UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-K
(Mark One)
x |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2015
or
¨ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transaction period from __________
to __________
Commission file number: 001-36860
LION BIOTECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in
Its Charter)
Nevada |
|
75-3254381 |
(State or Other Jurisdiction of
Incorporation or Organization) |
|
(I.R.S. Employer
Identification No.) |
112 West 34th Street, 17th Floor, New York, New York |
|
10120 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
(212) 946-4856
(Registrant’s Telephone Number, Including
Area Code)
Securities registered pursuant to Section 12(b)
of the Act:
|
Name Of Each Exchange |
Title of Each Class |
On Which Registered |
Common Stock, $0.000041666 Par Value per Share |
The Nasdaq Global Market |
Securities registered pursuant to Section 12(g)
of the Act:
None
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No
x
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No
x
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes x
No ¨
Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files). Yes x
No ¨
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein,
and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated
by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes ¨
No x
Indicate by check mark whether the registrant is a large accelerated
filer, accelerated filer or non-accelerated filer (See the definitions of “large accelerated filer,” “accelerated
filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act) (Check one).
Large accelerated filer ¨ |
Accelerated filer x |
Non-accelerated filer ¨ (Do not check if a smaller reporting company) |
Smaller reporting company ¨ |
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨
No x
The aggregate market value of the registrant’s common
stock held by non-affiliates on June 30, 2015, the last business day of the registrant’s most recently completed second
fiscal quarter, was approximately $314,385,000. Shares of common stock held by directors and executive officers and any ten percent
or greater stockholders and their respective affiliates have been excluded from this calculation, because such stockholders may
be deemed to be "affiliates" of the Registrant. This is not necessarily determinative of affiliate status of other purposes.
As of February 29, 2016, there were 48,567,720 shares of the registrant’s common stock outstanding.
Documents Incorporated By Reference
Portions of registrant’s proxy statement relating to registrant’s
2016 annual meeting of stockholders to be filed with the Securities and Exchange Commission pursuant to Regulation 14A, not later
than 120 days after the close of the registrant’s fiscal year, are incorporated by reference in Part III of this annual report
on Form 10-K.
TABLE OF CONTENTS
“SAFE HARBOR” STATEMENT
Some of the information contained in
this Annual Report may include forward-looking statements that reflect our current views with respect to our research and
development activities, business strategy, expectations about the trials, regulatory approvals, manufacturing
arrangements, business plan, financial performance and other future events. These statements include
forward-looking statements both with respect to us, specifically, and the biotechnology sector, in general. Statements that
include the words “expect,” “intend,” “plan,” “believe,”
“project,” “estimate,” “may,” “should,” “anticipate,”
“will” and similar statements of a future or forward-looking nature identify forward-looking statements for
purposes of the federal securities laws or otherwise.
All forward-looking statements involve
inherent risks and uncertainties, and there are or will be important factors that could cause actual results to differ materially
from those indicated in these statements. We believe that these factors include, but are not limited to, those factors set forth
in the sections entitled “Business,” “Risk Factors,” “Legal Proceedings,” “Management’s
Discussion and Analysis of Financial Condition and Results of Operations,” and “Controls and Procedures” in this
Annual Report, all of which you should review carefully. Please consider our forward-looking statements in light of those risks
as you read this Annual Report. We undertake no obligation to publicly update or review any forward-looking statement, whether
as a result of new information, future developments or otherwise, except as required by law.
If one or more of these or other risks
or uncertainties materializes, or if our underlying assumptions prove to be incorrect, actual results may vary materially from
what we anticipate. All subsequent written and oral forward-looking statements attributable to us or individuals acting on our
behalf are expressly qualified in their entirety by this Statement.
PART I
Overview
We are a clinical-stage biotechnology company
focused on the development and commercialization of novel cancer immunotherapy products designed to harness the power of a patient's
own immune system to eradicate cancer cells. Our lead program is an adoptive cell therapy utilizing tumor-infiltrating lymphocytes
(TIL), which are T cells derived from patients’ tumors, for the treatment of metastatic melanoma. We are also pursuing the
development of TIL for other solid tumor cancer indications. In February 2016, we announced that the US Food and Drug Administration
(FDA) allowed our Investigational New Drug (IND) application to conduct clinical studies using our TIL therapy in cervical and
head and neck cancers, we plan to initiate clinical trials in at least one of these indications during 2016.
A patient's immune system, particularly their
TIL, plays an important role in identifying and killing cancer cells. TIL consist of a heterogeneous population of T cells that
can recognize a wide variety of cancer-specific mutations and can overcome tumor escape mechanisms. TIL therapy involves growing
a patient's TIL in special culture conditions outside the patient's body, or ex vivo, and then infusing the T cells back into the
patient in combination with interleukin-2 (IL-2). By taking TIL away from the immune-suppressive tumor microenvironment in the
patient, the T cells can rapidly proliferate. Billions of TIL, when infused back into the patient, are better able to search out
and potentially eradicate the tumor.
During the second half of 2015, we opened enrollment
in a Phase 2 clinical trial of our lead product candidate, LN-144, for the treatment of refractory metastatic melanoma. This single-arm
study is for patients with metastatic melanoma whose disease has progressed following treatment with at least one systemic therapy.
The trial opened for enrollment during the second half of 2015 and will be conducted at up to ten sites. The purpose of the study
is to evaluate the safety, efficacy and feasibility of our autologous TIL infusion (LN-144). The trial’s primary endpoints
include safety and feasibility of LN-144 production using our central manufacturing process. Secondary outcome measures include
an additional feasibility measure of number of patients successfully infused with LN-144 and the best overall response rate.
In September 2015, Dr. Steven Rosenberg, M.D.,
Ph.D., Chief of the Surgery Branch of the National Cancer Institute (NCI) and a recognized pioneer in immuno-oncology and adoptive
cell therapy using TIL, presented updated data from a Phase 2 clinical trial of TIL therapy in metastatic melanoma at the American
Association for Cancer Research Inaugural International Cancer Immunotherapy Conference. Data was presented from a 101 patient,
Phase 2 clinical trial conducted at the NCI. In the trial, patients with advanced metastatic melanoma were equally divided in two
groups. Both groups were treated according to standard TIL protocol using chemo-ablation, with the second group also receiving
total body irradiation. 54% of the patients treated with TIL therapy achieved an objective response. An objective response occurs
when there is a complete remission or a partial remission of the tumor. A complete remission requires a complete disappearance
of all detectable evidence of disease, and a partial remission typically requires at least approximately 50% regression of measurable
disease without new sites of disease. Out of the 101 patients, 24 (24%) had experienced a complete remission and 23 of the 24 (96%)
showed durability of this response at 30 to 47 months following treatment. Median follow-up time was approximately 35 months. Overall
survival (OS) was approximately 80% at 12 months, and median OS had not yet been achieved. Median progression-free survival was
approximately 10 months, and 35% of patients were without disease progression at 4 years.
In further support of our internal research
and clinical development activities, we have a Cooperative Research and Development Agreement (CRADA) with the U.S. Department
of Health and Human Services, as represented by the NCI, through which we are funding the research and development of TIL-based
product candidates for the treatment of advanced solid tumors. Pursuant to the CRADA, we fund TIL research and clinical trials
that are being conducted by Dr. Steven Rosenberg. This five-year CRADA expires in August 2016 unless the parties agree to extend
it. We anticipate that we will begin discussions to renew the agreement with the NCI during the first half of 2016.
