7,369 | $ | 1 | $ | (1 | ) | $ | 7,369 | ||||||||||||
Commercial paper (due in less than 1 year) | 5,496 | 3 | — | 5,499 | |||||||||||||||||
Corporate notes (due in less than 1 year) | 39,383 | 1 | (18 | ) | 39,366 | ||||||||||||||||
| | | | | | | | | | | | | | ||||||||
$ | 52,248 | $ | 5 | $ | (19 | ) | $ | 52,234 | |||||||||||||
| | | | | | | | | | | | | | ||||||||
| | | | | | | | | | | | | | ||||||||
Marketable securities with unrealized losses at December 31, 2014 and 2013 were as follows: | |||||||||||||||||||||
Less Than 12 Months | 12 Months or Greater | Total | |||||||||||||||||||
(In thousands) | Estimated Fair Value | Gross Unrealized Losses | Estimated Fair Value | Gross Unrealized Losses | Estimated Fair Value | Gross Unrealized Losses | |||||||||||||||
As of December 31, 2014: | |||||||||||||||||||||
Government-sponsored enterprise securities (due in less than 1 year) | $ | 400 | $ | (1 | ) | $ | — | $ | — | $ | 400 | $ | (1 | ) | |||||||
Government-sponsored enterprise securities (due in 1 to 2 years) | 5,549 | (7 | ) | — | — | 5,549 | (7 | ) | |||||||||||||
Corporate notes (due in less than 1 year) | 92,989 | (63 | ) | — | — | 92,989 | (63 | ) | |||||||||||||
Corporate notes (due in 1 to 2 years) | 12,383 | (29 | ) | — | — | 12,383 | (29 | ) | |||||||||||||
| | | | | | | | | | | | | | | | | | | | ||
$ | 111,321 | $ | (100 | ) | $ | — | $ | — | $ | 111,321 | $ | (100 | ) | ||||||||
| | | | | | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | | | ||
As of December 31, 2013: | |||||||||||||||||||||
Government-sponsored enterprise securities (due in less than 1 year) | $ | 3,947 | $ | (1 | ) | $ | — | $ | — | $ | 3,947 | $ | (1 | ) | |||||||
Corporate notes (due in less than 1 year) | 37,060 | (18 | ) | — | — | 37,060 | (18 | ) | |||||||||||||
| | | | | | | | | | | | | | | | | | | | ||
$ | 41,007 | $ | (19 | ) | $ | — | $ | — | $ | 41,007 | $ | (19 | ) | ||||||||
| | | | | | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | | | ||
The gross unrealized losses related to government-sponsored enterprise securities and corporate notes as of December 31, 2014 and 2013 were due to changes in interest rates. We determined that the gross unrealized losses on our marketable securities as of December 31, 2014 and 2013 were temporary in nature. We review our investments quarterly to identify and evaluate whether any investments have indications of possible impairment. Factors considered in determining whether a loss is temporary include the length of time and extent to which the fair value has been less than the cost basis and whether we intend to sell the security or whether it is more likely than not that we would be required to sell the security before recovery of the amortized cost basis. We currently do not intend to sell these securities before recovery of their amortized cost basis. | |||||||||||||||||||||
Derivatives | |||||||||||||||||||||
Non-employee options are normally traded less actively, have trade activity that is one way, and/or are traded in less-developed markets and are therefore valued based upon models with significant unobservable market parameters, resulting in Level 3 categorization. | |||||||||||||||||||||
Options held by non-employees whose performance obligations are complete are classified as derivative liabilities on our consolidated balance sheets. These options are marked to fair value at each reporting period, and upon the exercise of these options, the instruments are marked to fair value and reclassified from derivative liabilities to stockholders' equity. We have not recorded any reclassifications from current liabilities to stockholders' equity for non-employee option exercises in 2014 and 2013. | |||||||||||||||||||||
As of December 31, 2014 and 2013, the following non-employee options to purchase common stock were considered derivatives and classified as current liabilities: | |||||||||||||||||||||
Number of Shares at December 31, | Fair Value at December 31, | ||||||||||||||||||||
Exercise | Exercisable | Expiration | |||||||||||||||||||
Issuance Date | Price | 2014 | 2013 | Date | Date | 2014 | 2013 | ||||||||||||||
(In thousands) | |||||||||||||||||||||
Mar-05 | $ | 6.39 | 284,600 | 284,600 | Jan-07 | Mar-15 | $ | 16 | $ | 367 | |||||||||||
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
The fair value of derivatives has been calculated at each reporting date using the Black Scholes option-pricing model with the following assumptions: | |||||||||||||||||||||
December 31, | |||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||
Dividend yield | 0% | 0% | |||||||||||||||||||
Expected volatility | 0.895 | 0.844 | |||||||||||||||||||
Risk-free interest rate | 0.04% | 0.13% | |||||||||||||||||||
Expected term | 0.25 yr | 1 yr | |||||||||||||||||||
Dividend yield is based on historical cash dividend payments. The expected volatility is based on historical volatilities of our stock since traded options on Geron common stock do not correspond to derivatives' terms and trading volume of Geron options is limited. The risk-free interest rate is based on the U.S. Zero Coupon Treasury Strip Yields for the expected term in effect on the reporting date. The expected term of derivatives is equal to the remaining contractual term of the instruments. | |||||||||||||||||||||
Fair Value on a Recurring Basis | |||||||||||||||||||||
The following table presents information about our financial instruments that are measured at fair value on a recurring basis as of December 31, 2014 and indicates the fair value category assigned. | |||||||||||||||||||||
Fair Value Measurements at Reporting Date Using | |||||||||||||||||||||
Quoted Prices in | Significant | Significant | |||||||||||||||||||
Active Markets for | Other | Unobservable | |||||||||||||||||||
Identical Assets / | Observable | Inputs | |||||||||||||||||||
Liabilities | Inputs | ||||||||||||||||||||
(In thousands) | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||
Assets | |||||||||||||||||||||
Money market funds(1) | $ | 40,342 | $ | — | $ | — | $ | 40,342 | |||||||||||||
Government-sponsored enterprise securities(2)(3) | — | 6,949 | — | 6,949 | |||||||||||||||||
Commercial paper(2) | — | 10,999 | — | 10,999 | |||||||||||||||||
Corporate notes(2)(3) | — | 109,629 | — | 109,629 | |||||||||||||||||
| | | | | | | | | | | | | | ||||||||
Total | $ | 40,342 | $ | 127,577 | $ | — | $ | 167,919 | |||||||||||||
| | | | | | | | | | | | | | ||||||||
| | | | | | | | | | | | | | ||||||||
Liabilities | |||||||||||||||||||||
Derivatives(4) | $ | — | $ | — | $ | 16 | $ | 16 | |||||||||||||
| | | | | | | | | | | | | | ||||||||
| | | | | | | | | | | | | | ||||||||
The following table presents information about our financial instruments that are measured at fair value on a recurring basis as of December 31, 2013 and indicates the fair value category assigned. | |||||||||||||||||||||
Fair Value Measurements at Reporting Date Using | |||||||||||||||||||||
Quoted Prices in | Significant | Significant | |||||||||||||||||||
Active Markets for | Other | Unobservable | |||||||||||||||||||
Identical Assets / | Observable | Inputs | |||||||||||||||||||
Liabilities | Inputs | ||||||||||||||||||||
(In thousands) | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||
Assets | |||||||||||||||||||||
Money market funds(1) | $ | 8,079 | $ | — | $ | — | $ | 8,079 | |||||||||||||
Government-sponsored enterprise securities(2) | — | 7,369 | — | 7,369 | |||||||||||||||||
Commercial paper(2) | — | 5,499 | — | 5,499 | |||||||||||||||||
Corporate notes(1)(2) | — | 41,572 | — | 41,572 | |||||||||||||||||
| | | | | | | | | | | | | | ||||||||
Total | $ | 8,079 | $ | 54,440 | $ | — | $ | 62,519 | |||||||||||||
| | | | | | | | | | | | | | ||||||||
| | | | | | | | | | | | | | ||||||||
Liabilities | |||||||||||||||||||||
Derivatives(4) | $ | — | $ | — | $ | 367 | $ | 367 | |||||||||||||
| | | | | | | | | | | | | | ||||||||
| | | | | | | | | | | | | | ||||||||
-1 | Included in cash and cash equivalents on our consolidated balance sheets. | ||||||||||||||||||||
-2 | Included in current portion of marketable securities on our consolidated balance sheets. | ||||||||||||||||||||
-3 | Included in noncurrent portion of marketable securities on our consolidated balance sheets. | ||||||||||||||||||||
-4 | Included in fair value of derivatives on our consolidated balance sheets. | ||||||||||||||||||||
Changes in Level 3 Recurring Fair Value Measurements | |||||||||||||||||||||
The table below includes a rollforward of the balance sheet amounts for the year ended December 31, 2014, including the change in fair value, for financial instruments in the Level 3 category. When a determination is made to classify a financial instrument within Level 3, the determination is based upon the significance of the unobservable parameters to the overall fair value measurement. However, Level 3 financial instruments typically include, in addition to the unobservable components, observable components (that is, components that are actively quoted and can be validated to external sources). Accordingly, the gain in the table below includes changes in fair value due in part to observable factors that are part of the methodology. | |||||||||||||||||||||
Fair Value Measurements Using Significant Unobservable Inputs (Level 3) | |||||||||||||||||||||
Year Ended December 31, 2014 | |||||||||||||||||||||
(In thousands) | Fair Value at | Total | Purchases, | Transfers | Fair Value at | Change in | |||||||||||||||
December 31, | Unrealized | Sales, | In and/or | December 31, | Unrealized Gain | ||||||||||||||||
2013 | Gain | Issuances, | Out of | 2014 | Related to | ||||||||||||||||
Included in | Settlements | Level 3 | Financial | ||||||||||||||||||
Earnings(1) | Instruments | ||||||||||||||||||||
Held at | |||||||||||||||||||||
December 31, | |||||||||||||||||||||
2014(1) | |||||||||||||||||||||
Derivative liabilities | $ | 367 | $ | (351 | ) | $ | — | $ | — | $ | 16 | $ | (351 | ) | |||||||
-1 | Reported as unrealized gain on derivatives in our consolidated statements of operations. | ||||||||||||||||||||
Credit Risk | |||||||||||||||||||||
We currently place our cash, restricted cash, cash equivalents and marketable securities with four financial institutions in the United States. Generally, these deposits may be redeemed upon demand and therefore, bear minimal risk. Deposits with banks may exceed the amount of insurance provided on such deposits. Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash equivalents and marketable securities. Cash equivalents and marketable securities currently consist of money market funds, U.S. government-sponsored enterprise securities, commercial paper and corporate notes. Our investment policy, approved by the audit committee of our board of directors, limits the amount we may invest in any one type of investment issuer, thereby reducing credit risk concentrations. | |||||||||||||||||||||
PROPERTY_AND_EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
PROPERTY AND EQUIPMENT | ||||||||
PROPERTY AND EQUIPMENT | ||||||||
3. PROPERTY AND EQUIPMENT | ||||||||
Property and equipment, stated at cost, is comprised of the following: | ||||||||
December 31, | ||||||||
(In thousands) | 2014 | 2013 | ||||||
Furniture and computer equipment | $ | 1,158 | $ | 1,092 | ||||
Lab equipment | 130 | 118 | ||||||
Leasehold improvements | 74 | 74 | ||||||
| | | | | | | | |
1,362 | 1,284 | |||||||
Less accumulated depreciation and amortization | (1,189 | ) | (1,192 | ) | ||||
| | | | | | | | |
$ | 173 | $ | 92 | |||||
| | | | | | | | |
| | | | | | | | |
EQUIPMENT_LINE
EQUIPMENT LINE | 12 Months Ended |
Dec. 31, 2014 | |
EQUIPMENT LINE | |
EQUIPMENT LINE | |
4. EQUIPMENT LINE | |
In 2009, we renewed our equipment financing facility and had approximately $500,000 available for borrowing. This facility was secured by a certificate of deposit. In 2014, we closed the certificate of deposit for our unused equipment line of credit upon maturity and transferred the cash proceeds to our cash operating accounts. This action also cancelled the availability of the equipment line of credit. We had no amounts due under this facility as of December 31, 2013. | |
ACCRUED_LIABILITIES
ACCRUED LIABILITIES | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
ACCRUED LIABILITIES | ||||||||
ACCRUED LIABILITIES | ||||||||
5. ACCRUED LIABILITIES | ||||||||
Accrued liabilities consisted of the following: | ||||||||
December 31, | ||||||||
(In thousands) | 2014 | 2013 | ||||||
Service provider obligations | $ | 408 | $ | 840 | ||||
Clinical trial costs | 513 | 326 | ||||||
Other | 616 | 617 | ||||||
| | | | | | | | |
$ | 1,537 | $ | 1,783 | |||||
| | | | | | | | |
| | | | | | | | |
RESTRUCTURING
RESTRUCTURING | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
RESTRUCTURINGS | |||||||||||
RESTRUCTURINGS | |||||||||||
6. RESTRUCTURINGS | |||||||||||
April 2013 Restructuring | |||||||||||
On April 25, 2013, we announced the decision to discontinue our discovery research programs and companion diagnostics program based on telomere length and close our research laboratory facility located at 200 Constitution Drive, Menlo Park, California. With this decision, a total of 20 positions were eliminated. In connection with this restructuring, we incurred aggregate restructuring charges of $1,370,000 for the year ended December 31, 2013, of which $624,000 related to one-time termination benefits, including $28,000 of non-cash stock-based compensation expense relating to the extension of the post-termination exercise period through the end of December 2013 for certain stock options previously granted to terminated employees, $200,000 related to non-cash charges for write-downs of excess equipment and leasehold improvements and $546,000 related to costs associated with the closure of our research laboratory facility. In connection with the decision to close our research laboratory facility, we entered into an amendment to the lease agreement for the 200 Constitution Drive facility under which the lease terminated effective December 31, 2013. As consideration for the early termination of the lease, we paid the landlord the remaining rents due under the original term of the lease as well as certain facility maintenance costs, all of which have been included in restructuring charges. The restructuring resulted in aggregate cash expenditures of $1,085,000 after adjustments and non-cash credits. In 2013, we received proceeds of $1,080,000 from the sale of excess laboratory equipment in connection with the closure of our research laboratory facility. All actions associated with this restructuring were completed in 2013, and we do not anticipate incurring any further charges in connection with this restructuring. | |||||||||||
The components of the accrued restructuring charges included on our consolidated balance sheet relating to the April 2013 restructuring are summarized in the following table. As of December 31, 2014, we had no remaining obligations related to the April 2013 restructuring: | |||||||||||
(In thousands) | Employee | Facility | Total | ||||||||
Severance and | Related | ||||||||||
Other Benefits | Charges | ||||||||||
Beginning accrual balance as of December 31, 2013 | $ | 21 | $ | 73 | $ | 94 | |||||
Cash payments | (19 | ) | (73 | ) | (92 | ) | |||||
Adjustments or non-cash credits | (2 | ) | — | (2 | ) | ||||||
| | | | | | | | | | | |
Ending accrual balance as of December 31, 2014 | $ | — | $ | — | $ | — | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
December 2012 Restructuring | |||||||||||
On December 3, 2012, we announced the decision to discontinue development of GRN1005. With this decision, a total of 43 positions were eliminated. In connection with this restructuring, we incurred aggregate restructuring charges of $2,794,000, of which $2,702,000 was recognized for the year ended December 31, 2012 and $92,000 was recognized for the year ended December 31, 2013. The aggregate restructuring charges consisted of $2,523,000 related to one-time termination benefits, including $107,000 of non-cash stock-based compensation expense relating to the extension of the post-termination exercise period through the end of December 2013 for certain stock options previously granted to terminated employees, and $271,000 related to non-cash charges for write-downs of GRN1005 manufacturing equipment. The restructuring resulted in aggregate cash expenditures of $2,271,000 after adjustments and non-cash credits. All actions associated with this restructuring were completed in 2013, and we do not anticipate incurring any further charges in connection with this restructuring. | |||||||||||
See Note 15 on Subsequent Event for discussion of an organizational resizing announced in March 2015. | |||||||||||
DIVESTITURE_OF_STEM_CELL_ASSET
DIVESTITURE OF STEM CELL ASSETS | 12 Months Ended |
Dec. 31, 2014 | |
DIVESTITURE OF STEM CELL ASSETS | |
DIVESTITURE OF STEM CELL ASSETS | |
7. DIVESTITURE OF STEM CELL ASSETS | |
On October 1, 2013, we closed the transaction to divest our human embryonic stem cell assets and our autologous cellular immunotherapy program pursuant to the terms of the previously disclosed asset contribution agreement, or the Contribution Agreement, that we entered into in January 2013 with BioTime, Inc., or BioTime, and BioTime's subsidiary, Asterias Biotherapeutics, Inc., or Asterias (formerly known as BioTime Acquisition Corporation). | |
In accordance with the terms of the Contribution Agreement, on October 1, 2013 we received 6,537,779 shares of Asterias Series A common stock representing 21.4% of Asterias' outstanding common stock as a class as of that date. We are also entitled to receive royalties from Asterias on the sale of products that are commercialized, if any, in reliance upon the patents we contributed to Asterias. In accordance with our contractual obligations under the Contribution Agreement, we distributed all of the shares of Asterias Series A common stock we received from Asterias to our stockholders on a pro rata basis, other than with respect to fractional shares and shares that would otherwise have been distributed to Geron stockholders residing in certain excluded jurisdictions, which shares, as required by the Contribution Agreement, were sold with the net cash proceeds therefrom distributed ratably to the stockholders who would otherwise have been entitled to receive such shares. We refer to the distribution by us of the Asterias Series A common stock, or cash in lieu thereof, as the Series A Distribution. We completed the Series A Distribution to eligible stockholders on August 15, 2014. As of December 31, 2014, we had no remaining obligations with respect to the Series A Distribution. | |
We accounted for the divestiture of the stem cell assets as a nonmonetary transaction since we transferred intangible assets in exchange for a non-controlling interest in Asterias. The stem cell assets we contributed consisted primarily of intellectual property and know-how and did not meet the definition of a business for accounting purposes. A business consists of three elements: (i) inputs, (ii) processes and (iii) outputs. To be considered a business, only inputs and processes are required, which together form an integrated set of activities used to create outputs. Since we did not contribute any processes, such as operational processes or an organized workforce with the skills and experience to provide the necessary processes capable of being applied to inputs to create outputs, we determined the stem cell assets only represented inputs and therefore were not considered an integrated set of activities. Due to the significant research and development necessary to realize the commercial potential of the stem cell assets, we expensed all research and development costs associated with the stem cell assets as incurred and therefore, there was no recorded amount, or carrying value, for the stem cell assets on our consolidated balance sheets. Since the divestiture of the stem cell assets represented the transfer of nonfinancial assets that do not meet the definition of a business in exchange for a non-controlling equity interest in Asterias, we accounted for the transaction using the carrying amount, or book value, of the assets surrendered with no gain or loss recognized on the exchange, consistent with our accounting policy for such transactions. Because the stem cell assets had a carrying amount of zero, we applied a carrying amount of zero to the Asterias Series A common stock received in the divestiture. | |