We have a worldwide, exclusive patent license
from the National Institutes of Health (NIH) for intellectual property to develop, manufacture and commercialize TIL therapy for
the treatment of melanoma, which was amended in 2015 to include the exclusive license of this intellectual property for the treatment
of lung cancer, HPV-associated cancers, breast cancer, and bladder cancer. We also have an exclusive license from the NIH for intellectual
property relating to a TIL-based therapy for use in melanoma in which TIL that express various inhibitory receptors such as 4-1BB
(also known as CD137), PD-1, TIM-3 and LAG-3 are selected and expanded for infusion into the patient. TIL that express these proteins
are associated with higher tumor reactivity than other TIL populations, so fewer cells may be needed to be therapeutically effective.
During 2015, we received orphan drug designation
for LN-144 in the United States to treat metastatic melanoma. This designation provides seven years of market exclusivity in the
United States, subject to certain limited exceptions. However, the orphan drug designation does not convey any advantage in or
shorten the duration of the regulatory review or approval process.
We are pursuing refractory metastatic melanoma
as our first target indication because of the promising initial NCI results and the commercial opportunity inherent in the significant
unmet need of this patient population. Melanoma is a common type of skin cancer, accounting for approximately 74,000 patients diagnosed
and 9,900 deaths each year in the United States according to the American Cancer Society’s Cancer Estimated 2015 Facts and
Figures. According to the NCI’s Surveillance, Epidemiology and End Results (SEER) program, about 4-7% of patients with melanoma
have metastatic disease. Patients with relapsed/refractory metastatic melanoma following treatment under the current standards
of care have a particularly dire prognosis with very few curative treatment options.
In addition to the research and development
being conducted under the CRADA, in 2014 we established our own internal research and development capabilities in Tampa, Florida,
near the H. Lee Moffitt Cancer & Research Institute (Moffitt) on the campus of the University of South Florida, to explore
the next-generation of TIL technology and new product candidates, as well as generate new intellectual property.
Company History
We filed our original Articles of Incorporation
with the Secretary of State of Nevada on September 17, 2007. Until March 2010, we were an inactive company known as Freight Management
Corp. On March 15, 2010, we changed our name to Genesis Biopharma, Inc., and in 2011 we commenced our current business. In May
2013 we completed a restructuring of our outstanding debt and equity securities (the “Restructuring”) and raised $1.25
million through the sale of our common stock. As part of the Restructuring, we converted $7.2 million of senior secured promissory
notes, $1.7 million of bridge promissory notes, and $0.3 million in other outstanding debt into shares of common stock at a conversion
price of $1.00 per share. In connection with, and shortly after the Restructuring, we replaced our Chief Executive Officer and
most of our directors. On July 24, 2013, we acquired Lion Biotechnologies, Inc., a Delaware corporation. On September 26, 2013,
we amended and restated our Articles of Incorporation to, among other things, change our name to Lion Biotechnologies, Inc., effect
a 1-for-100 reverse stock split (pro-rata reduction of outstanding shares) of our common stock, increase (after the reverse stock
split) the number of our authorized number of shares of common stock to 150,000,000 shares, and authorize the issuance of 50,000,000
shares of “blank check” preferred stock, $0.001 par value per share.
Our principal executive offices are located
at 112 West 34th Street, 18th Floor, New York, New York 10120, and our telephone number at that address is
(212) 946-4856. Our website is located at www.lionbio.com. Information on our website is not, and should not be considered, part
of this Annual Report.
Recent Developments
On December 21, 2015 we announced a collaboration
to conduct clinical and preclinical research in immuno-oncology with MedImmune. Lion will fund and conduct two Phase 2 clinical
trials combining MedImmune’s investigational PD-L1 inhibitor durvalumab with TIL for the treatment of patients with metastatic
melanoma and head and neck cancer.
On December 31, 2015, we filed an IND application
with the FDA seeking authorization to initiate a company-sponsored, multicenter Phase 2 study of LN-145 for the treatment of cervical
cancer and head and neck squamous cell carcinoma (HNSCC).
On February 1, 2016 we announced the allowance
of our IND by the FDA to begin clinical trials in cervical cancer, and head and neck squamous cell carcinoma (HNSCC).
On February 4, 2016 we announced the hiring
of Dr. Steven Fischkoff as our Chief Medical Officer.
Strategy
Our goal is to be a leader in the development
and commercialization of cell-based immunotherapies to treat solid tumors. We are developing a portfolio of TIL-based product candidates
with the potential to meaningfully improve survival and quality of life for cancer patients. Key elements of our strategy include:
Expedite
clinical development, regulatory approval, and commercialization of our lead product candidate
Based
on results from NCI-sponsored clinical trials, we plan to advance our lead product candidate, LN-144, for the treatment of patients
with refractory metastatic melanoma. We filed an IND with the FDA in December 2014 to initiate a company-sponsored Phase 2 single-arm,
multicenter clinical trial of LN-144 in patients with refractory metastatic melanoma. We began enrollment of this study in the
second half of 2015.
If
data from this company-sponsored Phase 2 trial are consistent with previous results from the NCI, we will initiate a multicenter,
registration trial. Assuming the results from the registration trial are positive, we will discuss with the FDA the filing of
a Biologic License Application (BLA) for approval of LN-144 as a treatment for patients with refractory metastatic melanoma. The
FDA may grant accelerated approval for product candidates for serious conditions that fill an unmet medical need based on a surrogate
or intermediate clinical endpoint, including an objective response rate, because such response rate is considered reasonably likely
to predict a real clinical benefit of longer life. We believe our accelerated approval strategy may be warranted given the limited
options for patients with refractory metastatic melanoma. However, even if the FDA grants accelerated approval, confirmatory trials
may still be required by the FDA.
Continue
collaboration with our partners, and increase our internal research and development activities, to improve and develop adoptive
cell therapy technologies
Since
September 2014, we have hired 12 positions within our research and development group in addition to opening our R&D facility
in Tampa, Florida. We anticipate further hiring in 2016 in support of expanding our research activities. In addition, our Cooperative
Research and Development Agreement (“CRADA”) with the NCI offers us the opportunity to identify technologies for development
based on human proof-of-concept data, which significantly reduces the risk in our product portfolio. In collaboration with the
NCI, we are exploring the treatment of additional solid tumor indications, including cervical, head and neck, lung, bladder, and
breast cancers. In early 2016, we received the allowance of our IND in head and neck cancer and cervical cancer. The INDs are
based on human proof-of-concept results generated by the NCI under the CRADA. Our CRADA with the NCI expires in 2016 but may be
extended for an additional five years. We intend to work with the NCI to further identify future product candidates, including
products based on additional novel immunotherapy technology. Our goal is to exclusively license and develop, and obtain regulatory
marketing approval for TIL-based technologies to treat a variety of solid cancers based on data from NCI-sponsored clinical trials
that we are funding under the CRADA.
Establish
commercialization capabilities of current and future pipeline products
We
continue to invest in improving the process and efficiency of manufacturing our product candidates. We plan to use contract manufacturing
organizations (CMOs) to supply our TIL-based products for our clinical trials in the near term. CMOs limit the amount of upfront
capital investment; however, we may establish our own manufacturing facilities in the future for better margins and rapid implementation
of innovative changes. We intend to carefully manage our cost structure, and reduce the long-term cost of manufacturing our products,
although there can be no assurance that we will be able to reduce our manufacturing costs to commercially attractive levels.
Immune system
The immune system recognizes danger signals
and responds to threats at a cellular level. The most significant components of the cellular aspect of the adaptive immune response
are T cells (or T lymphocytes), so called because they generally mature in the thymus. T cells can be distinguished from other
white blood cells by T cell receptors present on their cell surface. These receptors contribute to tumor surveillance by helping
T cells recognize infected cells as well as cancerous cells. T cells are involved in both sensing and killing infected or cancerous
cells, as well as coordinating the activation of other cells in an immune response.
Although the immune system is designed
to identify foreign or abnormal proteins expressed on tumor cells, this process is often defective, or not operating optimally,
in cancer patients. The defective process sometimes occurs when the cancer cells closely resemble healthy cells and go unnoticed
or if tumors lose their protein expression. Additionally, cancer cells employ a number of mechanisms to escape immune detection
to suppress the effect of the immune response. Some tumors also encourage the production of regulatory T cells that prevent cytotoxic
T cells from attacking the cancer.
Cancer immunotherapy
Despite the progress that has been made over
the past several decades, effective treatment of cancer, especially solid tumors, continues to be challenging. Some reasons solid
tumors are so difficult to treat are: (i) in many solid tumors, multiple genes (as many as hundreds of genes) are mutated, and
solid tumors are heterogeneous, (ii) it is not always clear
which particular mutations are critical, and (iii) tumors can adapt and find a way to evade treatments that target a single mutation.
In addition, the tumor can suppress the patient’s natural immune response. When T cells with cancer-specific receptors are
absent, present in low numbers, of poor quality or rendered inactive by suppressive mechanisms employed by tumor tissue, the cancer
can grow and spread to various organs. In addition, standard of care treatments for cancer can be deleterious to T cells' ability
to kill cancer.
We believe that adoptive cell therapy,
with the use of human cells as therapeutic entities to reengage the immune system, will be the next significant advancement in
the treatment of cancer. These cellular therapies may avoid the long-term side effects associated with current treatments and have
the potential to be effective regardless of the type of previous treatments patients have experienced. We believe TIL therapy in
particular has the potential to treat solid tumors by increasing the effectiveness and number of a patient's cancer-specific T
cells.
Tumor-infiltrating lymphocytes
Adoptive cell therapy with TIL involves
(1) harvesting T cells from a patient's tumor, (2) culturing and expanding the number of TIL, and (3) infusing the functional TIL
back into the patient followed by treatment with IL-2. TIL are a heterogeneous population of T cells that can recognize and kill
cancer cells. Currently, the TIL manufacturing process that we are developing takes approximately five to six weeks from receipt
of the patient's tumor to infusion of the TIL back into the patient. We intend to treat patients with a single infusion of TIL
after they receive a short chemotherapy lymphodepletion regimen, which is intended to improve the survival and proliferative capacity
of the newly infused T cells. After infusion, the TIL can proliferate inside a patient and potentially infiltrate the tumor microenvironment
to eliminate large numbers of cancer cells. TIL can overcome several mechanisms of tumor escape to which endogenous T cells may
be susceptible.
Clinical results with TIL in metastatic melanoma
To date, hundreds of metastatic melanoma
patients have already been treated with TIL therapy at different hospitals in the US, Europe, Canada, and Israel. Clinical responses
have been relatively consistent: approximately half of the melanoma patients treated with TIL have an objective response (i.e.
tumor regression of 50% or more), and approximately 10-24 percent of patients have a complete response with no evidence of disease
remaining after only one administration). Many patients respond to TIL therapy despite experiencing tumor progression after previously
being treated with other therapies.
In September 2015, Dr. Steven Rosenberg, presented
updated data from a Phase 2 clinical trial of Til therapy in metastatic melanoma at the American Association for Cancer Research
Inaugural International Cancer Immunotherapy Conference. Data was presented from a 101-patient, Phase 2 clinical trial conducted
at the NCI. In this trial, patients with advanced metastatic melanoma were equally divided in two groups. Both groups were treated
according to standard TIL protocol using chemo-ablation, with the second group also receiving total body irradiation. 54% of the
patients treated with TIL therapy achieved an objective response. An objective response occurs when there is a complete remission
or a partial remission of the tumor. A complete remission requires a complete disappearance of all detectable evidence of disease,
and a partial remission typically requires at least approximately 50% regression of measurable disease without new sites of disease.
Out of the 101 patients, 24 (24%) had experienced a complete remission and 23 of the 24 patients (96%) showed durability of this
response at 30 to 47 months following treatment. Median follow-up time was approximately 35 months. Overall survival (OS) was
approximately 80% at 12 months, and median OS had not yet been achieved. Median progression-free survival was approximately 10
months, and 35% of patients were without disease progression at 4 years. The chart below shows the overall response rate at 54
months as of October 1, 2015 including the results of those patients receiving total body irradiation (TBI) and those that didn’t.
Survival of Patients
with Metastatic Melanoma Treated with Autologous
Tumor Infiltrating
Lymphocytes and IL-2
Source: Steven A. Rosenberg, Society
of Immunotherapy of Cancer, 2015
In a publication in Clinical Cancer Research
in July 2011, data was presented from 93 patients with metastatic melanoma who were treated at the NCI with TIL therapy (after
a lymphodepletion regimen of either chemotherapy alone or with two different doses of radiation) followed by IL-2. Of these patients,
20 out of 93 (22%) achieved a complete tumor regression, and 32 (34%) patients achieved a partial remission for a total overall
response rate of 56%, 19 of the 20 complete response patients were reported to have ongoing complete responses beyond three years.
The 5-year survival rate of 29% for all 93 patients was similar regardless of prior treatment, with the possible exception of the
5-year survival rate of 44% for the 11 patients who progressed after receiving prior anti-CTLA4 treatment.
Product pipeline
We are developing a portfolio of TIL-based
products for the treatment of solid tumors. Our lead pipeline candidate, LN-144, is an adoptive cell therapy using TIL to treat
patients with refractory metastatic melanoma. In addition to LN-144, we intend to develop additional TIL-based pipeline products
to treat a variety solid tumors, as well as next-generation TIL therapies that are more potent and less costly to manufacture.
Under our CRADA, we are providing research and development funding to the NCI for the development of TIL therapies for a variety
of solid tumor indications, including cervical, head and neck, bladder, breast, and lung cancers. Depending on the data developed
from these efforts, we expect to expand our product development efforts to develop TIL products for one or more of these other
indications. In addition, at our research and development facility in Tampa, Florida, we are developing and evaluating a variety
of technologies that can potentially improve the growth and potency of TIL.
LN-144
We are developing LN-144 to treat metastatic
melanoma. Melanoma is a common type of skin cancer, accounting for approximately 76,800 patients diagnosed and 10,130 deaths each
year in the United States according to the American Cancer Society, Cancer Facts and Figures estimates for 2015. Patients with
relapsed/refractory metastatic melanoma following treatment under the current standards of care have a particularly dire prognosis
with very few curative treatment options.
The National Comprehensive Cancer Network
(NCCN) has recently updated its recommendations for the treatment of patients with unresectable or metastatic melanoma. Initial
therapy can include checkpoint inhibitors either alone or in combination (ipilimumab, nivolumab, pembrolimumab), targeted therapies
for patients with BRAF mutations (dabrafenib/trametinib, vemurafenib/cobimetinib combinations or single agents) or a clinical trial.
For patients not responding or progressing and having an adequate clinical status, agents selected from the previous list but of
a different therapeutic class can be used as well as high dose IL-2 or a clinical trial. Patients who do not respond to the current
second-line therapies have very few treatment options and typically have a very poor prognosis.
LN-145
We are developing LN-145 to treat cervical
and head and neck cancers. In December 2015, we filed an IND application with the FDA to conduct clinical trials of LN-145 in
these cancers, and in February, 2016 we announced that the IND was allowed thereby permitting us to begin clinical trials in these
indications with our product. According to the American Cancer Society’s Cancer Facts and Figures estimates for 2015, it
is estimated that approximately 12,900 women are diagnosed in the United States every year with cervical cancer. If cervical cancer
has spread to surrounding tissues or organs and/or the regional lymph nodes, the five-year survival rate is 57%. If the cancer
has spread to a distant part of the body, the five-year survival rate is 16%. Head and neck cancer accounts for about 3% of all
cancers in the United States. This year, an estimated 59,300 people (43,400 men and 15,900 women) will develop head and neck cancer.