We applied the equity method of accounting to our investment in Asterias Series A common stock during the period of ownership from October 1, 2013 through August 15, 2014. Since our investment in Asterias had an initial carrying amount of zero upon the closing of the transactions contemplated by the Contribution Agreement on October 1, 2013 and we had no commitments to provide financial support or obligations to perform services or other activities for Asterias, we suspended the equity method of accounting on October 1, 2013. In addition, since Asterias incurred net losses during our period of ownership, no additional value has been recognized for Asterias Series A common stock. Accordingly, the completion of the Series A Distribution had no impact on our consolidated financial statements. | |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2014 | |
COMMITMENTS AND CONTINGENCIES. | |
COMMITMENTS AND CONTINGENCIES | |
8. COMMITMENTS AND CONTINGENCIES | |
Purported Securities and Derivative Lawsuits | |
On March 14, 2014, a purported securities class action lawsuit was commenced in the United States District Court for the Northern District of California, or the California District Court, naming as defendants us and certain of our officers. The lawsuit alleges violations of the Securities Exchange Act of 1934 in connection with allegedly false and misleading statements made by us related to our Phase 2 trial of imetelstat in patients with ET or PV. The plaintiff alleges, among other things, that we failed to disclose facts related to the occurrence of persistent low-grade LFT abnormalities observed in our Phase 2 trial of imetelstat in ET or PV patients and the potential risk of chronic liver injury following long-term exposure to imetelstat. The plaintiff seeks damages and an award of reasonable costs and expenses, including attorneys' fees. On March 28, 2014, a second purported securities class action lawsuit was commenced in the California District Court, and on June 6, 2014, a third purported securities lawsuit, not styled as a class action, was commenced in the United States District Court for the Southern District of Mississippi, or the Mississippi District Court, naming as defendants us and certain of our officers. These lawsuits, which are based on the same factual background as the purported securities class action lawsuit that commenced on March 14, 2014, also allege violations of the Securities Exchange Act of 1934 and seek damages and an award of reasonable costs and expenses, including attorneys' fees. On June 30, 2014, the California District Court consolidated both of the purported class actions filed in the California District Court and appointed a lead plaintiff and lead counsel to represent the purported class. On July 21, 2014, the California District Court ordered the lead plaintiff to file its consolidated amended complaint, which was filed on September 19, 2014. On August 11, 2014, we filed a motion to transfer the purported securities lawsuit filed in the Mississippi District Court to the California District Court. On November 4, 2014, the Mississippi District Court granted our motion and transferred the case to the California District Court, which was thereafter consolidated with the class actions. On November 18, 2014, we filed a motion with the California District Court to dismiss the consolidated amended complaint. The plaintiff's opposition to our motion to dismiss was filed on January 20, 2015, and we filed our reply on February 25, 2015. The court hearing for the motion to dismiss has been scheduled for April 10, 2015. We believe that we have meritorious defenses and intend to defend against these lawsuits vigorously. | |
On April 21, 2014, a stockholder purporting to act on our behalf filed a derivative lawsuit in the Superior Court of California for the County of San Mateo against certain of our officers and directors. The lawsuit alleges breaches of fiduciary duties by the defendants and other violations of law. In general, the lawsuit alleges that the defendants caused or allowed the dissemination of allegedly false and misleading statements related to our Phase 2 trial of imetelstat in patients with ET or PV. The plaintiff is seeking unspecified monetary damages and other relief, including reforms and improvements to our corporate governance and internal procedures. It is possible that additional derivative lawsuits will be filed with respect to these same or other matters and also naming our officers and directors as defendants. We have not yet responded to the derivative lawsuit, but intend to vigorously defend against the claims alleged and to seek dismissal of the lawsuit. | |
For a further discussion of these ongoing lawsuits, refer to the section entitled "Legal Proceedings" in Part I, Item 3 of this annual report Form 10-K. These lawsuits and any other related lawsuits are subject to inherent uncertainties, and the actual defense and disposition costs will depend upon many unknown factors. The outcome of these lawsuits is necessarily uncertain. We could be forced to expend significant resources in the defense against these and any other related lawsuits and we may not prevail. We currently are not able to estimate the possible cost to us from these lawsuits, as they are currently at an early stage, and we cannot be certain how long it may take to resolve these lawsuits or the possible amount of any damages that we may be required to pay. Such amounts could be material to our consolidated financial statements even if we prevail in the defense against these lawsuits. We have not established any reserves for any potential liability relating to these lawsuits. It is possible that we could, in the future, incur judgments or enter into settlements of claims for monetary damages. | |
Indemnifications to Officers and Directors | |
Our corporate bylaws require that we indemnify our officers and directors, as well as those who act as directors and officers of other entities at our request, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceedings arising out of their services to Geron. In addition, we have entered into separate indemnification agreements with each of our directors and officers which provide for indemnification of these directors and officers under similar circumstances and under additional circumstances. The indemnification obligations are more fully described in our bylaws and the indemnification agreements. We purchase standard insurance to cover claims or a portion of the claims made against our directors and officers. Since a maximum obligation is not explicitly stated in our bylaws or in our indemnification agreements and will depend on the facts and circumstances that arise out of any future claims, the overall maximum amount of the obligations cannot be reasonably estimated. We have no such obligations on our consolidated balance sheets as of December 31, 2014 and 2013. | |
Operating Lease Commitment | |
In February 2014, we amended the lease agreement for our premises at 149 Commonwealth Drive to extend the lease term through January 2016. As of December 31, 2014, future minimum payments under our operating lease for our premises at 149 Commonwealth Drive were approximately $959,000. Rent expense under our operating leases was approximately $936,000, $1,422,000 and $1,474,000 for the years ended December 31, 2014, 2013 and 2012, respectively. | |
Severance Plan | |
We have an Amended and Restated Severance Plan, or Severance Plan, that applies to all employees that are not subject to performance improvement plans, and most significantly provides for, among other benefits: (i) a severance payment upon a Change of Control Triggering Event and Separation from Service (as defined in the Severance Plan) and (ii) a severance payment for each non-executive employee upon a Non-Change of Control Triggering Event and Separation from Service (as defined in the Severance Plan). A Change of Control Triggering Event is defined as an event where: (i) an employee is terminated by us without cause in connection with a change of control or within 12 months following a change of control provided, however, that if an employee is terminated by us in connection with a change of control but immediately accepts employment with our successor or acquirer, the employee will not be eligible for the benefits outlined in the Severance Plan, (ii) an employee resigns because in connection with a change of control, the offered terms of employment (new or continuing) by us or our successor or acquirer within 30 days after the change of control results in a material change in the terms of employment, or (iii) after accepting (or continuing) employment with us after a change of control, an employee resigns within 12 months following a change of control due to a material change in the terms of employment. A Non-Change of Control Triggering Event is defined as an event where a non-executive employee is terminated by us without cause. Severance payments range from two to 18 months of base salary, depending on the employee's position with us, payable in a lump sum payment. The Severance Plan also provides that the provisions of employment agreements entered into between us and executive or non-executive employees supersede the provisions of the Severance Plan. As of December 31, 2014, all our executive officers have employment agreements with provisions that may provide greater severance benefits than those in the Severance Plan. | |
STOCKHOLDERS_EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
STOCKHOLDERS' EQUITY | |||||||||||||||||
STOCKHOLDERS' EQUITY | |||||||||||||||||
9. STOCKHOLDERS' EQUITY | |||||||||||||||||
Public Offering | |||||||||||||||||
On February 4, 2014, we completed an underwritten public offering of 25,875,000 shares of our common stock at a public offering price of $4.00 per share, resulting in net cash proceeds of approximately $96,805,000 after deducting the underwriting discount and offering expenses payable by us. | |||||||||||||||||
Warrants | |||||||||||||||||
As of December 31, 2014, the following warrants to purchase our common stock were outstanding and classified as equity: | |||||||||||||||||
Issuance Date | Exercise | Number of | Exercisable | Expiration | |||||||||||||
Price | Shares | Date | Date | ||||||||||||||
August 2011(1) | $ | 3.98 | 537,893 | Aug-11 | Aug-21 | ||||||||||||
Apr-05 | $ | 3.75 | 470,000 | Apr-05 | Apr-15 | ||||||||||||
| | | | | | | | | | | |||||||
1,007,893 | |||||||||||||||||
| | | | | | | | | | | |||||||
| | | | | | | | | | | |||||||
-1 | In connection with each disbursement under the loan agreement with CIRM, we were obligated to issue to CIRM a warrant to purchase Geron common stock. Such warrants and the underlying common stock were unregistered. We have no further obligations to issue any additional warrants to CIRM. In December 2014, CIRM exercised a warrant to purchase 461,382 shares of our common stock utilizing the net exercise provision in the warrant resulting in the issuance of 168,039 shares of our common stock. | ||||||||||||||||
Equity Plans | |||||||||||||||||
2002 Equity Incentive Plan | |||||||||||||||||
The 2002 Equity Incentive Plan, or 2002 Plan, expired in May 2012. Upon the adoption of the 2011 Incentive Award Plan in May 2011 (see below), no further grants of options or stock purchase rights were made from the 2002 Plan. Options granted under the 2002 Plan expire no later than ten years from the date of grant. Option exercise prices were equal to 100% of the fair market value of the underlying common stock on the date of grant. Service-based stock options under the 2002 Plan generally vested over a period of four years from the date of the option grant. Other stock awards (restricted stock awards and restricted stock units) had variable vesting schedules which were determined by our board of directors on the date of grant. | |||||||||||||||||
2011 Incentive Award Plan | |||||||||||||||||
In May 2011, our stockholders approved the adoption of the 2011 Incentive Award Plan, or 2011 Plan. Our board of directors administers the 2011 Plan. The 2011 Plan provides for grants to employees (including officers and employee directors) of either incentive stock or nonstatutory stock options and stock purchase rights to employees (including officers and employee directors) and consultants (including non-employee directors). As of December 31, 2014, an aggregate of 13,384,883 shares of our common stock were available for future grants of equity awards under the 2011 Plan. Pursuant to the terms of the 2011 Plan, any shares subject to outstanding stock options originally granted under the 2002 Plan or 1996 Directors' Stock Option Plan, or outstanding unvested restricted stock awards originally granted under the 2002 Plan, that expire or terminate for any reason prior to exercise or settlement or are forfeited because of the failure to meet a contingency or condition required to vest such shares shall become available for issuance under the 2011 Plan. Options granted under the 2011 Plan expire no later than ten years from the date of grant. Option exercise prices shall be equal to 100% of the fair market value of the underlying common stock on the date of grant. If, at the time we grant an option, the optionee directly or by attribution owns stock possessing more than 10% of the total combined voting power of all classes of our stock, the option price shall be at least 110% of the fair market value of the underlying common stock and shall not be exercisable more than five years after the date of grant. | |||||||||||||||||
We grant service-based stock options to employees under our 2011 Plan that generally vest over a period of four years from the date of the option grant. Other stock awards (restricted stock awards and restricted stock units) have variable vesting schedules as determined by our board of directors on the date of grant. | |||||||||||||||||
Under certain circumstances, options may be exercised prior to vesting, subject to our right to repurchase shares subject to such option at the exercise price paid per share. Our repurchase rights would generally terminate on a vesting schedule identical to the vesting schedule of the exercised option. During 2014, we have not repurchased any shares under the 2011 Plan. As of December 31, 2014, we have no shares outstanding subject to repurchase. | |||||||||||||||||
Our Non-Employee Director Compensation Policy adopted by our board of directors in March 2014 provides for the automatic grant of the following types of equity awards under the 2011 Plan: | |||||||||||||||||
First Director Option. Each person who becomes a non-employee director, whether by election by our stockholders or by appointment by our board of directors to fill a vacancy, will automatically be granted an option to purchase 70,000 shares of common stock on the date such person first becomes a non-employee director, or First Director Option. The First Director Option shall vest annually over three years upon each anniversary date of appointment to our board of directors. | |||||||||||||||||
Subsequent Director Option. Each non-employee director (other than any director receiving a First Director Option on the date of the annual meeting) will automatically be granted a subsequent option to purchase 35,000 shares of common stock, a Subsequent Director Option, on the date of the annual meeting of stockholders in each year during such director's service on our board of directors. The Subsequent Director Option vests one year from the date of grant. | |||||||||||||||||
1996 Directors' Stock Option Plan | |||||||||||||||||
The 1996 Directors' Stock Option Plan, or 1996 Directors Plan, expired in July 2006 upon which no further option grants were made from the 1996 Directors Plan. The options granted under the 1996 Directors Plan were nonstatutory stock options and expire no later than ten years from the date of grant. The option exercise price was equal to the fair market value of the underlying common stock on the date of grant. Options to purchase shares of common stock generally were 100% vested upon grant, except for options granted upon first appointment to the board of directors. These initial options vested annually over three years upon each anniversary date of appointment to the board of directors. | |||||||||||||||||
2006 Directors' Stock Option Plan | |||||||||||||||||
The 2006 Directors' Stock Option Plan, or 2006 Directors Plan, was terminated by our board of directors and replaced by the 2011 Plan in March 2014. No further grants of options were made from the 2006 Directors Plan upon the 2006 Directors Plan's termination. All outstanding awards granted under the 2006 Directors Plan remain subject to the terms of the 2006 Directors Plan and the individual grants made thereunder. | |||||||||||||||||
The options granted under the 2006 Directors Plan were nonstatutory stock options, and they expire no later than ten years from the date of grant. The option exercise price was equal to the fair market value of the underlying common stock on the date of grant. The First Director Option granted to non-employee members of the board of directors under the 2006 Directors Plan vested annually over three years upon each anniversary date of appointment to the board of directors. The Subsequent Director Option granted to non-employee members of the board of directors on the date of the annual meeting of stockholders in each year during such director's service on our board of directors under the 2006 Directors Plan vested one year from the date of grant. | |||||||||||||||||
Aggregate option and award activity for the 2002 Plan, 2011 Plan, 1996 Directors Plan and 2006 Directors Plan is as follows: | |||||||||||||||||
Outstanding Options | |||||||||||||||||
Shares | Number of | Weighted Average | Weighted Average | Aggregate | |||||||||||||
Available | Shares | Exercise Price | Remaining | Intrinsic | |||||||||||||
For Grant | Per Share | Contractual Life | Value | ||||||||||||||
(In years) | (In thousands) | ||||||||||||||||
Balance at December 31, 2013 | 16,207,250 | 15,576,216 | $ | 3.04 | $ | 33,798 | |||||||||||
Options granted | (5,658,931 | ) | 5,658,931 | $ | 4.85 | ||||||||||||
Awards granted | (59,330 | ) | — | $ | — | ||||||||||||
Options exercised | — | (662,626 | ) | $ | 1.94 | ||||||||||||
Options cancelled/forfeited | 3,613,577 | (3,613,577 | ) | $ | 5.48 | ||||||||||||
Awards cancelled/forfeited | 142,375 | — | $ | — | |||||||||||||
2006 Directors Plan termination | (860,058 | ) | — | $ | — | ||||||||||||
| | | | | | | | | | | | | | | | | |
Balance at December 31, 2014 | 13,384,883 | 16,958,944 | $ | 3.16 | 7.38 | $ | 16,038 | ||||||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Options exercisable at December 31, 2014 | 9,129,576 | $ | 3.12 | 6.47 | $ | 9,231 | |||||||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Options fully vested and expected to vest at December 31, 2014 | 16,225,022 | $ | 3.14 | 7.32 | $ | 15,546 | |||||||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
The aggregate intrinsic value in the preceding table represents the total intrinsic value, based on Geron's closing stock price of $3.25 per share as of December 31, 2014, which would have been received by the option holders had all the option holders exercised their options as of that date. | |||||||||||||||||
There were no options granted with an exercise price below or greater than fair market value of our common stock on the date of grant in 2014, 2013 or 2012. As of December 31, 2014, 2013 and 2012, there were 9,129,576, 8,144,040 and 10,410,194 exercisable options outstanding at weighted average exercise prices per share of $3.12, $4.26 and $5.49, respectively. | |||||||||||||||||
The total pretax intrinsic value of stock options exercised during 2014, 2013 and 2012 was $989,000, $2,787,000 and $100, respectively. Cash received from the exercise of options in 2014, 2013 and 2012 totaled approximately $1,286,000, $6,567,000 and $1,000, respectively. No income tax benefit was realized from stock options exercised in 2014 since we reported an operating loss. | |||||||||||||||||
Information about stock options outstanding as of December 31, 2014 is as follows: | |||||||||||||||||
Options Outstanding | |||||||||||||||||
Exercise Price Range | Number of | Weighted Average | Weighted Average | ||||||||||||||
Shares | Exercise Price | Remaining | |||||||||||||||
Per Share | Contractual Life | ||||||||||||||||
(In years) | |||||||||||||||||
$1.10 - $1.50 | 4,284,937 | $ | 1.42 | 7.41 | |||||||||||||
$1.51 - $2.14 | 4,278,382 | $ | 1.64 | 7.84 | |||||||||||||
$2.16 - $5.01 | 5,376,639 | $ | 4.29 | 7.91 | |||||||||||||
$5.05 - $9.32 | 3,018,986 | $ | 5.80 | 5.72 | |||||||||||||
| | | | | | | | | | | |||||||
$1.10 - $9.32 | 16,958,944 | $ | 3.16 | 7.38 | |||||||||||||
| | | | | | | | | | | |||||||
| | | | | | | | | | | |||||||
Aggregate restricted stock activity for the 2002 Plan, 2011 Plan and 2006 Directors Plan is as follows: | |||||||||||||||||
Number of | Weighted | Weighted Average | |||||||||||||||