It is estimated that 12,300 deaths (8,900 men and 3,400 women) will occur in 2016.
Safety
Overall, toxicities or adverse events during
TIL therapy have almost entirely been associated with the either the lymphodepletion regimen or the high-dose IL-2 therapy given
after TIL infusion. Few adverse events have been documented following the TIL infusion itself, with Grade 3 or higher events rarely
found. Severe and life threatening toxicities due to TIL therapy occur mostly in the first week after cell infusion but generally
resolve within a few weeks. To date, some patients have experienced vitiligo and uveitis, but there has been no other evidence
of off-target effects associated with TIL therapy.
Early toxicities related specifically to
the infusion of TIL (those which are seen immediately following the cell infusion and prior to IL-2 administration) are generally
mild and include fevers, chills, headache, and malaise. Toxicities which occur following administration of IL-2 but are thought
to be related to the cells include immune mediated events such as vitiligo, transient uveitis, hearing loss, and vestibular dysfunction.
The use of the non-myeloablative lymphodepletion regimen prior to cell administration increases the toxicity of this treatment
as profound myelosuppression occurs in all patients.
The standard approach to the administration
of high-dose IL-2 in all studies is to continue dosing until patients can no longer tolerate treatment. The most commonly seen
grade 4 events are pulmonary and renal impairment, and mental status changes. These toxicities may sometimes require intubation
for protection of the patient’s airway. Although these patients require significant supportive measures during this period,
all toxicities are reversible and the overwhelming majority of patients have suffered no long term sequelae following this treatment
regimen. However, fatal complications are possible and it is therefore only appropriate to carry out this experimental treatment
in the context of life threatening metastatic cancer.
Development strategy
In February 2015, the FDA allowed an IND to
initiate our company-sponsored Phase 2, open-label, single-arm multicenter clinical trial to treat 20 patients with LN-144 for
refractory metastatic melanoma. Patients with refractory disease are those who have not responded to other, non-TIL treatments.
The trial’s primary endpoints include safety, and feasibility of LN-144 production using our central manufacturing process.
Secondary outcome measures include an additional feasibility measure of number of patients successfully infused with LN-144 and
the best overall response rate. If results are consistent with prior results at the NCI, we intend to initiate a larger trial
for regulatory approval. The design of this larger trial has yet to be confirmed and will depend on discussions with the FDA and
additional clinical data. At the end of 2015, we announced a collaboration to conduct clinical and preclinical research in immuno-oncology
with MedImmune. Lion will fund and conduct two Phase 2a clinical trials combining MedImmune’s investigational PD-L1 inhibitor
durvalumab with LN-144 for the treatment of patients with metastatic melanoma, and LN-145 for head and neck cancer. These trials
are expected to begin in 2016.
Additionally, at the end of 2015, we filed
an Investigational New Drug (IND) application with the FDA to conduct clinical trials of LN-145 in the treatment of cervical cancer,
and head and neck squamous cell carcinoma (HNSCC). In early 2016, the FDA allowed our IND application and we anticipate that we
will begin enrolling a trial for at least one of these indications during 2016.
In addition to our company-sponsored and
NCI-sponsored clinical trials, Moffitt is conducting a trial to evaluate TIL therapy in combination with ipilimumab or nivolumab
in patients with metastatic melanoma.
Other TIL-based Product Candidates
Under our CRADA with the NCI, we are providing
research and development and clinical funding for the development of TIL therapy for a variety of solid tumor indications, including
cervical, head and neck, bladder, breast, and lung cancers. Some of the work being conducted by the NCI includes a clinical trial
involving TIL therapy to treat advanced human papilloma virus (HPV)-positive cervical cancer. Data from this trial was published
in the Journal of Clinical Oncology in April 2015. Out of 9 cervical cancer patients treated with HPV-TIL, two experienced complete
remissions reported as ongoing at 22 and 15 months, respectively. Another patient experienced a three-month partial remission.
Additionally, the NCI has an ongoing trial to treat patients using TIL within lung cancer; only a couple patients have been treated
so far. Depending on results from the research and development and clinical trials conducted at the NCI, we will pursue the development
and regulatory approval of TIL therapy for additional indications.
Selected TIL
The NCI also has a clinical trial ongoing
to evaluate TIL selected for CD137 (also known as 4-1BB) expression to treat patients with metastatic melanoma. The NCI is working
on a process to select TIL that express PD-1. This next-generation TIL technology supports more potent and efficient TIL production
by selecting for TIL that express various inhibitory receptors, including 4-1BB, PD-1, TIM-3 and/or LAG-3. TIL that express these
proteins are associated with higher tumor reactivity, so potentially fewer of the enriched cells are needed to be therapeutically
effective. The technology has the potential to reduce the time and cost of manufacturing.
Process development/manufacturing
Our manufacturing and processing of TIL-based
product candidates is based on the NCI’s original manufacturing and processing of TIL, which we have modified so that it
can be reproduced in a Good Manufacturing Process (cGMP) environment. We believe we have streamlined and improved the NCI’s
original process to be able to produce TIL in a cGMP facility.
Because it is critical to rapidly treat patients
with highly aggressive cancers, we are implementing in our company-sponsored Phase 2 clinical trial, a manufacturing process for
LN-144 that takes approximately five to six weeks from receipt of the patient’s tumor to infusion of the TIL back to the
patient. The processing of LN-144 begins with the collection of the patient’s tumor, which is then sent to a central processing
facility, where the T cells are isolated. These cells are stimulated to proliferate, then propagated in cell culture flasks until
sufficient cells are available for infusion back into the patient. The TIL is then washed at the cell processing site and shipped
back to the clinical center where they can be administered to the patient. In preparation for administration of the TIL, the patient
undergoes a short chemotherapy lymphodepletion regimen, which is intended to improve the survival and proliferative capacity of
the newly infused T cells. The following diagram illustrates our proposed TIL manufacturing process.
We have entered into Manufacturing Services
Agreements with Lonza Walkersville, Inc. (Lonza) and WuXi Apptech (WuXi) pursuant to which they have agreed to manufacture, package,
ship and handle quality assurance and quality control of certain clinical trials for our TIL products. The production line for
LN-144 is established at Lonza and is providing product for our Phase 2 trial in metastatic melanoma. We expect that the TIL production
line at WuXi to be available to produce TIL product by the end of 2016. Cell processing activities will be conducted at both companies
under current good manufacturing processes, or cGMP, using qualified equipment and materials. We believe all materials and components
utilized in the production of the final TIL product are readily available from qualified suppliers. We expect to rely on Lonza
and Wuxi to meet anticipated clinical trial demands. In the future, we may rely on them or other third parties, or develop our
own manufacturing capabilities for the manufacturing and processing of TIL-based product candidates for our clinical trials. To
meet projected needs for commercial sale quantities, we may develop our own commercial manufacturing facility to supply and process
products. Developing our own manufacturing capabilities may require more costs than we anticipate or result in significant delays.
If we are unable to develop our own manufacturing capabilities, we will rely on contract manufacturers, including both current
and alternate suppliers, to ensure sufficient capacity is available for commercial purposes.
Commercialization plan
We currently have no sales, marketing or commercial product distribution capabilities and have limited
experience as a company in marketing products. As we progress our clinical trials for our leading product candidates, we intend
to further assess the costs and benefits associated with building our own sales and commercialization capabilities.
In the U.S., there are approximately 76,800
patients diagnosed with melanoma each year. About 4-7% of patients with melanoma have metastatic disease. If LN-144 is approved,
we expect to commercialize the product in the U.S. with a focused specialty sales force targeting the top 50 hospitals and clinics
that have experience in treating patients with IL-2. We believe we can address physicians who treat metastatic melanoma with a
direct specialty sales force.