Shares | Average | Remaining | |||||||||||||||
Grant Date | Contractual Term | ||||||||||||||||
Fair Value | (In years) | ||||||||||||||||
Per Share | |||||||||||||||||
Non-vested restricted stock at December 31, 2013 | 409,437 | $ | 4.84 | 0.82 | |||||||||||||
Granted | 59,330 | $ | 2.67 | ||||||||||||||
Vested | (265,422 | ) | $ | 4.47 | |||||||||||||
Cancelled/forfeited | (142,375 | ) | $ | 4.66 | |||||||||||||
| | | | | | | | | | | |||||||
Non-vested restricted stock at December 31, 2014 | 60,970 | $ | 4.73 | 0.37 | |||||||||||||
| | | | | | | | | | | |||||||
| | | | | | | | | | | |||||||
The total fair value of restricted stock that vested during 2014, 2013 and 2012 was $782,000, $252,000 and $936,000, respectively. | |||||||||||||||||
Employee Stock Purchase Plan | |||||||||||||||||
In March 2014, our board of directors adopted the 2014 Employee Stock Purchase Plan, or 2014 Purchase Plan. The 2014 Purchase Plan was approved by our stockholders in May 2014. The 2014 Purchase Plan replaced the 1996 Employee Stock Purchase Plan, or 1996 Purchase Plan, which was terminated effective as of the date the 2014 Purchase Plan was approved by our stockholders. However, outstanding purchase rights granted under the 1996 Purchase Plan prior to its termination remained subject to the terms of the 1996 Purchase Plan. A total of 968,829 shares of our common stock were issued under the 1996 Purchase Plan since its adoption in July 1996 and reserves of 231,171 shares of our common stock for future issuance under the 1996 Purchase Plan were cancelled as of the date of termination and became available for future issuance for other corporate purposes. Under the 2014 Purchase Plan, we are authorized to sell to eligible employees up to an aggregate of 1,000,000 shares of Geron common stock. As of December 31, 2014, 24,375 shares of our common stock have been issued under the 2014 Purchase Plan since its adoption. | |||||||||||||||||
Under the terms of the 2014 Purchase Plan, employees can choose to have up to 10% of their annual salary withheld to purchase our common stock. An employee may not make additional payments into such account or increase the withholding percentage during the offering period. | |||||||||||||||||
The 2014 Purchase Plan is comprised of a series of offering periods, each with a maximum duration (not to exceed 12 months) with new offering periods commencing on January 1st and July 1st of each year. The date an employee enters the offering period will be designated as the entry date for purposes of that offering period. An employee may only participate in one offering period at a time. Each offering period consists of two consecutive purchase periods of six months' duration, with the last day of such period designated a purchase date. | |||||||||||||||||
The purchase price per share at which common stock is purchased by the employee on each purchase date within the offering period is equal to 85% of the lower of (i) the fair market value per share of Geron's common stock on the employee's entry date into that offering period or (ii) the fair market value per share of Geron's common stock on the purchase date. If the fair market value of Geron's common stock on the purchase date is less than the fair market value at the beginning of the offering period, a new 12 month offering period will automatically begin on the first business day following the purchase date with a new fair market value. | |||||||||||||||||
Stock-Based Compensation for Employees and Directors | |||||||||||||||||
We measure and recognize compensation expense for all share-based payment awards made to employees and directors, including employee stock options, restricted stock awards and employee stock purchases, based on grant-date fair values for these instruments. We grant service-based stock options and restricted stock awards under our equity plans to employees, directors and consultants. The vesting period for employee options is generally four years. We use the Black Scholes option-pricing model to estimate the grant-date fair value of our stock options and employee stock purchases. The fair value for service-based restricted stock awards is determined using the fair value of our common stock on the date of grant. | |||||||||||||||||
In the past, our board of directors has awarded to our employees and directors performance-based restricted stock awards and market-based restricted stock awards. We have not recognized any stock-based compensation expense for performance-based restricted stock awards in our consolidated statements of operations for the years ended December 31, 2014, 2013 and 2012 as the achievement of the specified performance criteria was not considered probable during that time. All of these awards have been cancelled unvested as the performance conditions were not achieved within the respective performance periods. The fair value for market-based restricted stock awards was determined using a lattice valuation model with a Monte Carlo simulation. All previously granted market-based restricted stock awards have been cancelled unvested as the market conditions were not achieved within the specified performance period. | |||||||||||||||||
As stock-based compensation expense recognized in the consolidated statements of operations for the years ended December 31, 2014, 2013 and 2012 is based on awards ultimately expected to vest, it has been reduced for estimated forfeitures but at a minimum, reflects the grant-date fair value of those awards that actually vested in the period. Forfeitures have been estimated at the time of grant based on historical data and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. | |||||||||||||||||
We recognize stock-based compensation expense on a straight-line basis over the requisite service period, which is generally the vesting period. The following table summarizes the stock-based compensation expense related to stock options, restricted stock awards and employee stock purchases for the years ended December 31, 2014, 2013 and 2012 which was allocated as follows: | |||||||||||||||||
Year Ended December 31, | |||||||||||||||||
(In thousands) | 2014 | 2013 | 2012 | ||||||||||||||
Research and development | $ | 2,545 | $ | 1,741 | $ | 2,336 | |||||||||||
Restructuring charges | — | 28 | 107 | ||||||||||||||
General and administrative | 5,113 | 2,666 | 2,868 | ||||||||||||||
| | | | | | | | | | | |||||||
Stock-based compensation expense included in operating expenses | $ | 7,658 | $ | 4,435 | $ | 5,311 | |||||||||||
| | | | | | | | | | | |||||||
| | | | | | | | | | | |||||||
Modifications to the post-termination exercise period of outstanding options held by certain members of our executive management team resulted in additional stock-based compensation expense of $205,000 for the year ended December 31, 2013 and have been reflected in the above table. In addition, stock-based compensation expense has been recognized for the modification of the post-termination exercise period for certain stock options previously granted to employees affected by the April 2013 and December 2012 restructurings, which has been included in restructuring charges in our consolidated statements of operations. See Note 6 on Restructurings for further discussion of the restructurings. | |||||||||||||||||
The fair value of stock options granted in 2014, 2013 and 2012 has been estimated at the date of grant using the Black Scholes option-pricing model with the following assumptions: | |||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Dividend yield | 0% | 0% | 0% | ||||||||||||||
Expected volatility range | 0.898 to 0.922 | 0.742 to 0.792 | 0.631 to 0.740 | ||||||||||||||
Risk-free interest rate range | 1.64% to 1.92% | 0.80% to 1.97% | 0.81% to 1.25% | ||||||||||||||
Expected term | 5.5 yrs | 6 yrs | 6 yrs | ||||||||||||||
The fair value of employee stock purchases in 2014, 2013 and 2012 under the 2014 Purchase Plan and 1996 Purchase Plan has been estimated using the Black Scholes option-pricing model with the following assumptions: | |||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Dividend yield | 0% | 0% | 0% | ||||||||||||||
Expected volatility range | 0.835 to 1.666 | 0.506 to 1.391 | 0.458 to 0.774 | ||||||||||||||
Risk-free interest rate range | 0.06% to 0.15% | 0.09% to 0.21% | 0.06% to 0.21% | ||||||||||||||
Expected term range | 6 mos to 12 mos | 6 mos to 12 mos | 6 mos to 12 mos | ||||||||||||||
Dividend yield is based on historical cash dividend payments and Geron has paid no dividends to date. The expected volatility range is based on historical volatilities of our stock since traded options on Geron stock do not correspond to option terms and the trading volume of options is limited. The risk-free interest rate range is based on the U.S. Zero Coupon Treasury Strip Yields for the expected term in effect on the date of grant for an award. The expected term of options is derived from actual historical exercise and post-vesting cancellation data and represents the period of time that options granted are expected to be outstanding. The expected term of employees' purchase rights is equal to the purchase period. | |||||||||||||||||
Based on the Black Scholes option-pricing model, the weighted average estimated fair value of employee stock options granted during the years ended December 31, 2014, 2013 and 2012 was $3.57, $1.03 and $0.89 per share, respectively. The weighted average estimated fair value of employees' purchase rights for the years ended December 31, 2014, 2013 and 2012 was $2.10, $0.75 and $0.59 per share, respectively. As of December 31, 2014, total compensation cost related to unvested share-based payment awards not yet recognized, net of estimated forfeitures, was $15,032,000, which is expected to be recognized over the next 27 months on a weighted-average basis. | |||||||||||||||||
Stock-Based Compensation to Service Providers | |||||||||||||||||
We grant stock options and restricted stock awards to consultants from time to time in exchange for services performed for us. In general, the stock options and restricted stock awards vest over the contractual period of the consulting arrangement. We granted stock options to purchase 75,000, 80,000 and 50,000 shares of our common stock to consultants in 2014, 2013 and 2012, respectively. The fair value of stock options and restricted stock awards held by consultants is recorded as operating expenses over the vesting term of the respective equity awards. In addition, we will record any increase in the fair value of the stock options and restricted stock awards as the respective equity award vests. We recorded stock-based compensation expense of $94,000, $92,000 and $135,000 for the vested portion of the fair value of stock options and restricted stock awards held by consultants in 2014, 2013 and 2012, respectively. | |||||||||||||||||
We have also issued common stock to consultants and vendors in exchange for services either performed or to be performed for us. For these stock issuances, we record a prepaid asset equal to the fair market value of the shares on the date of issuance and amortize the fair value of the shares to our operating expenses on a pro-rata basis as services are performed or goods are received. In 2014, 2013 and 2012, we issued 71,239, 66,853 and 170,298 shares of common stock, respectively, in exchange for goods or services. In 2014, 2013 and 2012, we recognized approximately $158,000, $202,000 and $1,010,000, respectively, of expense in connection with stock grants to consultants and vendors. As of December 31, 2014, $7,000 related to consultant and vendor stock issuances remained as a prepaid asset which is being amortized to our operating expenses on a pro-rata basis as services are incurred or goods are received. | |||||||||||||||||
Common Stock Reserved for Future Issuance | |||||||||||||||||
Common stock reserved for future issuance as of December 31, 2014 is as follows: | |||||||||||||||||
Outstanding stock options | 16,958,944 | ||||||||||||||||
Options and awards available for grant | 13,384,883 | ||||||||||||||||
Employee stock purchase plan | 975,625 | ||||||||||||||||
Warrants outstanding | 1,007,893 | ||||||||||||||||
| | | | | |||||||||||||
Total | 32,327,345 | ||||||||||||||||
| | | | | |||||||||||||
| | | | | |||||||||||||
401(k) Plan | |||||||||||||||||
We sponsor a defined-contribution savings plan under Section 401(k) of the Internal Revenue Code covering all full-time U.S. employees, or the Geron 401K Plan. Participating employees may contribute up to the annual Internal Revenue Service contribution limit. The Geron 401K Plan also permits us to provide discretionary matching and profit sharing contributions. The Geron 401K Plan is intended to qualify under Section 401 of the Internal Revenue Code so that contributions by employees or by us, and income earned on the contributions, are not taxable to employees until withdrawn from the Geron 401K Plan. Our contributions, if any, will be deductible by us when made. | |||||||||||||||||
In 2014, our board of directors approved a cash matching contribution equal to 50% of each employee's contributions, which was fully vested when paid. We provided the 2014 matching contribution in February 2015. In 2013 and 2012, our board of directors approved a matching contribution equal to 75% and 100% of each employee's contributions, respectively. Those matching contributions were made in our common stock and vest ratably over four years for each year of service completed by the employee, commencing from the date of hire, until they are fully vested when the employee has completed four years of service. | |||||||||||||||||
For the vested portion of the 2014 match, we recorded $175,000 as research and development expense and $143,000 as general and administrative expense. For the vested portion of the 2013 match, we recorded $156,000 as research and development expense and $157,000 as general and administrative expense. For the vested portion of the 2012 match, we recorded $616,000 as research and development expense and $259,000 as general and administrative expense. Due to the number of positions eliminated in the previous restructurings, a partial plan termination was triggered in both 2013 and 2012. We accelerated the vesting of unvested prior employer matches for employees affected by the respective restructurings, which resulted in $266,000 and $370,000 of operating expenses in 2013 and 2012, respectively. As of December 31, 2014, approximately $273,000 remained unvested for the 2013, 2012 and 2011 matches which will be amortized to operating expenses as the corresponding years of service are completed by the employees. | |||||||||||||||||
Sales Agreement | |||||||||||||||||
On October 8, 2012, we entered into an At-the-Market Issuance Sales Agreement, or sales agreement, with MLV & Co. LLC, or MLV, pursuant to which we may elect to issue and sell shares of our common stock having an aggregate offering price of up to $50,000,000 from time to time into the open market at prevailing prices through MLV as our sales agent. We will pay MLV an aggregate commission rate equal to up to 3.0% of the gross proceeds of the sales price per share for common stock sold through MLV under the sales agreement. Pursuant to the sales agreement, sales of common stock will be made in such quantities and on such minimum price terms as we may set from time to time. We are not obligated to make any sales of common stock under the sales agreement. As of December 31, 2014, we had not sold any common stock pursuant to the sales agreement. The sales agreement will expire in October 2015 unless extended by the parties. | |||||||||||||||||
LICENSE_AGREEMENTS
LICENSE AGREEMENTS | 12 Months Ended |
Dec. 31, 2014 | |
LICENSE AGREEMENTS | |
LICENSE AGREEMENTS | |
10. LICENSE AGREEMENTS | |
Janssen Biotech, Inc. | |
In November 2014, we and Janssen Biotech, Inc., or Janssen, entered into an exclusive collaboration and license agreement, or Collaboration Agreement, to develop and commercialize imetelstat worldwide for oncology, including hematologic myeloid malignancies, and all other human therapeutic uses. Upon the early termination of the waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, the Collaboration Agreement became effective on December 15, 2014. Upon the effectiveness of the Collaboration Agreement, we received $35,000,000 from Janssen as an upfront payment. | |
Under the Collaboration Agreement, we granted to Janssen exclusive worldwide rights to develop and commercialize imetelstat for all indications, and Janssen is responsible for the development, manufacturing and commercialization of, and seeking regulatory approval for, imetelstat worldwide. Under the Collaboration Agreement, development of imetelstat will initially proceed under a mutually agreed joint clinical development plan, or CDP, which includes two agreed upon Phase 2 studies to be pursued initially, one in myelofibrosis, or the Initial Phase 2 MF Study, and one in myelodysplastic syndrome, or the Initial Phase 2 MDS Study, as well as additional, possible registration studies in myelofibrosis, or MF, and myelodysplastic syndrome, or MDS, and possible exploratory Phase 2 and potential follow-on Phase 3 studies in acute myelogenous leukemia, or AML. Development costs for the Initial Phase 2 MF Study and the Initial Phase 2 MDS Study will be shared between the parties on a 50/50 basis. We expect Janssen to initiate the Initial Phase 2 MF Study in mid-2015, followed later by the Initial Phase 2 MDS Study to be initiated at the end of 2015. | |
Following the protocol-specified primary analysis of the Initial Phase 2 MF Study or after a certain time period after the initiation of the first Phase 3 MF study, Janssen must notify us whether it elects to maintain its license rights and continue to advance the development of imetelstat in any indication. In the event that the Initial Phase 2 MF Study has been terminated early or suspended, Janssen must instead notify us of its election by the date that is the later of 24 months from the initiation of the planned Initial Phase 2 MDS Study or 24 months from the termination of the planned Initial Phase 2 MF Study or commencement of the suspension period, as applicable. | |
In the event that Janssen elects to continue to maintain its license rights and advance the development of imetelstat in any indication within the applicable timeframe set forth in the Collaboration Agreement (such election, the Continuation Election), we then would have an option, or the U.S. Opt-In Rights, to share further U.S. development and promotion costs in exchange for higher tiered royalty rates and higher future milestone payments if imetelstat is successfully developed and approved. If we exercise our U.S. Opt-In Rights, then the parties would share U.S. development and promotion costs on a 20/80 basis (Geron 20%, Janssen 80%), we would receive a $65,000,000 milestone payment, or Continuation Fee, at the time of the Continuation Election, and would be eligible to receive additional potential payments of up to $470,000,000 in development and regulatory milestones, up to $350,000,000 in sales milestones, and tiered royalties ranging from a mid-teens up to low twenties percentage rate on worldwide net sales of imetelstat in any countries where regulatory exclusivity exists or there are valid claims under the patent rights exclusively licensed to Janssen. In addition, if we exercise our U.S. Opt-In Rights, we then would also have a separate option, or the Co-Promotion Option, to provide 20% of the U.S. selling effort with sales force personnel, in lieu of funding 20% of U.S. promotion costs, upon regulatory approval and commercial launch of imetelstat in the United States. Such co-promotion would be conducted under a Janssen prepared promotion plan, and in accordance with a co-promotion agreement to be agreed by the parties at the time of our exercise of our Co-Promotion Option. We would be responsible for all costs associated with establishing and maintaining a sales force in any conduct of such co-promotion. All product sales would be booked by Janssen. If we do not exercise our U.S. Opt-In Rights, then all further development and promotion costs beyond the Initial Phase 2 MF Study or Initial Phase 2 MDS Study would be borne by Janssen, we would receive the $65,000,000 Continuation Fee at the time of the Continuation Election plus a $70,000,000 payment, or Full U.S. Rights Fee, for Janssen's retention of full U.S. rights to imetelstat, and would be eligible to receive additional potential payments of up to $415,000,000 in development and regulatory milestones, up to $350,000,000 in sales milestones, and tiered royalties ranging from a double-digit up to mid-teens percentage rate on worldwide net sales of imetelstat in any countries where regulatory exclusivity exists or there are valid claims under the patent rights exclusively licensed to Janssen. | |