Additionally, we are developing LN-145 to treat
cervical and head and neck cancers. It is estimated that approximately 13,000 women are diagnosed in the U.S. every year with cervical
cancer. If cervical cancer has spread to surrounding tissues or organs and/or the regional lymph nodes, the five-year survival
rate is 57%. If the cancer has spread to a distant part of the body, the five-year survival rate is 16%. Head and neck cancer accounts
for about 3% of all cancers in the U.S. This year, an estimated 59,000 people (43,000 men and 16,000 women) will develop head and
neck cancer in this country. It is estimated that 12,000 deaths (9,000 men and 3,000 women) will occur in 2016 from this disease.
Outside the US, we have not yet defined our
regulatory and commercial strategy for our TIL products. Our commercial strategy for markets outside the US may include the use
of strategic partners, distributors, a contract sales force or the establishment of our own commercial infrastructure. We plan
to further evaluate these alternatives as we approach approval for one of our product candidates.
As additional product candidates advance through
our pipeline, our commercial plans may change. Clinical data, size of the development programs, size of the target market, size
of a commercial infrastructure, intellectual property protection and manufacturing needs may all influence our U.S., Europe and
rest-of-world strategies.
Intellectual property
Intellectual property is of importance
in our field and in biotechnology generally. We seek to protect and enhance proprietary technology, inventions, and improvements
that are commercially important to the development of our business by seeking, maintaining, and defending patent rights, whether
developed internally or licensed from third parties. We plan also to rely on regulatory protection afforded through orphan drug
designations, data exclusivity, market exclusivity and patent term extensions where available. To achieve this objective, a strategic
focus for us has been to identify and license key patents that provide protection and serve as an optimal platform to enhance our
intellectual property and technology base.
We have conducted an extensive freedom-to-operate
(FTO) analysis of the current patent landscape with respect to our lead product candidate, and based on the analysis, we believe
that we have the FTO for TIL therapy. However, the area of patent and other intellectual property rights in biotechnology is an
evolving one with many risks and uncertainties.
Research, development and license agreements
Currently, our research and development
is conducted with the NIH under the CRADA and at our own internal research and development laboratory in Tampa, Florida, near the
H. Lee Moffitt Cancer & Research Institute (Moffitt) on the campus of the University of South Florida. See Part II—Item
7—“Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this report
for additional detail regarding our research and development activities.
National Institutes of Health and the National Cancer
Institute Cooperative Research and Development Agreement
Effective August 5, 2011,
we signed a Cooperative Research and Development Agreement (CRADA) with the National Institutes of Health and the National Cancer
Institute (NCI). Under the terms of the five-year cooperative research and development agreement, we have been working with Dr.
Steven A. Rosenberg, to develop adoptive cell immunotherapies that are designed to destroy metastatic melanoma cells using a patient’s
tumor infiltrating lymphocytes.
On January 22, 2015,
we entered into an amendment to the CRADA to include four new indications. As amended, in addition to metastatic melanoma, the
CRADA now also includes the development of TIL therapy for the treatment of patients with bladder, lung, triple-negative breast,
and HPV-associated cancers. Under the amendment, the NCI also has agreed to provide us with samples of all tumors covered by the
amendment for performing studies related to improving TIL selection and/or TIL scale-up production and process development.
Each party to the CRADA individually owns
all inventions, data and materials produced solely by its employees in the course of performing the activities under the CRADA.
The parties jointly own any inventions and materials that are produced by employees of both parties in the course of performing
activities under the CRADA. Subject to certain conditions, this collaboration provides us with the first option to negotiate commercialization
licenses from the NIH to intellectual property relating to TIL-based product candidates conceived or first reduced to practice
in performance of the CRADA research plan. This includes the right to negotiate a license to intellectual property related to
TIL-based product candidates that are being tested in multiple clinical trials that we are funding under the CRADA. We may exercise
this right by providing written notice after either (1) we receive notice that a patent application covering an invention has
been filed, or (2) the date on which we file a patent application for an invention. We then have ten months to negotiate the license
with the NIH. These time periods may be extended by the U.S. Public Health Service upon good cause. Pursuant to the terms of the
CRADA, we are currently required to make quarterly payments of $500,000 to the NCI for support of research activities. To the
extent we license patent rights relating to a TIL-based product candidate, we will be responsible for all patent-related expenses
and fees, past and future, relating to the TIL-based product candidate. In addition, we will be required to supply certain test
articles, including TIL, grown and processed under cGMP conditions, suitable for use in clinical trials, where we hold the IND
for such clinical trial. The CRADA has a five-year term expiring on August 5, 2016. Although there can be no assurance, we anticipate
that we will renew the agreement on similar terms. The CRADA may be terminated at any time by mutual written consent. We or NCI
may unilaterally terminate the CRADA for any reason or for no reason at any time by providing written notice at least 60 days
before the desired termination date.
Development and Manufacture TIL
Effective October 5, 2011,
we entered into a Patent License Agreement with the National Institutes of Health, an agency of the United States Public Health
Service within the Department of Health and Human Services (“NIH”), which License Agreement was subsequently amended
on February 9, 2015 and October 2, 2015. Pursuant to the License Agreement as amended, NIH granted to us an exclusive worldwide
right and license to develop and manufacture certain proprietary autologous tumor infiltrating lymphocyte adoptive cell therapy
products for the treatment of metastatic melanoma, bladder, lung, breast and HPV-associated cancers, including cervical and head
and neck. The License Agreement requires us to pay royalties based on a percentage of net sales (which percentage is in the mid-single
digits and subject to certain annual minimum royalty payments), a percentage of revenues from sublicensing arrangements, and lump
sum benchmark royalty payments on the achievement of certain clinical and regulatory milestones for each of the various indications
and other direct costs incurred by NIH pursuant to the agreement.
Exclusive Patent License Agreement
On February 10, 2015,
we entered into an exclusive Patent License Agreement with the NIH under which we received an exclusive, world-wide
license to the NIH’s rights in and to two patent-pending technologies related to methods for improving tumor-infiltrating
lymphocytes for adoptive cell therapy. The licensed technologies relate to the more potent and efficient production of TIL from
melanoma tumors by selecting for T-cell populations that express various inhibitory receptors. Unless terminated sooner, the license
shall remain in effect until the last licensed patent right expires.
In consideration
for the exclusive rights granted under the exclusive Patent License Agreement, we agreed to pay the NIH a non-refundable
upfront licensing fee which was recognized as research and development expense during the year ended December 31, 2015. We
also agreed to pay customary royalties based on a percentage of net sales (which percentage is in the mid-single digits), a
percentage of revenues from sublicensing arrangements, and lump sum benchmark payments upon the successful completion of our
first Phase 2 clinical study, the successful completion of our first Phase 3 clinical study, the receipt of the first FDA
approval or foreign equivalent for a licensed product or process resulting from the licensed technologies, the first
commercial sale of a licensed product or process in the United States, and the first commercial sale of a licensed product or
process in any foreign country.
The following is a list of process and
method patents and patent applications that we have licensed from the NIH under the NIH License Agreement:
Exclusive License:
Pat./Pub. No. |
Title |
Country |
Status |
20120244133 |
Methods of growing TILs in gas-permeable containers |
US |
Pending |
9074185 |
Adoptive cell therapy with young T cells |
US |
Issued |
14/771615 |
Methods of producing enriched populations of tumor-reactive t cells from tumor |
US |
Pending |
8383099 |
Adoptive cell therapy with young T cells |
US |
Issued |
20140030806 |
Adoptive cell therapy with young T cells |
US |
Pending |
Nonexclusive License:
Pat./Pub. No. |
Title |
Country |
Status |
8034334 |
Immunotherapy with in vitro-selected antigen-specific lymphocytes after nonmyeloablative lymphodepleting chemotherapy |
US |
Issued |
1545204 |
Immunotherapy with in vitro-selected antigen-specific lymphocytes after nonmyeloablative lymphodepleting chemotherapy |
EP |
Pending |
2497552 |
Immunotherapy with in vitro-selected antigen-specific lymphocytes after nonmyeloablative lymphodepleting chemotherapy |
CA |
Issued |
2003265948 |
Immunotherapy with in vitro-selected antigen-specific lymphocytes after nonmyeloablative lymphodepleting chemotherapy |
AU |
Granted |
8287857 |
Immunotherapy with in vitro-selected antigen-specific lymphocytes after nonmyeloablative lymphodepleting chemotherapy |
US |
Issued |
The NCI patents first begin to expire in
2023, with the last of these patents, which broadly claims culturing and administering TIL, expiring in 2029.