Under the terms of the Collaboration Agreement, we remain responsible for prosecuting, at Janssen's direction, the patents licensed to Janssen at the time we entered into the Collaboration Agreement, with costs shared between us and Janssen on a 50/50 basis. For intellectual property developed under the Collaboration Agreement, or Development IP, the party having sole ownership interest in such Development IP would be responsible for prosecuting the patents, with Janssen bearing all of the costs for Development IP solely owned by Janssen and costs shared between the parties on a 50/50 basis for Development IP either jointly owned or solely owned by us. | |
Under the terms of the Collaboration Agreement, we and Janssen created a joint governance structure, including joint development and steering committees and working groups, to oversee and manage worldwide regulatory, development and manufacturing work under the joint CDP and promotional activities (assuming we exercises our U.S. Opt-In Rights) for imetelstat, with Janssen responsible for the operational implementation of those activities. In addition, either of the parties may propose to the joint development committee imetelstat development for any new indications not then provided for in the joint CDP and if the parties agree such development should be conducted outside of the joint CDP, each of Geron and Janssen would be entitled to independently undertake such development at its own cost, subject to the other party's obligation to provide reimbursement for its specified portion of the costs plus a premium for such independent development following marketing approval of imetelstat in such newly proposed indication as a result of such independent development. In the event that we do not exercise our U.S. Opt-In Rights following Janssen's Continuation Election, the joint governance structure under the Collaboration Agreement would be dissolved, a joint oversight committee would monitor the progress of the collaboration, and we would have no further rights to conduct any independent imetelstat development. | |
After a Continuation Election by Janssen, the Collaboration Agreement would remain in effect until the expiration of the last-to-expire patent or the royalty obligations on sales of imetelstat cease, unless terminated earlier. If Janssen does not effect a Continuation Election, then the Collaboration Agreement would terminate and all rights would revert to us. Janssen may terminate the Collaboration Agreement at any time for convenience and due to a safety-related concern. If a notice of termination from Janssen occurs, we would be entitled to certain continued operational support and cost-sharing under various circumstances and all rights would revert to us. | |
The terms of the Janssen Collaboration Agreement contain multiple deliverables, which include at inception: (i) exclusive worldwide rights to develop and commercialize imetelstat for all indications, (ii) transfer of know-how and intellectual property, including our obligation to procure supply for manufacturing imetelstat for up to nine months after the effective date of the Collaboration Agreement, (iii) participation on the joint steering committees and working groups and (iv) potential participation in selling imetelstat in the United States, if approved for commercial sale. We concluded the license for exclusive worldwide rights to develop and commercialize imetelstat has standalone value to Janssen based on the technical and financial resources of Janssen, including Janssen's drug development experience, sizeable employee base with specific experience in hematologic malignancies, and sufficient capital to independently develop imetelstat on a global basis. Since Janssen has final decision-making authority in the event a unanimous decision cannot be reached by the joint steering committees, we determined our participation on the joint steering committees does not represent a non-contingent deliverable under the Collaboration Agreement. In addition, we determined our potential participation in selling imetelstat in the United States does not represent a non-contingent deliverable because such participation is uncertain and dependent on the drug being approved for commercial sale, which is not within our control. Accordingly, we have determined delivery of the license rights granted by us to Janssen, together with our performance of the technology transfer-related activities, represents the sole non-contingent deliverable under the Collaboration Agreement. Therefore, we will account for our delivery of the license rights and our performance of the technology transfer-related activities as a single unit of accounting. We currently expect completion of the technology transfer-related activities to occur by September 30, 2015 at which point we expect to fully recognize the $35,000,000 upfront payment from Janssen as license fee revenue. As a result, we have not recognized any revenue related to the Collaboration Agreement in 2014. We have determined that each of the additional potential milestone payments to us under the Collaboration Agreement, including: (i) the Continuation Fee at the time of the Continuation Election, (ii) the Full U.S. Rights Fee if we do not exercise our U.S. Opt-In Rights and (iii) payments based on the achievement of certain development, regulatory or commercial milestones, represent substantive milestones. Consequently, we will recognize revenue for these payments in their entirety upon successful accomplishment of the respective milestone. Royalties on future product sales of imetelstat, if successfully commercialized under the Collaboration Agreement, will be recognized as revenue when earned. | |
The cost-sharing arrangement with Janssen for the Initial Phase 2 MF Study and the Initial Phase 2 MDS Study began in 2015. Therefore, we have not recorded any payables to Janssen or receivables from Janssen in 2014. | |
GE Healthcare UK Limited | |
In June 2009, we entered into a worldwide exclusive license and alliance agreement with GE Healthcare UK, Limited, or GEHC, to develop and commercialize cellular assay products derived from human embryonic stem cells, or hESCs, for use in drug discovery, development and toxicity screening. In connection with the GEHC agreement, we recognized $825,000 as license fee revenue in our consolidated statements of operations for the year ended December 31, 2012 which reflects the full recognition of a license payment from GEHC related to the exercise of an option to expand the scope of their original 2009 license agreement to include exclusive global rights to our intellectual property and know-how for the development and sale of cellular assays derived from induced pluripotent stem cells. Upon the closing of the divestiture of our stem cell assets on October 1, 2013, the GEHC agreement, including any future revenue payments thereunder, was transferred to Asterias. No license fee revenue was recognized under the GEHC agreement in 2013. For a further discussion of the divestiture of our stem cell assets, see Note 7 on Divestiture of Stem Cell Assets. | |
Telomerase Activation Sciences, Inc. | |
In December 2012, we entered into a Termination and Assignment Agreement, or the Assignment Agreement, with Asia Biotech Corporation, or Asia Biotech, and Telomerase Activation Sciences, Inc., or TA Sciences, pursuant to which we agreed to assign to TA Sciences the intellectual property, including patents previously licensed to Asia Biotech, related to our telomerase activation technology. As consideration for the assignment and fulfillment of the obligations set forth in the Assignment Agreement, we received a non-refundable, upfront payment of $2,500,000 from TA Sciences, which we recognized in full as other income in our consolidated statements of operations for the year ended December 31, 2012, and TA Sciences does not have further payment obligations to us. In addition, Asia Biotech's future royalty obligations under the original license agreement have been terminated. | |
INCOME_TAXES
INCOME TAXES | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
INCOME TAXES | ||||||||
INCOME TAXES | ||||||||
11. INCOME TAXES | ||||||||
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of our deferred tax assets are as follows: | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
(In thousands) | ||||||||
Net operating loss carryforwards | $ | 281,300 | $ | 271,800 | ||||
Purchased technology | — | 6,300 | ||||||
Research credits | 23,400 | 22,700 | ||||||
Capitalized research and development | 2,100 | 6,600 | ||||||
License fees | 500 | 700 | ||||||
Other—net | 7,600 | 10,100 | ||||||
| | | | | | | | |
Total deferred tax assets | 314,900 | 318,200 | ||||||
Valuation allowance for deferred tax assets | (314,900 | ) | (318,200 | ) | ||||
| | | | | | | | |
Net deferred tax assets | $ | — | $ | — | ||||
| | | | | | | | |
| | | | | | | | |
We record net deferred tax assets to the extent we believe these assets will more likely than not be realized. In making such determination, we consider all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent financial performance. Forming a conclusion that a valuation allowance is not required is difficult when there is negative evidence such as cumulative losses in recent years. Because of our history of losses, the net deferred tax assets have been fully offset by a valuation allowance. The valuation allowance decreased by $3,300,000 and $5,500,000 during the years ended December 31, 2014 and 2013, respectively, and increased by $14,200,000 during the year ended December 31, 2012. Approximately $4,900,000 of the valuation allowance for deferred tax assets relates to benefits of stock option deductions which, when recognized, will be allocated directly to contributed capital. | ||||||||
As of December 31, 2014, we had domestic federal net operating loss carryforwards of approximately $774,000,000 expiring at various dates beginning in 2018 through 2034, and state net operating loss carryforwards of approximately $395,000,000 expiring at various dates beginning in 2015 through 2034, if not utilized. We also had federal research and development tax credit carryforwards of approximately $14,900,000 expiring at various dates beginning in 2018 through 2034, if not utilized. Our state research and development tax credit carryforwards of approximately $13,000,000 carry forward indefinitely. | ||||||||
Due to the change of ownership provisions of the Tax Reform Act of 1986, utilization of a portion of our domestic net operating loss and tax credit carryforwards may be limited in future periods. Further, a portion of the carryforwards may expire before being applied to reduce future income tax liabilities. | ||||||||
We adopted the provision of the standard for accounting for uncertainties in income taxes on January 1, 2007. Upon adoption, we recognized no material adjustment in the liability for unrecognized tax benefits. At December 31, 2014, we had approximately $17,100,000 of unrecognized tax benefits, none of which would currently affect our effective tax rate if recognized due to our deferred tax assets being fully offset by a valuation allowance. | ||||||||
A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows (in thousands): | ||||||||
Balance as of December 31, 2013 | $ | 11,600 | ||||||
Increase related to prior year tax positions | 5,100 | |||||||
Increase related to current year tax positions | 400 | |||||||
Settlements | — | |||||||
Reductions due to lapse of applicable statute of limitations | — | |||||||
| | | | | ||||
Balance as of December 31, 2014 | $ | 17,100 | ||||||
| | | | | ||||
| | | | | ||||
If applicable, we would classify interest and penalties related to uncertain tax positions in income tax expense. Through December 31, 2014, there has been no interest expense or penalties related to unrecognized tax benefits. | ||||||||
We do not currently expect any significant changes to unrecognized tax benefits during the fiscal year ended December 31, 2015. In certain cases, our uncertain tax positions are related to tax years that remain subject to examination by the relevant tax authorities. Tax years for which we have carryforward net operating loss and credit attributes remain subject to examination by federal and most state tax authorities. | ||||||||
SEGMENT_INFORMATION
SEGMENT INFORMATION | 12 Months Ended |
Dec. 31, 2014 | |
SEGMENT INFORMATION | |
SEGMENT INFORMATION | |
12. SEGMENT INFORMATION | |
Our executive management team represents our chief decision maker. We view our operations as one segment, the discovery and development of therapeutic products for oncology. As a result, the financial information disclosed herein materially represents all of the financial information related to our principal operating segment. | |
CONSOLIDATED_STATEMENTS_OF_CAS1
CONSOLIDATED STATEMENTS OF CASH FLOW DATA | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
CONSOLIDATED STATEMENTS OF CASH FLOW DATA | |||||||||||
CONSOLIDATED STATEMENTS OF CASH FLOW DATA | |||||||||||
13. CONSOLIDATED STATEMENTS OF CASH FLOWS DATA | |||||||||||
Year Ended December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||
(In thousands) | |||||||||||
Supplemental operating activities: | |||||||||||
Issuance of common stock for services rendered to date or to be received in future periods | $ | — | $ | — | $ | 69 | |||||
Issuance of common stock for 401(k) matching contributions | $ | 313 | $ | 839 | $ | 1,361 | |||||
Reclassification between deposits and other current assets | $ | 190 | $ | 219 | $ | 526 | |||||
Supplemental investing activities: | |||||||||||
Net unrealized loss on marketable securities | $ | (70 | ) | $ | (54 | ) | $ | (38 | ) | ||
We have not made any cash payments for taxes or interest for the years ended December 31, 2014, 2013 and 2012. | |||||||||||
SELECTED_QUARTERLY_FINANCIAL_I
SELECTED QUARTERLY FINANCIAL INFORMATION (UNAUDITED) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
SELECTED QUARTERLY FINANCIAL INFORMATION (UNAUDITED) | ||||||||||||||
SELECTED QUARTERLY FINANCIAL INFORMATION (UNAUDITED) | ||||||||||||||
14. SELECTED QUARTERLY FINANCIAL INFORMATION (UNAUDITED) | ||||||||||||||
First | Second | Third | Fourth | |||||||||||
Quarter | Quarter | Quarter | Quarter | |||||||||||
(In thousands, except per share amounts) | ||||||||||||||
Year Ended December 31, 2014 | ||||||||||||||
Revenues | $ | 474 | $ | 341 | $ | 160 | $ | 178 | ||||||
Operating expenses | 9,205 | 9,004 | 10,067 | 9,189 | ||||||||||
Net loss | (8,440 | ) | (8,734 | ) | (9,549 | ) | (8,947 | ) | ||||||
Basic and diluted net loss per share | $ | (0.06 | ) | $ | (0.06 | ) | $ | (0.06 | ) | $ | (0.06 | ) | ||
Year Ended December 31, 2013 | ||||||||||||||
Revenues | $ | 765 | $ | 112 | $ | 181 | $ | 225 | ||||||
Operating expenses(1) | 12,750 | 9,077 | 8,914 | 9,500 | ||||||||||
Net loss | (11,897 | ) | (8,947 | ) | (8,254 | ) | (9,281 | ) | ||||||
Basic and diluted net loss per share | $ | (0.09 | ) | $ | (0.07 | ) | $ | (0.06 | ) | $ | (0.07 | ) | ||
-1 | The fourth quarter of 2013 includes approximately $430,000 in restructuring charges in connection with the closure our research laboratory facility located at 200 Constitution Drive, Menlo Park, California. See Note 6 on Restructurings. | |||||||||||||
Basic and diluted net losses per share are computed independently for each of the quarters presented. Therefore, the sum of the quarters may not be equal to the full year net loss per share amounts. | ||||||||||||||
SUBSEQUENT_EVENT
SUBSEQUENT EVENT | 12 Months Ended |
Dec. 31, 2014 | |
SUBSEQUENT EVENT | |
SUBSEQUENT EVENT | |
15. SUBSEQUENT EVENT | |
In light of projected reduced operational demands as a result of the Collaboration Agreement with Janssen, on March 3, 2015, we announced an organizational resizing to reduce our workforce from 39 to 21 positions, representing a reduction of approximately 46% of our workforce. We expect the majority of the reduction in our workforce to be completed by the end of the third quarter of 2015. In connection with the resizing, we anticipate incurring aggregate restructuring charges of approximately $1,900,000, of which approximately $1,500,000 is expected be paid in cash during 2015. The aggregate projected restructuring charges represent one-time termination benefits, comprised principally of severance, benefit continuation costs, outplacement services and non-cash stock-based compensation expense associated with the elimination of 18 positions. The majority of these charges are expected to be recognized in the first half of 2015. We may incur other charges and will record these expenses in the appropriate period as they are determined. | |
ORGANIZATION_AND_SUMMARY_OF_SI1
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||||||
Principles of Consolidation | ||||||||
Principles of Consolidation | ||||||||
The consolidated financial statements include the accounts of Geron and our former wholly-owned subsidiary, Geron Bio-Med Ltd. (Geron Bio-Med), a United Kingdom company. In March 2012, the board of directors and shareholders of Geron Bio-Med approved actions to commence a voluntary winding up of the company. The full wind up of Geron Bio-Med was completed in August 2012. Prior to 2013, we eliminated intercompany accounts and transactions and prepared the financial statements of Geron Bio-Med using the local currency as the functional currency. We translated the assets and liabilities of Geron Bio-Med at rates of exchange at the balance sheet date and translated income and expense items at average monthly rates of exchange. The resultant translation adjustments were included in accumulated other comprehensive income (loss), a separate component of stockholders' equity. | ||||||||
Net Loss Per Share | ||||||||
Net Loss Per Share | ||||||||
Basic earnings (loss) per share is calculated based on the weighted average number of shares of common stock outstanding during the period. Diluted earnings (loss) per share is calculated based on the weighted average number of shares of common stock and potential dilutive securities outstanding during the period. Potential dilutive securities primarily consist of outstanding stock options, restricted stock awards and warrants to purchase common stock and are determined using the treasury stock method at an average market price during the period. | ||||||||
Because we are in a net loss position, diluted loss per share excludes the effects of potential dilutive securities. Had we been in a net income position, diluted earnings per share would have included the shares used in the computation of basic net loss per share as well as an additional 3,072,340, 532,120 and 11,497 shares for 2014, 2013 and 2012, respectively, related to outstanding stock options, restricted stock awards and warrants (as determined using the treasury stock method at the estimated average market value). | ||||||||
Use of Estimates | ||||||||
Use of Estimates | ||||||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. On a regular basis, management evaluates these estimates and assumptions. Actual results could differ from those estimates. | ||||||||
Fair Value of Financial Instruments | ||||||||
Fair Value of Financial Instruments | ||||||||
Cash Equivalents and Marketable Securities | ||||||||
We consider all highly liquid investments with an original maturity of three months or less to be cash equivalents. We are subject to credit risk related to our cash equivalents and marketable securities. We place our cash and cash equivalents in money market funds and cash operating accounts. Our marketable securities include U.S. government-sponsored enterprise securities, commercial paper and corporate notes with original maturities ranging from four to 19 months. | ||||||||
We classify our marketable securities as available-for-sale. We record available-for-sale securities at fair value with unrealized gains and losses reported in accumulated other comprehensive income (loss) in stockholders' equity. Realized gains and losses are included in interest and other income and are derived using the specific identification method for determining the cost of securities sold and have been insignificant to date. Dividend and interest income are recognized when earned and included in interest and other income in our consolidated statements of operations. We recognize a charge when the declines in the fair values below the amortized cost basis of our available-for-sale securities are judged to be other-than-temporary. We consider various factors in determining whether to recognize an other-than-temporary charge, including whether we intend to sell the security or whether it is more likely than not that we would be required to sell the security before recovery of the amortized cost basis. Declines in market value associated with credit losses judged as other-than-temporary result in a charge to interest and other income. Other-than-temporary charges not related to credit losses are included in accumulated other comprehensive income (loss) in stockholders' equity. We have not recorded any other-than-temporary impairment charges for our available-for-sale securities for the years ended December 31, 2014, 2013 and 2012. See Note 2 on Fair Value Measurements. | ||||||||