H. Lee Moffitt Cancer Center
Research Collaboration Agreement
In September 2014, we
entered into a two year research collaboration agreement with the H. Lee Moffitt Cancer Center and Research Institute, Inc (“Moffitt”).
to jointly engage in transitional research and development of adoptive tumor-infiltrating lymphocyte cell therapy with improved
anti-tumor properties and process. Total payments by us under the agreement approximate $1.5 million.
Exclusive License Agreement
On July 21, 2014, the Company
entered into an Exclusive License Agreement (the “Moffitt License Agreement”), effective as of June 28, 2014, with
the Moffitt under which we received an exclusive, world-wide license to Moffitt’s rights in and to two patent-pending technologies
related to methods for improving tumor-infiltrating lymphocytes for adoptive cell therapy. Unless earlier terminated, the term
of the license extends until the earlier of the expiration of the last patent related to the licensed technology or 20 years after
the effective date of the license agreement.
Pursuant to the Moffitt
License Agreement, we paid an upfront licensing fee which was recognized as research and development expense during 2014. A patent
issuance fee will also be payable under the Moffitt License Agreement, upon the issuance of the first U.S. patent covering the
subject technology. In addition, we agreed to pay milestone license fees upon completion of specified milestones, customary royalties
based on a specified percentage of net sales (which percentage is in the low single digits) and sublicensing payments, as applicable,
and annual minimum royalties beginning with the first sale of products based on the licensed technologies, which minimum royalties
will be credited against the percentage royalty payments otherwise payable in that year. We will also be responsible for all costs
associated with the preparation, filing, maintenance and prosecution of the patent applications and patents covered by the Moffitt
License Agreement related to the treatment of any cancers in the United States, Europe and Japan and in other countries selected
that Moffitt and we agree to.
Our commercial success may depend in part on
our ability to obtain and maintain patent and other proprietary protection for commercially important technology, inventions and
know-how related to our business; defend and enforce our patents; preserve the confidentiality of our trade secrets; and operate
without infringing the valid enforceable patents and proprietary rights of third parties. Our ability to stop third parties from
making, using, selling, offering to sell or importing our products may depend on the extent to which we have rights under valid
and enforceable patents or trade secrets that cover these activities. With respect to both licensed and company-owned intellectual
property, we cannot be sure that patents will be granted with respect to any of our pending patent applications or with respect
to any patent applications filed by us in the future, nor can we be sure that any of our existing patents or any patents that may
be granted to us in the future will be commercially useful in protecting our commercial products and methods of manufacturing the
same. We may rely, in some circumstances, on trade secrets to protect our technology. However, trade secrets can be difficult to
protect.
We seek to protect our proprietary technology
and processes, in part, by entering into confidentiality agreements with our employees, consultants, scientific advisors and contractors.
We also seek to preserve the integrity and confidentiality of our data and trade secrets by maintaining physical security of our
premises and physical and electronic security of our information technology systems. While we have confidence in these individuals,
organizations and systems, agreements or security measures may be breached, and we may not have adequate remedies for any breach.
In addition, our trade secrets may otherwise become known or be independently discovered by competitors. To the extent that our
consultants, contractors or collaborators use intellectual property owned by others in their work for us, disputes may arise as
to the rights in related or resulting know-how and inventions.
Competition
The biotechnology and pharmaceutical industries
put significant resources in developing novel and proprietary therapies for the treatment of cancer. We compete with many different
sources in the space of immunotherapy, including large and specialty pharmaceutical and biotechnology companies, academic research
institutions and governmental agencies and public and private research institutions, as well as companies developing novel targeted
therapies for cancer. Universities and public and private research institutions in the U.S. and Europe are also potential competitors.
For example, a Phase 3 study comparing TIL to standard ipilimumab in patients with metastatic melanoma is currently being conducted
in Europe by the Netherlands Cancer Institute, the Copenhagen County Herlev University Hospital, and the University of Manchester.
While these universities and public and private research institutions primarily have educational objectives, they may develop proprietary
technologies that lead to other FDA approved therapies or that secure patent protection that we may need for the development of
our technologies and products. We anticipate that we will face intense and increasing competition as new drugs and therapies enter
the market and advanced technologies become available.
Due to their promising clinical therapeutic
effect in clinical exploratory trials, we anticipate substantial direct competition from other organizations developing advanced
T-cell therapies. In particular, we expect to compete with therapies with genetically engineered T cells rendered reactive against
tumor-associated antigens prior to their administration to patients. Genetically engineered T cells are being pursued by several
companies, including Adaptimmune, Celgene (in collaboration with bluebird bio), Kite Pharma, Juno Therapeutics, Novartis and others.
While other types of cancer immunotherapies
may potentially be used in combination with TIL, such as checkpoint blockers, to enhance efficacy, we also expect substantial direct
competition from other types of immunotherapies. We face competition from immunotherapy treatments offered by companies such as
Amgen, AstraZeneca, Bristol-Myers, Merck, and Roche. Immunotherapy is also being pursued by several biotechnology companies as
well as by large-cap pharmaceutical companies. We cannot predict whether other types of immunotherapies may be enhanced and show
greater efficacy and may have direct and substantial competition from such immunotherapies in the future.
Many potential competitors, either alone
or with their strategic partners, have substantially greater financial, technical and human resources than we do. Accordingly,
our competitors may be more successful than us in obtaining approval for treatments and achieving widespread market acceptance
and may render our treatments obsolete or non-competitive. Mergers and acquisitions in the biotechnology and pharmaceutical industries
may result in even more resources being concentrated among a smaller number of our competitors. These competitors also compete
with us in recruiting and retaining qualified scientific and management personnel and establishing clinical study sites and patient
registration for clinical studies, as well as in acquiring technologies complementary to, or necessary for, our programs. Smaller
or early-stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large
and established companies.
Government regulations
The FDA and other regulatory authorities
at federal, state, and local levels, as well as in foreign countries, extensively regulate, among other things, the research, development,
testing, manufacture, quality control, import, export, safety, effectiveness, labeling, packaging, storage, distribution, record
keeping, approval, advertising, promotion, marketing, post-approval monitoring, and post-approval reporting of biologics such as
those we are developing. We, along with third-party contractors, will be required to navigate the various preclinical, clinical
and commercial approval requirements of the governing regulatory agencies of the countries in which we wish to conduct studies
or seek approval or licensure of our product candidates. The process of obtaining regulatory approvals and the subsequent compliance
with appropriate federal, state, local, and foreign statutes and regulations require the expenditure of substantial time and financial
resources.
The process required by the FDA before
biologic product candidates may be marketed in the United States generally involves the following:
| · | completion of preclinical laboratory tests and animal studies performed
in accordance with the FDA’s current Good Laboratory Practices, or GLP, regulation; |
| · | submission to the FDA of an investigational new drug application,
or IND, which must become effective before clinical trials may begin and must be updated annually or when significant changes are
made; |
| · | approval by an independent Institutional Review Board, or IRB, or
ethics committee at each clinical site before the trial is begun; |
| · | performance of adequate and well-controlled human clinical trials
to establish the safety, purity and potency of the proposed biologic product candidate for its intended purpose; |
| · | preparation of and submission to the FDA of a Biologics License Application,
or BLA, after completion of all pivotal clinical trials; |
| · | satisfactory completion of an FDA Advisory Committee review, if applicable; |
| · | a determination by the FDA within 60 days of its receipt of a BLA
to file the application for review; |
| · | satisfactory completion of an FDA pre-approval inspection of the manufacturing
facility or facilities at which the proposed product is produced to assess compliance with current Good Manufacturing Practices,
or cGMP, and to assure that the facilities, methods and controls are adequate to preserve the biological product’s continued
safety, purity and potency, and of selected clinical investigations to assess compliance with Good Clinical Practices; and |
| · | FDA review and approval of the BLA to permit commercial marketing
of the product for particular indications for use in the United States, which must be updated annually when significant changes
are made. |
The testing and approval process requires
substantial time, effort and financial resources, and we cannot be certain that any approvals for our product candidates will be
granted on a timely basis, if at all. Prior to beginning the first clinical trial with a new product candidate, we must submit
an IND to the FDA. An IND is a request for authorization from the FDA to administer an investigational new drug product to humans.
The central focus of an IND submission is on the general investigational plan and the protocol(s) for clinical studies. The IND
also includes results of animal and in vitro studies assessing the toxicology, pharmacokinetics, pharmacology, and pharmacodynamic
characteristics of the product; chemistry, manufacturing, and controls information; and any available human data or literature
to support the use of the investigational product. An IND must become effective before human clinical trials may begin. The IND
automatically becomes effective 30 days after receipt by the FDA, unless the FDA, within the 30-day time period, raises safety
concerns or questions about the proposed clinical trial. In such a case, the IND may be placed on clinical hold and the IND sponsor
and the FDA must resolve any outstanding concerns or questions before the clinical trial can begin. Submission of an IND therefore
may or may not result in FDA authorization to begin a clinical trial.
Our current LN-144 and LN-145 product candidates
do not involve genetically-engineered cell, but our future product may. When a trial using genetically engineered cells is conducted
at, or sponsored by, institutions receiving NIH funding for recombinant DNA research, prior to the submission of an IND to the
FDA, a protocol and related documentation is submitted to and the study is registered with the NIH Office of Biotechnology Activities,
or OBA, pursuant to the NIH Guidelines for Research Involving Recombinant DNA Molecules, or NIH Guidelines. Compliance with the
NIH Guidelines is mandatory for investigators at institutions receiving NIH funds for research involving recombinant DNA, and
many companies and other institutions not otherwise subject to the NIH Guidelines voluntarily follow them. The NIH is responsible
for convening the Recombinant DNA Advisory Committee, or RAC, a federal advisory committee, that discusses protocols that raise
novel or particularly important scientific, safety, or ethical considerations at one of its quarterly public meetings. The OBA
will notify the FDA of the RAC’s decision regarding the necessity for full public review of a protocol. RAC proceedings
and reports are posted to the OBA web site and may be accessed by the public. If the FDA allows the IND to proceed, but the RAC
decides that full public review of the protocol is warranted, the FDA will request at the completion of its IND review that sponsors
delay initiation of the protocol until after completion of the RAC review process.
Human immunotherapy products are a new
category of therapeutics. Because this is a relatively new and expanding area of novel therapeutic interventions, there can be
no assurance as to the length of the trial period, the number of patients the FDA will require to be enrolled in the trials in
order to establish the safety, efficacy, purity and potency of immunotherapy products, or that the data generated in these trials
will be acceptable to the FDA to support marketing approval.
Clinical trials involve the administration
of the investigational product to human subjects under the supervision of qualified investigators in accordance with current Good
Clinical Practices, or cGCPs, which include the requirement that all research subjects provide their informed consent for their
participation in any clinical study. Clinical trials are conducted under protocols detailing, among other things, the objectives
of the study, the parameters to be used in monitoring safety and the effectiveness criteria to be evaluated. A separate submission
to the existing IND must be made for each successive clinical trial conducted during product development and for any subsequent
protocol amendments. Furthermore, an independent Institutional Review Board, or IRB, for each site proposing to conduct the clinical
trial must review and approve the plan for any clinical trial and its informed consent form before the clinical trial begins at
that site, and must monitor the study until completed. Regulatory authorities, the IRB or the sponsor may suspend a clinical trial
at any time on various grounds, including a finding that the subjects are being exposed to an unacceptable health risk or that
the trial is unlikely to meet its stated objectives. Some studies also include oversight by an independent group of qualified experts
organized by the clinical study sponsor, known as a data safety monitoring board, which provides authorization for whether or not
a study may move forward at designated check points based on access to certain data from the study and may halt the clinical trial
if it determines that there is an unacceptable safety risk for subjects or other grounds, such as no demonstration of efficacy.
There are also requirements governing the reporting of ongoing clinical studies and clinical study results to public registries.
For purposes of BLA approval, human clinical
trials are typically conducted in three sequential phases that may overlap.
| · | Phase I- The investigational product is initially introduced into
healthy human subjects or patients with the target disease or condition. These studies are designed to test the safety, dosage
tolerance, absorption, metabolism and distribution of the investigational product in humans, the side effects associated with increasing
doses, and, if possible, to gain early evidence on effectiveness. |
| · | Phase II- The investigational product is administered to a limited
patient population with a specified disease or condition to evaluate the preliminary efficacy, optimal dosages and dosing schedule
and to identify possible adverse side effects and safety risks. Multiple Phase II clinical trials may be conducted to obtain information
prior to beginning larger and more expensive Phase III clinical trials. |
| · | Phase III- The investigational product is administered to an expanded
patient population to further evaluate dosage, to provide statistically significant evidence of clinical efficacy and to further
test for safety, generally at multiple geographically dispersed clinical trial sites. These clinical trials are intended to establish
the overall risk/benefit ratio of the investigational product and to provide an adequate basis for product approval. |
| · | Phase IV- In some cases, the FDA may require, or companies may voluntarily
pursue, additional clinical trials after a product is approved to gain more information about the product. These so-called Phase
IV studies may be made a condition to approval of the BLA. |
Phase I, Phase II and Phase III testing
may not be completed successfully within a specified period, if at all, and there can be no assurance that the data collected will
support FDA approval or licensure of the product. Concurrent with clinical trials, companies may complete additional animal studies
and develop additional information about the biological characteristics of the product candidate, and must finalize a process for
manufacturing the product in commercial quantities in accordance with cGMP requirements. The manufacturing process must be capable
of consistently producing quality batches of the product candidate and, among other things, must develop methods for testing the
identity, strength, quality and purity of the final product, or for biologics, the safety, purity and potency. Additionally, appropriate
packaging must be selected and tested and stability studies must be conducted to demonstrate that the product candidate does not
undergo unacceptable deterioration over its shelf life.
BLA Submission and Review by the
FDA
Assuming successful completion of
all required testing in accordance with all applicable regulatory requirements, the results of product development, nonclinical
studies and clinical trials are submitted to the FDA as part of a BLA requesting approval to market the product for one or more
indications. The BLA must include all relevant data available from pertinent preclinical and clinical studies, including negative
or ambiguous results as well as positive findings, together with detailed information relating to the product’s chemistry,
manufacturing, controls, and proposed labeling, among other things. Data can come from company-sponsored clinical studies intended
to test the safety and effectiveness of a use of the product, or from a number of alternative sources, including studies initiated
by investigators. The submission of a BLA requires payment of a substantial User Fee to the FDA, and the sponsor of an approved
BLA is also subject to annual product and establishment user fees. These fees are typically increased annually. A waiver of user
fees may be obtained under certain limited circumstances.