Non-Marketable Equity Investments | ||||||||
Non-marketable equity investments in companies in which we own less than 20% of the outstanding voting stock and do not otherwise have the ability to exert significant influence over the investees are carried at cost, as adjusted for other-than-temporary impairments. We apply the equity method of accounting for investments in non-marketable nonpublic companies in which we own more than 20% of the outstanding voting stock or otherwise have the ability to exert significant influence over the investees. Under this method, we increase (decrease) the carrying value of our investment by a proportionate share of the investee's earnings (losses). If losses exceed the carrying value of the investment, losses are then applied against any advances to the investee, including any commitment to provide financial support, until those amounts are reduced to zero. Commitments to provide financial support include formal guarantees, implicit arrangements, reputational expectations, intercompany relationships or a consistent past history of providing financial support. The equity method is then suspended until the investee has earnings. Any proportionate share of investee earnings is first applied to the share of accumulated losses not recognized during the period the equity method was suspended. We recognize previously suspended losses to the extent additional investment is determined to represent the funding of prior losses. See Note 7 on Divestiture of Stem Cell Assets. | ||||||||
Fair Value of Derivatives | ||||||||
For non-employee options classified as liabilities, the fair value of these instruments is recorded on the consolidated balance sheet at inception and adjusted to fair value at each financial reporting date. The change in fair value of the non-employee options is recorded in the consolidated statements of operations as unrealized gain (loss) on derivatives. Fair value of non-employee options is estimated using the Black Scholes option-pricing model. The non-employee options continue to be reported as a liability until such time as the instruments are exercised or expire or are otherwise modified to remove the provisions which require this treatment, at which time these instruments are marked to fair value and reclassified from liabilities to stockholders' equity. For non-employee options classified as permanent equity, the fair value of the non-employee options is recorded in stockholders' equity as of their respective vesting dates and no further adjustments are made. See Note 2 on Fair Value Measurements. | ||||||||
Nonmonetary Transactions | ||||||||
Nonmonetary Transactions | ||||||||
We account for nonmonetary transactions based on the fair values of the assets (or services) involved. The cost of a nonmonetary asset acquired in exchange for another nonmonetary asset is the fair value of the asset surrendered to obtain it with a gain or loss recognized on the exchange. We use the fair value of the asset received to measure the cost if it is more clearly evident than the fair value of the asset surrendered. If the fair value of neither the assets received nor the assets relinquished is determinable within reasonable limits, we use the recorded amount (or carrying value) of the nonmonetary assets relinquished to account for the exchange. Similarly, we use carrying value for an exchange of controlled assets that do not meet the definition of a business for a non-controlling non-marketable equity interest in a company with no gain or loss recognized on the exchange. See Note 7 on Divestiture of Stem Cell Assets. | ||||||||
Revenue Recognition | ||||||||
Revenue Recognition | ||||||||
In general, we recognize revenue for each unit of accounting when all of the following criteria have been met: (a) persuasive evidence of an arrangement exists, (b) delivery has occurred or services have been rendered, (c) the seller's price to the buyer is fixed or determinable, and (d) collectability is reasonably assured. Amounts received prior to satisfying these revenue recognition criteria are recorded as deferred revenue. Amounts expected to be recognized as revenue within the 12 months following the balance sheet date are classified as current deferred revenue. Amounts not expected to be recognized as revenue within the 12 months following the balance sheet date are classified as noncurrent deferred revenue. | ||||||||
License and/or Collaboration Agreements | ||||||||
In addition to the Collaboration Agreement with Janssen, we have entered into several license or collaboration agreements with various oncology, diagnostics, research tools and biologics production companies. Economic terms in these agreements may include non-refundable license payments in cash or equity securities, option payments in cash or equity securities, cost reimbursements, cost-sharing arrangements, milestone payments, royalties on future sales of products, or any combination of these items. In applying the appropriate revenue recognition guidance related to these agreements, we first assess whether the arrangement contains multiple elements. In this evaluation, we consider: (1) the deliverables included in the arrangement and (2) whether the individual deliverables represent separate units of accounting or whether they must be accounted for as a combined unit of accounting. This evaluation involves subjective determinations and requires us to make judgments about the individual deliverables and whether such deliverables are separable from the other aspects of the contractual relationship. Deliverables are considered separate units of accounting provided that: (i) the delivered item(s) has value to the customer on a standalone basis, and if (ii) the arrangement includes a general right of return relative to the delivered item(s), delivery or performance of the undelivered item(s) is considered probable and substantially in our control. In assessing whether an item has standalone value, we consider factors such as the research, manufacturing and commercialization capabilities of the collaboration partner and the availability of the associated expertise in the general marketplace. In addition, we consider whether the collaboration partner can use the other deliverable(s) for their intended purpose without the receipt of the remaining element(s), whether the value of the deliverable is dependent on the undelivered item(s) and whether there are other vendors that can provide the undelivered element(s). | ||||||||
Arrangement consideration that is fixed or determinable is allocated among the separate units of accounting using the relative selling price method. We then apply the applicable revenue recognition criteria noted above to each of the separate units of accounting in determining the appropriate period and pattern of recognition. We determine how to allocate arrangement consideration to identified units of accounting based on the selling price hierarchy provided under relevant accounting guidance. The estimated fair value of deliverables under the arrangement may be derived using a best estimate of selling price if vendor-specific-objective evidence and third-party evidence are not available. | ||||||||
Upfront non-refundable signing, license or non-exclusive option fees are recognized as revenue: (i) when rights to use the intellectual property, related to a license that has standalone value from the other deliverables to be provided under the agreement, have been delivered or (ii) over the term of the agreement if we have continuing performance obligations as the arrangement would be accounted for as a single unit of accounting. When payments are received in equity securities, we do not recognize any revenue unless such securities are determined to be realizable in cash. | ||||||||
At the inception of an arrangement that includes milestone payments, we assess whether each milestone is substantive and at risk to both parties on the basis of the contingent nature of the milestone. This evaluation includes an assessment of whether: (i) the consideration is commensurate with either the performance to achieve the milestone or the enhancement of the value of the delivered item(s) as a result of a specific outcome resulting from the performance to achieve the milestone, (ii) the consideration relates solely to past performance and (iii) the consideration is reasonable relative to all of the deliverables and payment terms within the arrangement. We consider various factors such as the scientific, clinical, regulatory, commercial and other risks that must be overcome to achieve the respective milestone and the level of effort and investment required to achieve the respective milestone in making this assessment. There is considerable judgment involved in determining whether a milestone satisfies all of the criteria required to conclude that a milestone is substantive. Milestone payments for milestones that are considered substantive would be recognized as revenue in their entirety upon successful accomplishment of the milestone, assuming all other revenue recognition criteria are met. Milestone payments for milestones that are not considered substantive would be recognized as revenue over the remaining period of performance, assuming all other revenue recognition criteria are met. | ||||||||
Royalties are recognized as earned in accordance with contract terms when royalties from licensees can be reasonably estimated and collectability is reasonably assured. If royalties cannot be reasonably estimated or collectability of a royalty amount is not reasonably assured, royalties are recognized as revenue when the cash is received. Revenue from commercial milestone payments will be accounted for as royalties and recorded as revenue upon achievement of the milestone, assuming all other revenue recognition criteria are met. | ||||||||
Cost-sharing expenses are recorded as earned or owed based on the performance requirements by both parties under the respective contracts. For arrangements in which we and our collaboration partner in the agreement are exposed to significant risks and rewards depending on the commercial success of the activity, we recognize payments between the parties on a net basis and record such amounts as a reduction or addition to research and development expense. For arrangements in which we have agreed to perform certain research and development services for our collaboration partner and are not exposed to significant risks and rewards depending on the commercial success of the activity, we recognize the respective cost reimbursements as revenue under the collaborative agreement as the related research and development services are rendered. | ||||||||
Restricted Cash | ||||||||
Restricted Cash | ||||||||
Restricted cash consists of funds maintained in separate certificate of deposit accounts for specified purposes. The components of restricted cash were as follows: | ||||||||
December 31, | ||||||||
(In thousands) | 2014 | 2013 | ||||||
Certificate of deposit for unused equipment line of credit | $ | — | $ | 530 | ||||
Certificate of deposit for credit card purchases | 266 | 265 | ||||||
| | | | | | | | |
$ | 266 | $ | 795 | |||||
| | | | | | | | |
| | | | | | | | |
In 2014, we closed the certificate of deposit for our unused equipment line of credit upon maturity and transferred the cash proceeds to our cash operating accounts. This action also cancelled the availability of the equipment line of credit. | ||||||||
Research and Development Expenses | ||||||||
Research and Development Expenses | ||||||||
Research and development expenses consist of expenses incurred in identifying, developing and testing product candidates resulting from our independent efforts as well as efforts associated with collaborations. These expenses include, but are not limited to, in-process research and development acquired in an asset acquisition and deemed to have no alternative future use, payroll and personnel expense, lab supplies, preclinical studies, clinical trials, including support for investigator-sponsored clinical trials, raw materials to manufacture clinical trial drugs, manufacturing costs for research and clinical trial materials, sponsored research at other labs, consulting, costs to maintain technology licenses and research-related overhead. Research and development costs are expensed as incurred, including payments made under our license agreements. | ||||||||
Clinical Trial Costs | ||||||||
A significant component of our research and development expenses has historically been clinical trial costs. Substantial portions of our preclinical studies and all of our clinical trials have been performed by third-party contract research organizations, or CROs, and other vendors. We accrue expenses for preclinical studies performed by our vendors based on certain estimates over the term of the service period and adjust our estimates as required. We accrue expenses for clinical trial activities performed by CROs based upon the estimated amount of work completed on each study. For clinical trial expenses, the significant factors used in estimating accruals include the number of patients enrolled, the number of active clinical sites and the duration for which the patients will be enrolled in the study. Pass through costs from CROs include, but are not limited to, regulatory expenses, investigator fees, lab fees, travel costs and other miscellaneous costs, including shipping and printing fees. We accrue pass through costs based on estimates of the amount of work completed for the clinical trial. We monitor patient enrollment levels and related activities to the extent possible through internal reviews, review of contractual terms and correspondence with CROs. We base our estimates on the best information available at the time. However, additional information may become available to us which would allow us to make a more accurate estimate in future periods. In this event, we may be required to record adjustments to research and development expenses in future periods when the actual level of activity becomes more certain. | ||||||||
Depreciation and Amortization | ||||||||
Depreciation and Amortization | ||||||||
We record property and equipment at cost and calculate depreciation using the straight-line method over the estimated useful lives of the assets, generally four years. Leasehold improvements are amortized over the shorter of the estimated useful life or remaining term of the lease. | ||||||||
Stock-Based Compensation | ||||||||
Stock-Based Compensation | ||||||||
We maintain various stock incentive plans under which stock options and restricted stock awards are granted to employees, directors and consultants. We also have an employee stock purchase plan for all eligible employees. We recognize stock-based compensation expense on a straight-line basis over the requisite service period, which is generally the vesting period. For additional information, see Note 9 on Stockholders' Equity. | ||||||||
Stock Options and Employee Stock Purchase Plan | ||||||||
We grant service-based stock options under our equity plans to employees, directors and consultants. The vesting period for employee options is generally four years. We use the Black Scholes option-pricing model to estimate the grant-date fair value of our stock options and employee stock plan purchases. The determination of fair value for these stock-based awards on the date of grant using the Black Scholes option-pricing model is affected by our stock price as well as assumptions regarding a number of complex and subjective variables. For additional information, see Note 9 on Stockholders' Equity. | ||||||||
Restricted Stock Awards | ||||||||
We have granted restricted stock awards to employees and directors with three types of vesting schedules: (i) service-based, (ii) performance-based or (iii) market-based. Service-based restricted stock awards generally vest annually over four years. Performance-based restricted stock awards vest upon achievement of discrete strategic corporate goals within a specified performance period, generally three years. Market-based restricted stock awards vest only upon achievement of certain market price thresholds of our common stock within a specified performance period, generally three years. | ||||||||
The fair value for service-based restricted stock awards is determined using the fair value of our common stock on the date of grant. The fair value is amortized as stock-based compensation expense over the requisite service period of the award, which is generally the vesting period, on a straight-line basis and is reduced for estimated forfeitures, as applicable. | ||||||||
The fair value for performance-based restricted stock awards is determined using the fair value of our common stock on the date of grant. Stock-based compensation expense for awards with vesting based on performance conditions is recognized over the period from the date the performance condition is determined to be probable of occurring through the date the applicable condition is expected to be met and is reduced for estimated forfeitures, as applicable. If the performance condition is not considered probable of being achieved, no stock-based compensation expense is recognized until such time as the performance condition is considered probable of being met, if at all. If that assessment of the probability of the performance condition being met changes, the impact of the change in estimate would be recognized in the period of the change. If the requisite service period has been met prior to the change in estimate, the effect of the change in estimate would be recognized immediately. All previously granted performance-based restricted stock awards have been cancelled unvested as the performance conditions were not achieved within the respective performance periods. | ||||||||
The fair value for market-based restricted stock awards is determined using a lattice valuation model with a Monte Carlo simulation. The model takes into consideration the historical volatility of our stock and the risk-free interest rate at the date of grant. In addition, the model is used to estimate the derived service period for the awards. The derived service period is the estimated period of time that would be required to satisfy the market condition, assuming the market condition will be satisfied. Stock-based compensation expense is recognized over the derived service period for the awards using the straight-line method and is reduced for estimated forfeitures, as applicable, but is accelerated if the market condition is achieved earlier than estimated. If a market-based restricted stock award is forfeited or expires after completion of the derived service period, any previously recognized stock-based compensation expense is not reversed. All previously granted market-based restricted stock awards have been cancelled unvested as the market conditions were not achieved within the specified performance period. | ||||||||
Non-Employee Stock-Based Awards | ||||||||
For our non-employee stock-based awards, the measurement date on which the fair value of the stock-based award is calculated is equal to the earlier of: (i) the date at which a commitment for performance by the counterparty to earn the equity instrument is reached or (ii) the date at which the counterparty's performance is complete. We recognize stock-based compensation expense for the fair value of the vested portion of non-employee awards in our consolidated statements of operations. | ||||||||
Accumulated Other Comprehensive Loss | ||||||||
Accumulated Other Comprehensive Loss | ||||||||
Accumulated other comprehensive loss includes certain changes in stockholders' equity which are excluded from net loss. The components of accumulated other comprehensive loss were as follows: | ||||||||
December 31, | ||||||||
(In thousands) | 2014 | 2013 | ||||||
Unrealized loss on marketable securities | $ | (84 | ) | $ | (14 | ) | ||
| | | | | | | | |
| | | | | | | | |
Income Taxes | Income Taxes | |||||||
We maintain deferred tax assets and liabilities that reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and are subject to tests of recoverability. Our deferred tax assets include net operating loss carryforwards, research credits and capitalized research and development. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Our net deferred tax asset has been fully offset by a valuation allowance because of our history of losses. Any potential accrued interest and penalties related to unrecognized tax benefits within operations would be recorded as income tax expense. | ||||||||
Concentrations of Customers and Suppliers | ||||||||
Concentrations of Customers and Suppliers | ||||||||
The majority of our revenues was earned in the United States. Two customers accounted for approximately 31%, 42% and 59% of our 2014, 2013 and 2012 revenues, respectively. | ||||||||
We contract third-party manufacturers to produce GMP-grade drugs for preclinical and clinical studies. We also contract for starting materials to supply those manufacturers and us. Certain development and clinical activities may be delayed if we or Janssen are unable to obtain sufficient quantities of starting materials or GMP-grade drugs from current third-party suppliers or other third-party sources. | ||||||||
Recent Accounting Pronouncements | ||||||||
Recent Accounting Pronouncements | ||||||||
In April 2014, the Financial Accounting Standards Board, or FASB, issued Accounting Standard Update No. 2014-08, Presentation of Financial Statements and Property, Plant, and Equipment: Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, or ASU 2014-08. ASU 2014-08 raised the threshold for a disposal of assets to qualify as a discontinued operation and requires new disclosures for both discontinued operations and disposals of individually significant components of a business that do not qualify as discontinued operations. Under the new guidance, only disposals of assets representing a strategic shift in operations that has a major effect on the entity's operations and financial results should be presented as discontinued operations. If the disposal does qualify as a discontinued operation, the entity will be required to provide expanded disclosures, as well as disclosure of the pretax income attributable to the disposal of a significant part of an entity that does not qualify as a discontinued operation. ASU 2014-08 is effective for us beginning January 1, 2015 and subsequent interim periods. We do not expect the adoption of ASU 2014-08 to have a material effect on our consolidated financial statements. | ||||||||
In May 2014, the FASB issued Accounting Standard Update No. 2014-09, Revenue from Contracts with Customers, or ASU 2014-09. ASU 2014-09 provides a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. ASU 2014-09 will require an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This update creates a five-step model that requires entities to exercise judgment when considering the terms of the contract(s). The five-step model includes: (i) identifying the contract(s) with the customer, (ii) identifying the separate performance obligations in the contract, (iii) determining the transaction price, (iv) allocating the transaction price to the separate performance obligations, and (v) recognizing revenue when each performance obligation is satisfied. ASU 2014-09 also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 will be effective for us beginning January 1, 2017 and subsequent interim periods. We have the option to apply the provisions of ASU 2014-09 either retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of applying this accounting standard recognized at the date of initial application. Early adoption is not permitted. We are currently evaluating the transition method and the impact that the adoption of ASU 2014-09 will have on our consolidated financial statements and related disclosures. | ||||||||
In August 2014, the FASB issued Accounting Standard Update No. 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern, or ASU 2014-15. ASU 2014-15 is intended to define management's responsibility to evaluate whether there is substantial doubt about an organization's ability to continue as a going concern and to provide related footnote disclosures. Substantial doubt about an entity's ability to continue as a going concern exists when relevant conditions and events, considered in the aggregate, indicate that it is probable that the entity will be unable to meet its obligations as they become due within one year after the date that the financial statements are issued (or available to be issued). ASU 2014-15 provides guidance to an organization's management, with principles and definitions that are intended to reduce diversity in the timing and content of disclosures that are commonly provided by organizations in financial statement footnotes. ASU 2014-15 will be effective for us beginning December 31, 2016 and subsequent interim periods. Early adoption is permitted. We are currently in the process of evaluating the impact of adoption of ASU 2014-15 on our consolidated financial statements and related disclosures. | ||||||||
ORGANIZATION_AND_SUMMARY_OF_SI2
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||||||
Schedule of components of restricted cash | ||||||||
December 31, | ||||||||
(In thousands) | 2014 | 2013 | ||||||
Certificate of deposit for unused equipment line of credit | $ | — | $ | 530 | ||||
Certificate of deposit for credit card purchases | 266 | 265 | ||||||
| | | | | | | | |
$ | 266 | $ | 795 | |||||
| | | | | | | | |
| | | | | | | | |
Schedule of components of accumulated other comprehensive loss | ||||||||
December 31, | ||||||||
(In thousands) | 2014 | 2013 | ||||||
Unrealized loss on marketable securities | $ | (84 | ) | $ | (14 | ) | ||
| | | | | | | | |
| | | | | | | | |
FAIR_VALUE_MEASUREMENTS_Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
FAIR VALUE MEASUREMENTS | |||||||||||||||||||||
Schedule of cash equivalents, restricted cash and marketable securities by security type | |||||||||||||||||||||
Cash equivalents, restricted cash and marketable securities by security type at December 31, 2014 were as follows: | |||||||||||||||||||||
(In thousands) | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Estimated Fair Value | |||||||||||||||||
Included in cash and cash equivalents: | |||||||||||||||||||||
Money market funds | $ | 40,342 | $ | — | $ | — | $ | 40,342 | |||||||||||||
| | | | | | | | | | | | | | ||||||||
| | | | | | | | | | | | | | ||||||||
Restricted cash: | |||||||||||||||||||||
Certificate of deposit | $ | 266 | $ | — | $ | — | $ | 266 | |||||||||||||
| | | | | | | | | | | | | | ||||||||
| | | | | | | | | | | | | | ||||||||
Marketable securities: | |||||||||||||||||||||
Government-sponsored enterprise securities (due in less than 1 year) | $ | 401 | $ | — | $ | (1 | ) | $ | 400 | ||||||||||||
Government-sponsored enterprise securities (due in 1 to 2 years) | 6,556 | — | (7 | ) | 6,549 | ||||||||||||||||
Commercial paper (due in less than 1 year) | 10,985 | 14 | — | 10,999 | |||||||||||||||||
Corporate notes (due in less than 1 year) | 97,307 | 2 | (63 | ) | 97,246 | ||||||||||||||||
Corporate notes (due in 1 to 2 years) | 12,412 | — | (29 | ) | 12,383 | ||||||||||||||||
| | | | | | | | | | | | | | ||||||||
$ | 127,661 | $ | 16 | $ | (100 | ) | $ | 127,577 | |||||||||||||
| | | | | | | | | | | | | | ||||||||
| | | | | | | | | | | | | | ||||||||
Cash equivalents, restricted cash and marketable securities by security type at December 31, 2013 were as follows: | |||||||||||||||||||||
(In thousands) | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Estimated Fair Value | |||||||||||||||||
Included in cash and cash equivalents: | |||||||||||||||||||||
Money market funds | $ | 8,079 | $ | — | $ | — | $ | 8,079 | |||||||||||||
Corporate notes | 2,206 | — | — | 2,206 | |||||||||||||||||
| | | | | | | | | | | | | | ||||||||
$ | 10,285 | $ | — | $ | — | $ | 10,285 | ||||||||||||||
| | | | | | | | | | | | | | ||||||||
| | | | | | | | | | | | | | ||||||||
Restricted cash: | |||||||||||||||||||||
Certificates of deposit | $ | 795 | $ | — | $ | — | $ | 795 | |||||||||||||
| | | | | | | | | | | | | | ||||||||
| | | | | | | | | | | | | | ||||||||
Marketable securities: | |||||||||||||||||||||
Government-sponsored enterprise securities (due in less than 1 year) | $ | 7,369 | $ | 1 | $ | (1 | ) | $ | 7,369 | ||||||||||||
Commercial paper (due in less than 1 year) | 5,496 | 3 | — | 5,499 | |||||||||||||||||
Corporate notes (due in less than 1 year) | 39,383 | 1 | (18 | ) | 39,366 | ||||||||||||||||
| | | | | | | | | | | | | | ||||||||
$ | 52,248 | $ | 5 | $ | (19 | ) | $ | 52,234 | |||||||||||||
| | | | | | | | | | | | | | ||||||||
| | | | | | | | | | | | | | ||||||||
Schedule of marketable securities with unrealized losses | |||||||||||||||||||||
Less Than 12 Months | 12 Months or Greater | Total | |||||||||||||||||||
(In thousands) | Estimated Fair Value | Gross Unrealized Losses | Estimated Fair Value | Gross Unrealized Losses | Estimated Fair Value | Gross Unrealized Losses | |||||||||||||||
As of December 31, 2014: | |||||||||||||||||||||
Government-sponsored enterprise securities (due in less than 1 year) | $ | 400 | $ | (1 | ) | $ | — | $ | — | $ | 400 | $ | (1 | ) | |||||||
Government-sponsored enterprise securities (due in 1 to 2 years) | 5,549 | (7 | ) | — | — | 5,549 | (7 | ) | |||||||||||||
Corporate notes (due in less than 1 year) | 92,989 | (63 | ) | — | — | 92,989 | (63 | ) | |||||||||||||
Corporate notes (due in 1 to 2 years) | 12,383 | (29 | ) | — | — | 12,383 | (29 | ) | |||||||||||||
| | | | | | | | | | | | | | | | | | | | ||
$ | 111,321 | $ | (100 | ) | $ | — | $ | — | $ | 111,321 | $ | (100 | ) | ||||||||
| | | | | | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | | | ||
As of December 31, 2013: | |||||||||||||||||||||
Government-sponsored enterprise securities (due in less than 1 year) | $ | 3,947 | $ | (1 | ) | $ | — | $ | — | $ | 3,947 | $ | (1 | ) | |||||||
Corporate notes (due in less than 1 year) | 37,060 | (18 | ) | — | — | 37,060 | (18 | ) | |||||||||||||
| | | | | | | | | | | | | | | | | | | | ||
$ | 41,007 | $ | (19 | ) | $ | — | $ | — | $ | 41,007 | $ | (19 | ) | ||||||||
| | | | | | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | | | ||
Schedule of non-employee options to purchase common stock considered as derivatives and classified as current liabilities | |||||||||||||||||||||
Number of Shares at December 31, | Fair Value at December 31, | ||||||||||||||||||||
Exercise | Exercisable | Expiration | |||||||||||||||||||
Issuance Date | Price | 2014 | 2013 | Date | Date | 2014 | 2013 | ||||||||||||||
(In thousands) | |||||||||||||||||||||
Mar-05 | $ | 6.39 | 284,600 | 284,600 | Jan-07 | Mar-15 | $ | 16 | $ | 367 | |||||||||||
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
Schedule of assumptions used to estimate the fair value of derivatives | |||||||||||||||||||||
December 31, | |||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||
Dividend yield | 0% | 0% | |||||||||||||||||||
Expected volatility | 0.895 | 0.844 | |||||||||||||||||||
Risk-free interest rate | 0.04% | 0.13% | |||||||||||||||||||
Expected term | 0.25 yr | 1 yr | |||||||||||||||||||
Schedule of financial instruments measured at fair value on recurring basis | |||||||||||||||||||||
The following table presents information about our financial instruments that are measured at fair value on a recurring basis as of December 31, 2014 and indicates the fair value category assigned. | |||||||||||||||||||||
Fair Value Measurements at Reporting Date Using | |||||||||||||||||||||
Quoted Prices in | Significant | Significant | |||||||||||||||||||
Active Markets for | Other | Unobservable | |||||||||||||||||||
Identical Assets / | Observable | Inputs | |||||||||||||||||||
Liabilities | Inputs | ||||||||||||||||||||
(In thousands) | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||
Assets | |||||||||||||||||||||
Money market funds(1) | $ | 40,342 | $ | — | $ | — | $ | 40,342 | |||||||||||||
Government-sponsored enterprise securities(2)(3) | — | 6,949 | — | 6,949 | |||||||||||||||||
Commercial paper(2) | — | 10,999 | — | 10,999 | |||||||||||||||||
Corporate notes(2)(3) | — | 109,629 | — | 109,629 | |||||||||||||||||
| | | | | | | | | | | | | | ||||||||
Total | $ | 40,342 | $ | 127,577 | $ | — | $ | 167,919 | |||||||||||||
| | | | | | | | | | | | | | ||||||||
| | | | | | | | | | | | | | ||||||||
Liabilities | |||||||||||||||||||||
Derivatives(4) | $ | — | $ | — | $ | 16 | $ | 16 | |||||||||||||
| | | | | | | | | | | | | | ||||||||
| | | | | | | | | | | | | | ||||||||
The following table presents information about our financial instruments that are measured at fair value on a recurring basis as of December 31, 2013 and indicates the fair value category assigned. | |||||||||||||||||||||
Fair Value Measurements at Reporting Date Using | |||||||||||||||||||||
Quoted Prices in | Significant | Significant | |||||||||||||||||||
Active Markets for | Other | Unobservable | |||||||||||||||||||
Identical Assets / | Observable | Inputs | |||||||||||||||||||
Liabilities | Inputs | ||||||||||||||||||||
(In thousands) | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||
Assets | |||||||||||||||||||||
Money market funds(1) | $ | 8,079 | $ | — | $ | — | $ | 8,079 | |||||||||||||
Government-sponsored enterprise securities(2) | — | 7,369 | — | 7,369 | |||||||||||||||||
Commercial paper(2) | — | 5,499 | — | 5,499 | |||||||||||||||||
Corporate notes(1)(2) | — | 41,572 | — | 41,572 | |||||||||||||||||
| | | | | | | | | | | | | | ||||||||
Total | $ | 8,079 | $ | 54,440 | $ | — | $ | 62,519 | |||||||||||||
| | | | | | | | | | | | | | ||||||||
| | | | | | | | | | | | | | ||||||||
Liabilities | |||||||||||||||||||||
Derivatives(4) | $ | — | $ | — | $ | 367 | $ | 367 | |||||||||||||
| | | | | | | | | | | | | | ||||||||
| | | | | | | | | | | | | | ||||||||
-1 | Included in cash and cash equivalents on our consolidated balance sheets. | ||||||||||||||||||||
-2 | Included in current portion of marketable securities on our consolidated balance sheets. | ||||||||||||||||||||
-3 | Included in noncurrent portion of marketable securities on our consolidated balance sheets. | ||||||||||||||||||||
-4 | Included in fair value of derivatives on our consolidated balance sheets. | ||||||||||||||||||||
Schedule of rollforward of the balance sheet amounts for financial instruments in Level 3 category | |||||||||||||||||||||
Fair Value Measurements Using Significant Unobservable Inputs (Level 3) | |||||||||||||||||||||
Year Ended December 31, 2014 | |||||||||||||||||||||
(In thousands) | Fair Value at | Total | Purchases, | Transfers | Fair Value at | Change in | |||||||||||||||
December 31, | Unrealized | Sales, | In and/or | December 31, | Unrealized Gain | ||||||||||||||||
2013 | Gain | Issuances, | Out of | 2014 | Related to | ||||||||||||||||
Included in | Settlements | Level 3 | Financial | ||||||||||||||||||
Earnings(1) | Instruments | ||||||||||||||||||||
Held at | |||||||||||||||||||||
December 31, | |||||||||||||||||||||
2014(1) | |||||||||||||||||||||
Derivative liabilities | $ | 367 | $ | (351 | ) | $ | — | $ | — | $ | 16 | $ | (351 | ) | |||||||
-1 | Reported as unrealized gain on derivatives in our consolidated statements of operations. | ||||||||||||||||||||
PROPERTY_AND_EQUIPMENT_Tables
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
PROPERTY AND EQUIPMENT | ||||||||
Schedule of property and equipment, stated at cost | December 31, | |||||||
(In thousands) | 2014 | 2013 | ||||||
Furniture and computer equipment | $ | 1,158 | $ | 1,092 | ||||
Lab equipment | 130 | 118 | ||||||
Leasehold improvements | 74 | 74 | ||||||
| | | | | | | | |
1,362 | 1,284 | |||||||
Less accumulated depreciation and amortization | (1,189 | ) | (1,192 | ) | ||||
| | | | | | | | |
$ | 173 | $ | 92 | |||||
| | | | | | | | |
| | | | | | | | |
ACCRUED_LIABILITIES_Tables
ACCRUED LIABILITIES (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
ACCRUED LIABILITIES | ||||||||
Schedule of accrued liabilities | ||||||||
December 31, | ||||||||
(In thousands) | 2014 | 2013 | ||||||
Service provider obligations | $ | 408 | $ | 840 | ||||
Clinical trial costs | 513 | 326 | ||||||
Other | 616 | 617 | ||||||
| | | | | | | | |
$ | 1,537 | $ | 1,783 | |||||
| | | | | | | | |
| | | | | | | | |
RESTRUCTURINGS_Tables
RESTRUCTURINGS (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
RESTRUCTURINGS | |||||||||||
Summary of components of restructuring liability | |||||||||||
(In thousands) | Employee | Facility | Total | ||||||||
Severance and | Related | ||||||||||
Other Benefits | Charges | ||||||||||
Beginning accrual balance as of December 31, 2013 | $ | 21 | $ | 73 | $ | 94 | |||||
Cash payments | (19 | ) | (73 | ) | (92 | ) | |||||
Adjustments or non-cash credits | (2 | ) | — | (2 | ) | ||||||
| | | | | | | | | | | |
Ending accrual balance as of December 31, 2014 | $ | — | $ | — | $ | — | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
STOCKHOLDERS_EQUITY_Tables
STOCKHOLDERS' EQUITY (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
STOCKHOLDERS' EQUITY | |||||||||||||||||
Schedule of warrants outstanding to purchase common stock and classified as equity | |||||||||||||||||
As of December 31, 2014, the following warrants to purchase our common stock were outstanding and classified as equity: | |||||||||||||||||
Issuance Date | Exercise | Number of | Exercisable | Expiration | |||||||||||||
Price | Shares | Date | Date | ||||||||||||||
August 2011(1) | $ | 3.98 | 537,893 | Aug-11 | Aug-21 | ||||||||||||
Apr-05 | $ | 3.75 | 470,000 | Apr-05 | Apr-15 | ||||||||||||
| | | | | | | | | | | |||||||
1,007,893 | |||||||||||||||||
| | | | | | | | | | | |||||||
| | | | | | | | | | | |||||||
-1 | In connection with each disbursement under the loan agreement with CIRM, we were obligated to issue to CIRM a warrant to purchase Geron common stock. Such warrants and the underlying common stock were unregistered. We have no further obligations to issue any additional warrants to CIRM. In December 2014, CIRM exercised a warrant to purchase 461,382 shares of our common stock utilizing the net exercise provision in the warrant resulting in the issuance of 168,039 shares of our common stock. | ||||||||||||||||
Schedule of aggregate option and award activity | |||||||||||||||||
Outstanding Options | |||||||||||||||||
Shares | Number of | Weighted Average | Weighted Average | Aggregate | |||||||||||||
Available | Shares | Exercise Price | Remaining | Intrinsic | |||||||||||||
For Grant | Per Share | Contractual Life | Value | ||||||||||||||
(In years) | (In thousands) | ||||||||||||||||
Balance at December 31, 2013 | 16,207,250 | 15,576,216 | $ | 3.04 | $ | 33,798 | |||||||||||
Options granted | (5,658,931 | ) | 5,658,931 | $ | 4.85 | ||||||||||||
Awards granted | (59,330 | ) | — | $ | — | ||||||||||||
Options exercised | — | (662,626 | ) | $ | 1.94 | ||||||||||||
Options cancelled/forfeited | 3,613,577 | (3,613,577 | ) | $ | 5.48 | ||||||||||||
Awards cancelled/forfeited | 142,375 | — | $ | — | |||||||||||||
2006 Directors Plan termination | (860,058 | ) | — | $ | — | ||||||||||||
| | | | | | | | | | | | | | | | | |
Balance at December 31, 2014 | 13,384,883 | 16,958,944 | $ | 3.16 | 7.38 | $ | 16,038 | ||||||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Options exercisable at December 31, 2014 | 9,129,576 | $ | 3.12 | 6.47 | $ | 9,231 | |||||||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Options fully vested and expected to vest at December 31, 2014 | 16,225,022 | $ | 3.14 | 7.32 | $ | 15,546 | |||||||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Schedule of information about stock options outstanding by exercise price range | |||||||||||||||||
Information about stock options outstanding as of December 31, 2014 is as follows: | |||||||||||||||||
Options Outstanding | |||||||||||||||||
Exercise Price Range | Number of | Weighted Average | Weighted Average | ||||||||||||||
Shares | Exercise Price | Remaining | |||||||||||||||
Per Share | Contractual Life | ||||||||||||||||
(In years) | |||||||||||||||||
$1.10 - $1.50 | 4,284,937 | $ | 1.42 | 7.41 | |||||||||||||
$1.51 - $2.14 | 4,278,382 | $ | 1.64 | 7.84 | |||||||||||||
$2.16 - $5.01 | 5,376,639 | $ | 4.29 | 7.91 | |||||||||||||
$5.05 - $9.32 | 3,018,986 | $ | 5.80 | 5.72 | |||||||||||||
| | | | | | | | | | | |||||||
$1.10 - $9.32 | 16,958,944 | $ | 3.16 | 7.38 | |||||||||||||
| | | | | | | | | | | |||||||
| | | | | | | | | | | |||||||
Schedule of aggregate restricted stock activity | |||||||||||||||||
Number of | Weighted | Weighted Average | |||||||||||||||
Shares | Average | Remaining | |||||||||||||||
Grant Date | Contractual Term | ||||||||||||||||
Fair Value | (In years) | ||||||||||||||||
Per Share | |||||||||||||||||
Non-vested restricted stock at December 31, 2013 | 409,437 | $ | 4.84 | 0.82 | |||||||||||||
Granted | 59,330 | $ | 2.67 | ||||||||||||||
Vested | (265,422 | ) | $ | 4.47 | |||||||||||||
Cancelled/forfeited | (142,375 | ) | $ | 4.66 | |||||||||||||
| | | | | | | | | | | |||||||
Non-vested restricted stock at December 31, 2014 | 60,970 | $ | 4.73 | 0.37 | |||||||||||||
| | | | | | | | | | | |||||||
| | | | | | | | | | | |||||||
Summary of allocation of stock-based compensation expense related to share-based payment awards | |||||||||||||||||
Year Ended December 31, | |||||||||||||||||
(In thousands) | 2014 | 2013 | 2012 | ||||||||||||||
Research and development | $ | 2,545 | $ | 1,741 | $ | 2,336 | |||||||||||
Restructuring charges | — | 28 | 107 | ||||||||||||||
General and administrative | 5,113 | 2,666 | 2,868 | ||||||||||||||
| | | | | | | | | | | |||||||
Stock-based compensation expense included in operating expenses | $ | 7,658 | $ | 4,435 | $ | 5,311 | |||||||||||
| | | | | | | | | | | |||||||
| | | | | | | | | | | |||||||
Schedule of assumptions used to estimate the fair value of stock options granted | |||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Dividend yield | 0% | 0% | 0% | ||||||||||||||
Expected volatility range | 0.898 to 0.922 | 0.742 to 0.792 | 0.631 to 0.740 | ||||||||||||||
Risk-free interest rate range | 1.64% to 1.92% | 0.80% to 1.97% | 0.81% to 1.25% | ||||||||||||||
Expected term | 5.5 yrs | 6 yrs | 6 yrs | ||||||||||||||
Schedule of assumptions used to estimate the fair value of employee stock purchases under the Purchase Plans | |||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Dividend yield | 0% | 0% | 0% | ||||||||||||||
Expected volatility range | 0.835 to 1.666 | 0.506 to 1.391 | 0.458 to 0.774 | ||||||||||||||
Risk-free interest rate range | 0.06% to 0.15% | 0.09% to 0.21% | 0.06% to 0.21% | ||||||||||||||
Expected term range | 6 mos to 12 mos | 6 mos to 12 mos | 6 mos to 12 mos | ||||||||||||||
Schedule of common stock reserved for future issuance | |||||||||||||||||
Common stock reserved for future issuance as of December 31, 2014 is as follows: | |||||||||||||||||
Outstanding stock options | 16,958,944 | ||||||||||||||||
Options and awards available for grant | 13,384,883 | ||||||||||||||||
Employee stock purchase plan | 975,625 | ||||||||||||||||
Warrants outstanding | 1,007,893 | ||||||||||||||||
| | | | | |||||||||||||
Total | 32,327,345 | ||||||||||||||||
| | | | | |||||||||||||
| | | | | |||||||||||||
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
INCOME TAXES | ||||||||
Schedule of significant components of the entity's deferred tax assets | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
(In thousands) | ||||||||
Net operating loss carryforwards | $ | 281,300 | $ | 271,800 | ||||
Purchased technology | — | 6,300 | ||||||
Research credits | 23,400 | 22,700 | ||||||
Capitalized research and development | 2,100 | 6,600 | ||||||
License fees | 500 | 700 | ||||||
Other—net | 7,600 | 10,100 | ||||||
| | | | | | | | |
Total deferred tax assets | 314,900 | 318,200 | ||||||
Valuation allowance for deferred tax assets | (314,900 | ) | (318,200 | ) | ||||
| | | | | | | | |
Net deferred tax assets | $ | — | $ | — | ||||
| | | | | | | | |
| | | | | | | | |
Schedule of reconciliation of the beginning and ending amounts of unrecognized tax benefits | ||||||||
A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows (in thousands): | ||||||||
Balance as of December 31, 2013 | $ | 11,600 | ||||||
Increase related to prior year tax positions | 5,100 | |||||||
Increase related to current year tax positions | 400 | |||||||
Settlements | — | |||||||
Reductions due to lapse of applicable statute of limitations | — | |||||||
| | | | | ||||
Balance as of December 31, 2014 | $ | 17,100 | ||||||
| | | | | ||||
| | | | | ||||
CONSOLIDATED_STATEMENTS_OF_CAS2
CONSOLIDATED STATEMENTS OF CASH FLOWS DATA (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
CONSOLIDATED STATEMENTS OF CASH FLOW DATA | |||||||||||
Supplemental schedule of non-cash operating and investing activities | |||||||||||
Year Ended December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||
(In thousands) | |||||||||||
Supplemental operating activities: | |||||||||||
Issuance of common stock for services rendered to date or to be received in future periods | $ | — | $ | — | $ | 69 | |||||
Issuance of common stock for 401(k) matching contributions | $ | 313 | $ | 839 | $ | 1,361 | |||||
Reclassification between deposits and other current assets | $ | 190 | $ | 219 | $ | 526 | |||||
Supplemental investing activities: | |||||||||||
Net unrealized loss on marketable securities | $ | (70 | ) | $ | (54 | ) | $ | (38 | ) | ||
SELECTED_QUARTERLY_FINANCIAL_I1
SELECTED QUARTERLY FINANCIAL INFORMATION (UNAUDITED) (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
SELECTED QUARTERLY FINANCIAL INFORMATION (UNAUDITED) | ||||||||||||||
Schedule of selected quarterly financial information (unaudited) | ||||||||||||||
First | Second | Third | Fourth | |||||||||||
Quarter | Quarter | Quarter | Quarter | |||||||||||
(In thousands, except per share amounts) | ||||||||||||||
Year Ended December 31, 2014 | ||||||||||||||
Revenues | $ | 474 | $ | 341 | $ | 160 | $ | 178 | ||||||
Operating expenses | 9,205 | 9,004 | 10,067 | 9,189 | ||||||||||
Net loss | (8,440 | ) | (8,734 | ) | (9,549 | ) | (8,947 | ) | ||||||
Basic and diluted net loss per share | $ | (0.06 | ) | $ | (0.06 | ) | $ | (0.06 | ) | $ | (0.06 | ) | ||
Year Ended December 31, 2013 | ||||||||||||||
Revenues | $ | 765 | $ | 112 | $ | 181 | $ | 225 | ||||||
Operating expenses(1) | 12,750 | 9,077 | 8,914 | 9,500 | ||||||||||
Net loss | (11,897 | ) | (8,947 | ) | (8,254 | ) | (9,281 | ) | ||||||
Basic and diluted net loss per share | $ | (0.09 | ) | $ | (0.07 | ) | $ | (0.06 | ) | $ | (0.07 | ) | ||
-1 | The fourth quarter of 2013 includes approximately $430,000 in restructuring charges in connection with the closure our research laboratory facility located at 200 Constitution Drive, Menlo Park, California. See Note 6 on Restructurings. | |||||||||||||
ORGANIZATION_AND_SUMMARY_OF_SI3
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Net Loss Per Share | |||
Potential dilutive securities excluded from diluted earnings (loss) per share calculation (in shares) | 3,072,340 | 532,120 | 11,497 |
Minimum | |||
Marketable securities | |||
Original maturity period of marketable securities | 4 months | ||
Maximum | |||
Marketable securities | |||
Original maturity period of marketable securities | 19 months |
ORGANIZATION_AND_SUMMARY_OF_SI4
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Restricted Cash | ||
Carrying value of restricted cash | $266 | $795 |
Depreciation and Amortization | ||
Estimated useful lives of assets | 4 years | |
Certificate of deposit for unused equipment line of credit | ||
Restricted Cash | ||
Carrying value of restricted cash | 530 | |
Certificate of deposit for credit card purchases | ||
Restricted Cash | ||
Carrying value of restricted cash | $266 | $265 |
ORGANIZATION_AND_SUMMARY_OF_SI5
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 3) | 12 Months Ended |
Dec. 31, 2014 | |
item | |
Restricted stock awards | |
Stock-Based Compensation | |
Types of vesting schedules (in count) | 3 |
Service-based restricted stock awards | |
Stock-Based Compensation | |
Vesting period of awards | 4 years |
Performance-based restricted stock awards | |
Stock-Based Compensation | |
Vesting period of awards | 3 years |
Market-based restricted stock awards | |
Stock-Based Compensation | |
Vesting period of awards | 3 years |
Stock options | |
Stock-Based Compensation | |
Vesting period of awards | 4 years |
ORGANIZATION_AND_SUMMARY_OF_SI6
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 4) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Accumulated Other Comprehensive Loss | ||
Unrealized loss on marketable securities | ($84) | ($14) |
ORGANIZATION_AND_SUMMARY_OF_SI7
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 5) (Concentrations of Customers and Suppliers) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
item | item | item | |
Concentrations of Customers and Suppliers | |||
Concentration risk | |||
Number of customers | 2 | 2 | 2 |
Concentration risk percentage | 31.00% | 42.00% | 59.00% |
FAIR_VALUE_MEASUREMENTS_Detail
FAIR VALUE MEASUREMENTS (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Included in cash and cash equivalents | ||
Amortized Cost | $40,342 | $10,285 |
Estimated Fair Value | 40,342 | 10,285 |
Restricted cash | ||
Amortized Cost | 266 | 795 |
Estimated Fair Value | 266 | 795 |
Marketable securities | ||
Amortized Cost | 127,661 | 52,248 |
Gross Unrealized Gains | 16 | 5 |
Gross Unrealized Losses | -100 | -19 |
Estimated Fair Value | 127,577 | 52,234 |
Money market funds | ||
Included in cash and cash equivalents | ||
Amortized Cost | 40,342 | 8,079 |
Estimated Fair Value | 40,342 | 8,079 |
Corporate notes | ||
Included in cash and cash equivalents | ||
Amortized Cost | 2,206 | |
Estimated Fair Value | 2,206 | |
Certificates of deposit | ||
Restricted cash | ||
Amortized Cost | 266 | 795 |
Estimated Fair Value | 266 | 795 |
Government-sponsored enterprise securities (due in less than 1 year) | ||
Marketable securities | ||
Amortized Cost | 401 | 7,369 |
Gross Unrealized Gains | 1 | |
Gross Unrealized Losses | -1 | -1 |
Estimated Fair Value | 400 | 7,369 |
Government-sponsored enterprise securities (due in 1 to 2 years) | ||
Marketable securities | ||
Amortized Cost | 6,556 | |
Gross Unrealized Losses | -7 | |
Estimated Fair Value | 6,549 | |
Commercial paper (due in less than 1 year) | ||
Marketable securities | ||
Amortized Cost | 10,985 | 5,496 |
Gross Unrealized Gains | 14 | 3 |
Estimated Fair Value | 10,999 | 5,499 |
Corporate notes (due in less than 1 year) | ||
Marketable securities | ||
Amortized Cost | 97,307 | 39,383 |
Gross Unrealized Gains | 2 | 1 |
Gross Unrealized Losses | -63 | -18 |
Estimated Fair Value | 97,246 | 39,366 |
Corporate notes (due in 1 to 2 years) | ||
Marketable securities | ||
Amortized Cost | 12,412 | |
Gross Unrealized Losses | -29 | |
Estimated Fair Value | $12,383 |
FAIR_VALUE_MEASUREMENTS_Detail1
FAIR VALUE MEASUREMENTS (Details 2) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Marketable securities with unrealized losses | ||
Less Than 12 Months - Estimated Fair Value | $111,321 | $41,007 |
Less Than 12 Months - Gross Unrealized Losses | -100 | -19 |
Total - Estimated Fair Value | 111,321 | 41,007 |
Total - Gross Unrealized Losses | -100 | -19 |
Government-sponsored enterprise securities (due in less than 1 year) | ||
Marketable securities with unrealized losses | ||
Less Than 12 Months - Estimated Fair Value | 400 | 3,947 |
Less Than 12 Months - Gross Unrealized Losses | -1 | -1 |
Total - Estimated Fair Value | 400 | 3,947 |
Total - Gross Unrealized Losses | -1 | -1 |
Government-sponsored enterprise securities (due in 1 to 2 years) | ||
Marketable securities with unrealized losses | ||
Less Than 12 Months - Estimated Fair Value | 5,549 | |
Less Than 12 Months - Gross Unrealized Losses | -7 | |
Total - Estimated Fair Value | 5,549 | |
Total - Gross Unrealized Losses | -7 | |
Corporate notes (due in less than 1 year) | ||
Marketable securities with unrealized losses | ||
Less Than 12 Months - Estimated Fair Value | 92,989 | 37,060 |
Less Than 12 Months - Gross Unrealized Losses | -63 | -18 |
Total - Estimated Fair Value | 92,989 | 37,060 |
Total - Gross Unrealized Losses | -63 | -18 |
Corporate notes (due in 1 to 2 years) | ||
Marketable securities with unrealized losses | ||
Less Than 12 Months - Estimated Fair Value | 12,383 | |
Less Than 12 Months - Gross Unrealized Losses | -29 | |
Total - Estimated Fair Value | 12,383 | |
Total - Gross Unrealized Losses | ($29) |
FAIR_VALUE_MEASUREMENTS_Detail2
FAIR VALUE MEASUREMENTS (Details 3) (USD $) | 12 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Derivatives | ||
Exercise Price (in dollars per share) | $3.16 | $3.04 |
Number of Shares | 16,958,944 | 15,576,216 |
Fair Value | $16 | $367 |
Dividend yield (as a percent) | 0.00% | 0.00% |
Expected volatility (as a percent) | 89.50% | 84.40% |
Risk-free interest rate (as a percent) | 0.04% | 0.13% |
Expected term | 3 months | 1 year |
Non-employee options | ||
Derivatives | ||
Exercise Price (in dollars per share) | $6.39 | |
Number of Shares | 284,600 | 284,600 |
Fair Value | $16 | $367 |
FAIR_VALUE_MEASUREMENTS_Detail3
FAIR VALUE MEASUREMENTS (Details 4) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Liabilities | ||
Derivatives | $16 | $367 |
Recurring basis | Level 1 | ||
Assets | ||
Total | 40,342 | 8,079 |
Recurring basis | Level 1 | Money market funds | ||
Assets | ||
Total | 40,342 | 8,079 |
Recurring basis | Level 2 | ||
Assets | ||
Total | 127,577 | 54,440 |
Recurring basis | Level 2 | Government-sponsored enterprise securities | ||
Assets | ||
Total | 6,949 | 7,369 |
Recurring basis | Level 2 | Commercial paper | ||
Assets | ||
Total | 10,999 | 5,499 |
Recurring basis | Level 2 | Corporate notes | ||
Assets | ||
Total | 109,629 | 41,572 |
Recurring basis | Level 3 | ||
Liabilities | ||
Derivatives | 16 | 367 |
Recurring basis | Total | ||
Assets | ||
Total | 167,919 | 62,519 |
Liabilities | ||
Derivatives | 16 | 367 |
Recurring basis | Total | Money market funds | ||
Assets | ||
Total | 40,342 | 8,079 |
Recurring basis | Total | Government-sponsored enterprise securities | ||
Assets | ||
Total | 6,949 | 7,369 |
Recurring basis | Total | Commercial paper | ||
Assets | ||
Total | 10,999 | 5,499 |
Recurring basis | Total | Corporate notes | ||
Assets | ||
Total | $109,629 | $41,572 |
FAIR_VALUE_MEASUREMENTS_Detail4
FAIR VALUE MEASUREMENTS (Details 5) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Changes in Level 3 Recurring Fair Value Measurements | ||
Fair value of derivative liabilities at the beginning of the period | $367 | |
Fair value of derivative liabilities at the end of the period | 16 | 367 |
Derivative liabilities | ||
Changes in Level 3 Recurring Fair Value Measurements | ||
Fair value of derivative liabilities at the beginning of the period | 367 | |
Total Unrealized Gain Included in Earnings | -351 | |
Fair value of derivative liabilities at the end of the period | 16 | |
Change in Unrealized Gain Related to Financial Instruments Held at the end of the period | ($351) |
FAIR_VALUE_MEASUREMENTS_Detail5
FAIR VALUE MEASUREMENTS (Details 6) | 12 Months Ended |
Dec. 31, 2014 | |
item | |
Credit Risk | |
Number of financial institutions with which cash, restricted cash, cash equivalents and marketable securities are placed | 4 |
PROPERTY_AND_EQUIPMENT_Details
PROPERTY AND EQUIPMENT (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
PROPERTY AND EQUIPMENT | ||
Property and equipment, gross | $1,362 | $1,284 |
Less accumulated depreciation and amortization | -1,189 | -1,192 |
Property and equipment, net | 173 | 92 |
Furniture and computer equipment | ||
PROPERTY AND EQUIPMENT | ||
Property and equipment, gross | 1,158 | 1,092 |
Lab equipment | ||
PROPERTY AND EQUIPMENT | ||
Property and equipment, gross | 130 | 118 |
Leasehold improvements | ||
PROPERTY AND EQUIPMENT | ||
Property and equipment, gross | $74 | $74 |
EQUIPMENT_LINE_Details
EQUIPMENT LINE (Details) (Equipment financing facility, USD $) | Dec. 31, 2014 |
Equipment financing facility | |
EQUIPMENT LINE | |
Amount available for borrowing | $500,000 |
ACCRUED_LIABILITIES_Details
ACCRUED LIABILITIES (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
ACCRUED LIABILITIES | ||
Service provider obligations | $408 | $840 |
Clinical trial costs | 513 | 326 |
Other | 616 | 617 |
Accrued liabilities | $1,537 | $1,783 |
RESTRUCTURINGS_Details
RESTRUCTURINGS (Details) (USD $) | 3 Months Ended | 12 Months Ended | 0 Months Ended | |||
Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 03, 2012 | Apr. 25, 2013 | |
position | position | |||||
RESTRUCTURING | ||||||
Proceeds from sales of property and equipment | $1,196,000 | $170,000 | ||||
Restructuring charges | 430,000 | 1,462,000 | 2,702,000 | |||
Outstanding restructuring liability | ||||||
Accrual balance at the end of the period | 94,000 | 94,000 | ||||
April 2013 Restructuring | ||||||
RESTRUCTURING | ||||||
Number of positions eliminated, inception to date | 20 | |||||
Restructuring charges | 1,370,000 | |||||
Outstanding restructuring liability | ||||||
Accrual balance at the beginning of the period | 94,000 | |||||
Cash payments | -1,085,000 | -92,000 | ||||
Adjustments or non-cash credits | -2,000 | |||||
Accrual balance at the end of the period | 94,000 | 94,000 | ||||
April 2013 Restructuring | One-time termination benefits | ||||||
RESTRUCTURING | ||||||
Restructuring charges | 624,000 | |||||
Outstanding restructuring liability | ||||||
Stock-based compensation expense related to extension of the post-termination exercise period | 28,000 | |||||
April 2013 Restructuring | Employee Severance And Other Benefits | ||||||
Outstanding restructuring liability | ||||||
Accrual balance at the beginning of the period | 21,000 | |||||
Cash payments | -19,000 | |||||
Adjustments or non-cash credits | -2,000 | |||||
April 2013 Restructuring | Asset Write Downs | ||||||
RESTRUCTURING | ||||||
Restructuring charges | 200,000 | |||||
April 2013 Restructuring | Facility Related Charges | ||||||
RESTRUCTURING | ||||||
Proceeds from sales of property and equipment | 1,080,000 | |||||
Restructuring charges | 546,000 | |||||
Outstanding restructuring liability | ||||||
Accrual balance at the beginning of the period | 73,000 | |||||
Cash payments | -73,000 | |||||
Accrual balance at the end of the period | 73,000 | 73,000 | ||||
December 2012 Restructuring | ||||||
RESTRUCTURING | ||||||
Number of positions eliminated, inception to date | 43 | |||||
Restructuring charges | 92,000 | 2,702,000 | 2,794,000 | |||
Outstanding restructuring liability | ||||||
Cash payments | -2,271,000 | |||||
December 2012 Restructuring | One-time termination benefits | ||||||
RESTRUCTURING | ||||||
Restructuring charges | 2,523,000 | |||||
Outstanding restructuring liability | ||||||
Stock-based compensation expense related to extension of the post-termination exercise period | 107,000 | |||||
December 2012 Restructuring | Asset Write Downs | ||||||
RESTRUCTURING | ||||||
Restructuring charges | $271,000 |
DIVESTITURE_OF_STEM_CELL_ASSET1
DIVESTITURE OF STEM CELL ASSETS (Details) (USD $) | 0 Months Ended | |
Oct. 01, 2013 | Oct. 01, 2013 | |
DIVESTITURE OF STEM CELL ASSETS | ||
Gain or loss recognized on assets surrendered | $0 | |
Carrying value of stem cell assets | 0 | 0 |
Series A common stock | ||
DIVESTITURE OF STEM CELL ASSETS | ||
Carrying value of common stock | $0 | $0 |
Contribution Agreement | Asterias | ||
DIVESTITURE OF STEM CELL ASSETS | ||
Shares issued | 6,537,779 | |
Percentage ownership in Asterias | 21.40% |
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
COMMITMENTS AND CONTINGENCIES. | |||
Future minimum payments under operating lease | $959,000 | ||
Rent expense under operating leases | $936,000 | $1,422,000 | $1,474,000 |
Severance Plan | |||
COMMITMENTS AND CONTINGENCIES. | |||
Period within which employee is terminated by entity without cause following a change of control | 12 months | ||
Period within which no comparable employment is offered by the entity following a change of control | 30 days | ||
Period within which employee resigns following a change of control due to material change in terms of employment | 12 months | ||
Severance Plan | Minimum | |||
COMMITMENTS AND CONTINGENCIES. | |||
Period of base salary to be considered for severance payments | 2 months | ||
Severance Plan | Maximum | |||
COMMITMENTS AND CONTINGENCIES. | |||
Period of base salary to be considered for severance payments | 18 months |
STOCKHOLDERS_EQUITY_Details
STOCKHOLDERS' EQUITY (Details) (USD $) | 0 Months Ended | 12 Months Ended | 1 Months Ended |
Feb. 04, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | |
Warrants | |||
Class of Warrant or Right, Outstanding | 1,007,893 | 1,007,893 | |
Underwritten Public Offering | |||
Underwritten public offering (in shares) | 25,875,000 | ||
Public offering price (in dollars per share) | $4 | ||
Net cash proceeds from public offering after deducting the underwriting discount and offering expenses | $96,805,000 | $96,805,000 | |
Warrants issued in August 2011 | |||
Warrants | |||
Exercise Price (in dollars per share) | $3.98 | 3.98 | |
Class of Warrant or Right, Outstanding | 537,893 | 537,893 | |
Warrants issued in April 2005 | |||
Warrants | |||
Exercise Price (in dollars per share) | $3.75 | 3.75 | |
Class of Warrant or Right, Outstanding | 470,000 | 470,000 | |
CIRM | Warrants issued in November 2011 | |||
Warrants | |||
Number of warrants net exercised | 461,382 | ||
Issuance of common stock upon net exercise of warrants (in shares) | 168,039 |
STOCKHOLDERS_EQUITY_Details_2
STOCKHOLDERS' EQUITY (Details 2) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
STOCKHOLDERS' EQUITY | |||
Number of options granted with exercise price other than fair market value of Company's common stock | 0 | 0 | 0 |
Shares Available For Grant | |||
Balance at the beginning of the period (in shares) | 16,207,250 | ||
Options granted (in shares) | -5,658,931 | ||
Awards granted (in shares) | -59,330 | ||
Options canceled/forfeited (in shares) | 3,613,577 | ||
Awards canceled/forfeited (in shares) | 142,375 | ||
Balance at the end of the period (in shares) | 13,384,883 | 16,207,250 | |
Number of Shares | |||
Balance at the beginning of the period (in shares) | 15,576,216 | ||
Options granted (in shares) | 5,658,931 | ||
Options exercised (in shares) | -662,626 | ||
Options canceled/forfeited (in shares) | -3,613,577 | ||
Balance at the end of the period (in shares) | 16,958,944 | 15,576,216 | |
Options exercisable at the end of the period (in shares) | 9,129,576 | 8,144,040 | 10,410,194 |
Options fully vested and expected to vest at the end of the period (in shares) | 16,225,022 | ||
Weighted Average Exercise Price Per Share | |||
Balance at the beginning of the period (in dollars per share) | $3.04 | ||
Options granted (in dollars per share) | $4.85 | ||
Options exercised (in dollars per share) | $1.94 | ||
Options canceled/forfeited (in dollars per share) | $5.48 | ||
Balance at the end of the period (in dollars per share) | $3.16 | $3.04 | |
Options exercisable at the end of the period (in dollars per share) | $3.12 | $4.26 | $5.49 |
Options fully vested and expected to vest at the end of the period (in dollars per share) | $3.14 | ||
Weighted Average Remaining Contractual Life (In years) | |||
Balance at the end of the period | 7 years 4 months 17 days | ||
Options exercisable at the end of the period | 6 years 5 months 19 days | ||
Options fully vested and expected to vest at the end of the period | 7 years 3 months 26 days | ||
Aggregate Intrinsic Value | |||
Balance at the end of the period (in dollars) | $16,038,000 | $33,798,000 | |
Options exercisable at the end of the period (in dollars) | 9,231,000 | ||
Options fully vested and expected to vest at the end of the period (in dollars) | 15,546,000 | ||
Closing stock price (in dollars per share) | $3.25 | ||
Total pretax intrinsic value of stock options exercised (in dollars) | 989,000 | 2,787,000 | 100 |
Cash received from exercise of options (in dollars) | 1,286,000 | 6,567,000 | 1,000 |
Income tax benefit realized from stock options exercised | $0 | ||
2002 Plan | |||
STOCKHOLDERS' EQUITY | |||
Vesting period for specific portion of options | 4 years | ||
Exercise price of options as a percentage of fair market value | 100.00% | ||
2002 Plan | Maximum | |||
STOCKHOLDERS' EQUITY | |||
Expiration term of options from date of grant | 10 years | ||
2011 Plan | |||
STOCKHOLDERS' EQUITY | |||
Vesting period for specific portion of options | 4 years | ||
Exercise price of options as a percentage of fair market value | 100.00% | ||
Minimum percentage of ownership required for granting options at least 110% of fair market value of common stock | 10.00% | ||
Minimum exercise price as a percentage of fair market value for employees having more than 10 % outstanding common stock | 110.00% | ||
Maximum expiration term of options granted to employees having more than 10 % outstanding common stock | 5 years | ||
Shares Available For Grant | |||
Balance at the end of the period (in shares) | 13,384,883 | ||
2011 Plan | Maximum | |||
STOCKHOLDERS' EQUITY | |||
Expiration term of options from date of grant | 10 years | ||
2011 Plan | First Director Option | |||
STOCKHOLDERS' EQUITY | |||
Vesting period for specific portion of options | 3 years | ||
Options to be granted to purchase shares upon appointment (in shares) | 70,000 | ||
2011 Plan | Subsequent Director Option | |||
STOCKHOLDERS' EQUITY | |||
Vesting period for specific portion of options | 1 year | ||
Options to be granted to purchase shares (in shares) | 35,000 | ||
1996 Directors Plan | |||
STOCKHOLDERS' EQUITY | |||
Vesting period for specific portion of options | 3 years | ||
Percentage of option vesting | 100.00% | ||
1996 Directors Plan | Maximum | |||
STOCKHOLDERS' EQUITY | |||
Expiration term of options from date of grant | 10 years | ||
2006 Directors Plan | |||
Shares Available For Grant | |||
Awards canceled/forfeited (in shares) | -860,058 | ||
2006 Directors Plan | Maximum | |||
STOCKHOLDERS' EQUITY | |||
Expiration term of options from date of grant | 10 years | ||
2006 Directors Plan | First Director Option | |||
STOCKHOLDERS' EQUITY | |||
Vesting period for specific portion of options | 3 years | ||
2006 Directors Plan | Subsequent Director Option | |||
STOCKHOLDERS' EQUITY | |||
Vesting period for specific portion of options | 1 year |
STOCKHOLDERS_EQUITY_Details_3
STOCKHOLDERS' EQUITY (Details 3) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
$1.10 - $1.50 | |
Exercise Price Range | |
Exercise price, low end of range (in dollars per share) | $1.10 |
Exercise price, high end of range (in dollars per share) | $1.50 |
Options Outstanding | |
Number of Shares | 4,284,937 |
Weighted Average Exercise Price Per Share (in dollars per share) | $1.42 |
Weighted Average Remaining Contractual Life (In years) | 7 years 4 months 28 days |
$1.51 - $2.14 | |
Exercise Price Range | |
Exercise price, low end of range (in dollars per share) | $1.51 |
Exercise price, high end of range (in dollars per share) | $2.14 |
Options Outstanding | |
Number of Shares | 4,278,382 |
Weighted Average Exercise Price Per Share (in dollars per share) | $1.64 |
Weighted Average Remaining Contractual Life (In years) | 7 years 10 months 2 days |
$2.16 - $5.01 | |
Exercise Price Range | |
Exercise price, low end of range (in dollars per share) | $2.16 |
Exercise price, high end of range (in dollars per share) | $5.01 |
Options Outstanding | |
Number of Shares | 5,376,639 |
Weighted Average Exercise Price Per Share (in dollars per share) | $4.29 |
Weighted Average Remaining Contractual Life (In years) | 7 years 10 months 28 days |
$5.05 To $9.32 | |
Exercise Price Range | |
Exercise price, low end of range (in dollars per share) | $5.05 |
Exercise price, high end of range (in dollars per share) | $9.32 |
Options Outstanding | |
Number of Shares | 3,018,986 |
Weighted Average Exercise Price Per Share (in dollars per share) | $5.80 |
Weighted Average Remaining Contractual Life (In years) | 5 years 8 months 19 days |
$1.10 - $9.32 | |
Exercise Price Range | |
Exercise price, low end of range (in dollars per share) | $1.10 |
Exercise price, high end of range (in dollars per share) | $9.32 |
Options Outstanding | |
Number of Shares | 16,958,944 |
Weighted Average Exercise Price Per Share (in dollars per share) | $3.16 |
Weighted Average Remaining Contractual Life (In years) | 7 years 4 months 17 days |
STOCKHOLDERS_EQUITY_Details_4
STOCKHOLDERS' EQUITY (Details 4) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Number of Shares | |||
Granted (in shares) | 59,330 | ||
Canceled/forfeited (in shares) | -142,375 | ||
Restricted stock awards | |||
Number of Shares | |||
Non-vested restricted stock at the beginning of the period (in shares) | 409,437 | ||
Granted (in shares) | 59,330 | ||
Vested (in shares) | -265,422 | ||
Canceled/forfeited (in shares) | -142,375 | ||
Non-vested restricted stock at the end of the period (in shares) | 60,970 | 409,437 | |
Weighted Average Grant Date Fair Value Per Share | |||
Non-vested restricted stock at the beginning of the period (in dollars per share) | $4.84 | ||
Granted (in dollars per share) | $2.67 | ||
Vested (in dollars per share) | $4.47 | ||
Canceled/forfeited (in dollars per share) | $4.66 | ||
Non-vested restricted stock at the end of the period (in dollars per share) | $4.73 | $4.84 | |
Weighted Average Remaining Contractual Term (In years) | |||
Non-vested restricted stock at the end of the period | 4 months 13 days | 9 months 26 days | |
Other disclosures | |||
Total fair value of restricted stock that vested | $782,000 | $252,000 | $936,000 |
STOCKHOLDERS_EQUITY_Details_5
STOCKHOLDERS' EQUITY (Details 5) | 12 Months Ended |
Dec. 31, 2014 | |
STOCKHOLDERS' EQUITY | |
Canceled/forfeited (in shares) | -142,375 |
2014 Employee Stock Purchase Plan | |
STOCKHOLDERS' EQUITY | |
Shares of common stock reserved for issuance | 1,000,000 |
Shares issued under plan | 24,375 |
Maximum percentage of annual salary that can be withheld | 10.00% |
Maximum duration of offering period | 12 months |
Number of offering periods in which an employee can participate at a time | 1 |
Number of consecutive purchase periods in an offering period | 2 |
Duration of the purchase period | 6 months |
Percentage applied to common stock market value in calculating purchase price under purchase plan | 85.00% |
Duration of the new offering period | 12 months |
1996 Employee Stock Purchase Plan | |
STOCKHOLDERS' EQUITY | |
Shares issued under plan | 968,829 |
Canceled/forfeited (in shares) | 231,171 |
STOCKHOLDERS_EQUITY_Details_6
STOCKHOLDERS' EQUITY (Details 6) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Stock-Based Compensation Expense | |||
Stock-based compensation expense included in operating expenses | $7,658,000 | $4,435,000 | $5,311,000 |
Stock options | |||
Stock-Based Compensation Expense | |||
Vesting period of awards | 4 years | ||
Stock-based compensation expense related to extension of the post-termination exercise period | 205,000 | ||
Research and development | |||
Stock-Based Compensation Expense | |||
Stock-based compensation expense included in operating expenses | 2,545,000 | 1,741,000 | 2,336,000 |
Restructuring charges | |||
Stock-Based Compensation Expense | |||
Stock-based compensation expense included in operating expenses | 28,000 | 107,000 | |
General and administrative | |||
Stock-Based Compensation Expense | |||
Stock-based compensation expense included in operating expenses | $5,113,000 | $2,666,000 | $2,868,000 |
STOCKHOLDERS_EQUITY_Details_7
STOCKHOLDERS' EQUITY (Details 7) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Assumptions used to estimate fair value of awards | |||
Dividends paid to date | $0 | ||
Compensation cost related to unvested stock awards not yet recognized | |||
Compensation cost not yet recognized, net of estimated forfeitures (in dollars) | $15,032,000 | ||
Period for recognition of compensation cost on weighted average basis | 27 months | ||
Purchase Plans | |||
Assumptions used to estimate fair value of awards | |||
Dividend yield (as a percent) | 0.00% | 0.00% | 0.00% |
Expected volatility range, minimum (as a percent) | 83.50% | 50.60% | 45.80% |
Expected volatility range, maximum (as a percent) | 166.60% | 139.10% | 77.40% |
Risk-free interest rate range, minimum (as a percent) | 0.06% | 0.09% | 0.06% |
Risk-free interest rate range, maximum (as a percent) | 0.15% | 0.21% | 0.21% |
Additional disclosures | |||
Weighted average estimated fair value of purchase rights (in dollars per share) | $2.10 | $0.75 | $0.59 |
Purchase Plans | Minimum | |||
Assumptions used to estimate fair value of awards | |||
Expected term | 6 months | 6 months | 6 months |
Purchase Plans | Maximum | |||
Assumptions used to estimate fair value of awards | |||
Expected term | 12 months | 12 months | 12 months |
Stock options | |||
Assumptions used to estimate fair value of awards | |||
Dividend yield (as a percent) | 0.00% | 0.00% | 0.00% |
Expected volatility range, minimum (as a percent) | 89.80% | 74.20% | 63.10% |
Expected volatility range, maximum (as a percent) | 92.20% | 79.20% | 74.00% |
Risk-free interest rate range, minimum (as a percent) | 1.64% | 0.80% | 0.81% |
Risk-free interest rate range, maximum (as a percent) | 1.92% | 1.97% | 1.25% |
Expected term | 5 years 6 months | 6 years | 6 years |
Additional disclosures | |||
Weighted average estimated fair value of employee stock options granted (in dollars per share) | $3.57 | $1.03 | $0.89 |
STOCKHOLDERS_EQUITY_Details_8
STOCKHOLDERS' EQUITY (Details 8) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Stock-Based Compensation to Service Providers | |||
Stock-based compensation for services by non-employees | $253,000 | $252,000 | $183,000 |
Consultants | Stock options | |||
Stock-Based Compensation to Service Providers | |||
Shares granted (in shares) | 75,000 | 80,000 | 50,000 |
Stock-based compensation for services by non-employees | 94,000 | 92,000 | 135,000 |
Consultants and Vendors | Common Stock | |||
Stock-Based Compensation to Service Providers | |||
Shares granted (in shares) | 71,239 | 66,853 | 170,298 |
Stock-based compensation for services by non-employees | 158,000 | 202,000 | 1,010,000 |
Prepaid asset relating to operating expense | $7,000 |
STOCKHOLDERS_EQUITY_Details_9
STOCKHOLDERS' EQUITY (Details 9) | Dec. 31, 2014 | Dec. 31, 2013 |
STOCKHOLDERS' EQUITY | ||
Outstanding stock options (in shares) | 16,958,944 | 15,576,216 |
Options and awards available for grant (in shares) | 13,384,883 | 16,207,250 |
Warrants outstanding (in shares) | 1,007,893 | |
Total (in shares) | 32,327,345 | |
2014 Employee Stock Purchase Plan | ||
STOCKHOLDERS' EQUITY | ||
Options and awards available for grant (in shares) | 975,625 |
STOCKHOLDERS_EQUITY_Details_10
STOCKHOLDERS' EQUITY (Details 10) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
401(k) Plan | |||
Matching contribution by employer (as a percent) | 50.00% | 75.00% | 100.00% |
Period of vesting of matching contributions | 4 years | 4 years | |
Service period of employees | 4 years | 4 years | |
Unvested amount under the defined-contribution savings plan to be amortized | $273,000 | ||
Geron 401K Plan | |||
401(k) Plan | |||
Operating expenses as a result of accelerated vesting of unvested prior employer matches for employees affected by recent restructurings | 266,000 | 370,000 | |
Research and development | Geron 401K Plan | |||
401(k) Plan | |||
Operating expense recorded for vested portion of employer matching contribution | 175,000 | 156,000 | 616,000 |
General and administrative | Geron 401K Plan | |||
401(k) Plan | |||
Operating expense recorded for vested portion of employer matching contribution | $143,000 | 157,000 | 259,000 |
STOCKHOLDERS_EQUITY_Details_11
STOCKHOLDERS' EQUITY (Details 11) (Maximum, Sales Agreement, USD $) | 0 Months Ended |
Oct. 08, 2012 | |
Maximum | Sales Agreement | |
Common Stock | |
Aggregate offering price of common stock | $50,000,000 |
Maximum commission rate (as a percent) | 3.00% |
LICENSE_AGREEMENTS_Details
LICENSE AGREEMENTS (Details) (USD $) | 0 Months Ended | 12 Months Ended |
Dec. 15, 2014 | Dec. 31, 2014 | |
item | ||
LICENSE AGREEMENTS | ||
Amount expected to be recognized as revenue | $35,000,000 | |
Expected Revenue | ||
LICENSE AGREEMENTS | ||
Amount expected to be recognized as revenue | 35,000,000 | |
License agreements | Janssen Biotech | Initial Period | ||
LICENSE AGREEMENTS | ||
Upfront payment received | 35,000,000 | |
Number of agreed upon studies | 2 | |
Percentage of costs to be paid by Geron | 50.00% | |
Percentage of costs to be paid by Janssen | 50.00% | |
Notification period | 24 months | |
License agreements | Janssen Biotech | U.S. Opt-In Rights exercised | ||
LICENSE AGREEMENTS | ||
Percentage of costs to be paid by Geron | 20.00% | |
Percentage of costs to be paid by Janssen | 80.00% | |
Continuation Election milestone payment | 65,000,000 | |
Aggregate maximum total payments for development and regulatory milestones under collaboration agreement | 470,000,000 | |
Aggregate maximum total of payments for sales milestones under collaboration agreement | 350,000,000 | |
Tiered royalties percentage, low end of the range | mid-teens | |
Tiered royalties percentage, high end of the range | low twenties | |
U.S. selling effort percentage | 20.00% | |
License agreements | Janssen Biotech | U.S. Opt-In Rights not exercised | ||
LICENSE AGREEMENTS | ||
Continuation Election milestone payment | 65,000,000 | |
Full U.S. Rights fee | 70,000,000 | |
Aggregate maximum total payments for development and regulatory milestones under collaboration agreement | 415,000,000 | |
Aggregate maximum total of payments for sales milestones under collaboration agreement | $350,000,000 | |
Tiered royalties percentage, low end of the range | double-digit | |
Tiered royalties percentage, high end of the range | mid-teens | |
License agreements | Janssen Biotech | Collaborative Arrangement Development IP Jointly Or Solely Owned | ||
LICENSE AGREEMENTS | ||
Percentage of costs to be paid by Geron | 50.00% | |
Percentage of costs to be paid by Janssen | 50.00% |
LICENSE_AGREEMENTS_Details_2
LICENSE AGREEMENTS (Details 2) (License agreements, USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
GE Healthcare UK Limited | ||
LICENSE AGREEMENTS | ||
License fee revenue | $0 | $825,000 |
TA Sciences | ||
LICENSE AGREEMENTS | ||
Non-refundable upfront payment recognized in other income | $2,500,000 |
INCOME_TAXES_Details
INCOME TAXES (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Significant components of deferred tax assets | |||
Net operating loss carryforwards | $281,300,000 | $271,800,000 | |
Purchased technology | 6,300,000 | ||
Research credits | 23,400,000 | 22,700,000 | |
Capitalized research and development | 2,100,000 | 6,600,000 | |
License fees | 500,000 | 700,000 | |
Other - net | 7,600,000 | 10,100,000 | |
Total deferred tax assets | 314,900,000 | 318,200,000 | |
Valuation allowance for deferred tax assets | -314,900,000 | -318,200,000 | |
Valuation allowance | |||
Increase (decrease) in valuation allowance | -3,300,000 | -5,500,000 | 14,200,000 |
Valuation allowance for deferred tax assets related to benefits of stock option deductions | $4,900,000 |
INCOME_TAXES_Details_2
INCOME TAXES (Details 2) (USD $) | Dec. 31, 2014 |
Domestic federal | |
Operating loss carryforwards | |
Net operating loss carryforwards | $774,000,000 |
State | |
Operating loss carryforwards | |
Net operating loss carryforwards | $395,000,000 |
INCOME_TAXES_Details_3
INCOME TAXES (Details 3) (Research and development, USD $) | Dec. 31, 2014 |
Domestic federal | |
Tax credit carryforwards | |
Tax credit carryforwards | $14,900,000 |
State | |
Tax credit carryforwards | |
Tax credit carryforwards | $13,000,000 |
INCOME_TAXES_Details_4
INCOME TAXES (Details 4) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Unrecognized tax benefits | |
Unrecognized tax benefits, if recognized would impact effective tax rate | $17,100,000 |
Balance at the beginning of the period | 11,600,000 |
Increase related to prior year tax positions | 5,100,000 |
Increase related to current year tax positions | 400,000 |
Balance at the end of the period | 17,100,000 |
Interest and penalties expense related to unrecognized tax benefits | $0 |
SEGMENT_INFORMATION_Details
SEGMENT INFORMATION (Details) | 12 Months Ended |
Dec. 31, 2014 | |
item | |
SEGMENT INFORMATION | |
Number of operating segments | 1 |
CONSOLIDATED_STATEMENTS_OF_CAS3
CONSOLIDATED STATEMENTS OF CASH FLOWS DATA (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Supplemental Operating Activities: | |||
Issuance of common stock for services rendered to date or to be received in future periods | $69 | ||
Issuance of common stock for 401(k) matching contributions | 313 | 839 | 1,361 |
Reclassification between deposits and other current assets | 190 | 219 | 526 |
Supplemental Investing Activities: | |||
Net unrealized loss on marketable securities | ($70) | ($54) | ($38) |
SELECTED_QUARTERLY_FINANCIAL_I2
SELECTED QUARTERLY FINANCIAL INFORMATION (UNAUDITED) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
SELECTED QUARTERLY FINANCIAL INFORMATION (UNAUDITED) | |||||||||||
Revenues | $178,000 | $160,000 | $341,000 | $474,000 | $225,000 | $181,000 | $112,000 | $765,000 | |||
Operating expenses | 9,189,000 | 10,067,000 | 9,004,000 | 9,205,000 | 9,500,000 | 8,914,000 | 9,077,000 | 12,750,000 | 37,465,000 | 40,241,000 | 74,467,000 |
Net loss | -8,947,000 | -9,549,000 | -8,734,000 | -8,440,000 | -9,281,000 | -8,254,000 | -8,947,000 | -11,897,000 | -35,670,000 | -38,379,000 | -68,881,000 |
Basic and diluted net loss per share (in dollars per share) | ($0.06) | ($0.06) | ($0.06) | ($0.06) | ($0.07) | ($0.06) | ($0.07) | ($0.09) | ($0.23) | ($0.30) | ($0.54) |
Restructuring charges | $430,000 | $1,462,000 | $2,702,000 |
SUBSEQUENT_EVENT_Details
SUBSEQUENT EVENT (Details) (Subsequent event, USD $) | 0 Months Ended | 12 Months Ended |
Mar. 03, 2015 | Dec. 31, 2015 | |
position | position | |
Subsequent event | ||
SUBSEQUENT EVENT | ||
Number of positions before organizational resizing | 39 | |
Number of positions after organizational resizing | 21 | |
Restructuring workforce reduction percentage | 46.00% | |
Aggregate potential restructuring charges | $1,900,000 | |
Expected cash payments | $1,500,000 | |
Number of positions eliminated | 18 |