Once a BLA has been submitted, the FDA’s
goal is to review the application within ten months after it accepts the application for filing, or, if the application relates
to an unmet medical need in a serious or life-threatening indication, six months after the FDA accepts the application for filing.
The review process is often significantly extended if the FDA requests additional information or clarification. The FDA reviews
a BLA to determine, among other things, whether a product is safe, pure and potent and the facility in which it is manufactured,
processed, packed, or held meets standards designed to assure the product’s continued safety, purity and potency. The FDA
may convene an advisory committee to provide clinical insight on application review questions. Before approving a BLA, the FDA
will typically inspect the facility or facilities where the product is manufactured. The FDA will not approve an application unless
it determines that the manufacturing processes and facilities are in compliance with cGMP requirements and adequate to assure
consistent production of the product within required specifications. Additionally, before approving a BLA, the FDA will typically
inspect one or more clinical sites to assure compliance with cGCP. If the FDA determines that the application, manufacturing process
or manufacturing facilities are not acceptable, it will outline the deficiencies in the submission and often will request additional
testing or information. Notwithstanding the submission of any requested additional information, the FDA ultimately may decide
that the application does not satisfy the regulatory criteria for approval.
A sponsor may seek approval of its product
candidate under programs designed to accelerate the FDA’s review and approval of new drugs and biological products that meet
certain criteria. Specifically, new drugs and biological products are eligible for fast track designation if they are intended
to treat a serious or life-threatening condition and demonstrate the potential to address unmet medical needs for the condition.
For a fast track product, the FDA may consider sections of the BLA for review on a rolling basis before the complete application
is submitted if relevant criteria are met. A fast track designated product candidate may also qualify for priority review, under
which the FDA sets the target date for FDA action on the BLA at six months after the FDA accepts the application for filing. Priority
review is granted when there is evidence that the proposed product would be a significant improvement in the safety or effectiveness
of the treatment, diagnosis, or prevention of a serious condition. If criteria are not met for priority review, the application
is subject to the standard FDA review period of 10 months after FDA accepts the application for filing. Priority review designation
does not change the scientific/medical standard for approval or the quality of evidence necessary to support approval.
Under the accelerated approval program, the
FDA may approve a BLA on the basis of either a surrogate endpoint that is reasonably likely to predict clinical benefit, or on
a clinical endpoint that can be measured earlier than irreversible morbidity or mortality, that is reasonably likely to predict
an effect on irreversible morbidity or mortality or other clinical benefit, taking into account the severity, rarity, or prevalence
of the condition and the availability or lack of alternative treatments. Post-marketing studies or completion of ongoing studies
after marketing approval are generally required to verify the biologic’s clinical benefit in relationship to the surrogate
endpoint or ultimate outcome in relationship to the clinical benefit.
In addition, the Food and Drug Administration
Safety and Innovation Act, or FDASIA, which was enacted and signed into law in 2012, established the new breakthrough therapy
designation. A sponsor may seek FDA designation of its product candidate as a breakthrough therapy if the product candidate is
intended, alone or in combination with one or more other drugs or biologics, to treat a serious or life-threatening disease or
condition and preliminary clinical evidence indicates that the therapy may demonstrate substantial improvement over existing therapies
on one or more clinically significant endpoints, such as substantial treatment effects observed early in clinical development.
Sponsors may request the FDA to designate a breakthrough therapy at the time of or any time after the submission of an IND, but
ideally before an end-of-phase II meeting with FDA. If the FDA designates a breakthrough therapy, it may take actions appropriate
to expedite the development and review of the application, which may include holding meetings with the sponsor and the review
team throughout the development of the therapy; providing timely advice to, and interactive communication with, the sponsor regarding
the development of the drug to ensure that the development program to gather the nonclinical and clinical data necessary for approval
is as efficient as practicable; involving senior managers and experienced review staff, as appropriate, in a collaborative, cross-disciplinary
review; assigning a cross-disciplinary project lead for the FDA review team to facilitate an efficient review of the development
program and to serve as a scientific liaison between the review team and the sponsor; and considering alternative clinical trial
designs when scientifically appropriate, which may result in smaller trials or more efficient trials that require less time to
complete and may minimize the number of patients exposed to a potentially less efficacious treatment. Breakthrough designation
also allows the sponsor to file sections of the BLA for review on a rolling basis.
Fast Track designation, priority review
and breakthrough therapy designation do not change the standards for approval but may expedite the development or approval process.
Orphan Drugs
Under
the Orphan Drug Act, the FDA may grant orphan designation to a drug or biologic intended to treat a rare disease or condition,
defined as a disease or condition with a patient population of fewer than 200,000 individuals in the United States, or a patient
population greater than 200,000 individuals in the United States and when there is no reasonable expectation that the cost of
developing and making available the drug or biologic in the United States will be recovered from sales in the United States for
that drug or biologic. Orphan drug designation must be requested before submitting a BLA. After the FDA grants orphan drug designation,
the generic identify of the therapeutic agent and its potential orphan use are disclosed publicly by the FDA.
If
a product that has orphan drug designation subsequently receives the first FDA approval for a particular active ingredient for
the disease for which it has such designation, the product is entitled to orphan product exclusivity, which means that the FDA
may not approve any other applications, including a full BLA, to market the same biologic for the same indication for seven years,
except in limited circumstances, such as a showing of clinical superiority to the product with orphan drug exclusivity or if FDA
finds that the holder of the orphan drug exclusivity has not shown that it can assure the availability of sufficient quantities
of the orphan drug to meet the needs of patients with the disease or condition for which the drug was designated. Orphan drug exclusivity
does not prevent the FDA from approving a different drug or biologic for the same disease or condition, or the same drug or biologic
for a different disease or condition. Among the other benefits of orphan drug designation are tax credits for certain research
and a waiver of the BLA application user fee. However, the orphan
drug designation does not convey any advantage in or shorten the duration of the regulatory review or approval process.
A designated orphan drug many not receive orphan
drug exclusivity if it is approved for a use that is broader than the indication for which it received orphan designation. In addition,
orphan drug exclusive marketing rights in the United States may be lost if the FDA later determines that the request for designation
was materially defective or if the manufacturer is unable to assure sufficient quantities of the product to meet the needs of patients
with the rare disease or condition.
In 2015, we received orphan drug status for
LN-144 in the treatment of patients with metastatic melanoma. We plan to seek orphan drug designation for some or all of our other
product candidates in specific orphan indications in which there is a medically plausible basis for the use of these products.
Post-Approval Requirements
Any products manufactured or distributed
by us pursuant to FDA approvals are subject to pervasive and continuing regulation by the FDA, including, among other things, requirements
relating to record-keeping, reporting of adverse experiences, periodic reporting, product sampling and distribution, and advertising
and promotion of the product. After approval, most changes to the approved product, such as adding new indications or other labeling
claims, are subject to prior FDA review and approval. There also are continuing, annual user fee requirements for any marketed
products and the establishments at which such products are manufactured, as well as new application fees for supplemental applications
with clinical data. Biologic manufacturers and their subcontractors are required to register their establishments with the FDA
and certain state agencies, and are subject to periodic unannounced inspections by the FDA and certain state agencies for compliance
with GMP, which impose certain procedural and documentation requirements upon us and our third-party manufacturers. Changes to
the manufacturing process are strictly regulated, and, depending on the significance of the change, may require prior FDA approval
before being implemented. FDA regulations also require investigation and correction of any deviations from cGMP and impose reporting
requirements upon us and any third-party manufacturers that we may decide to use. Accordingly, manufacturers must continue to expend
time, money and effort in the area of production and quality control to maintain compliance with cGMP and other aspects of regulatory
compliance. We cannot be certain that we or our present or future suppliers will be able to comply with the cGMP regulations and
other FDA regulatory requirements. If our present or future suppliers are not able to comply with these requirements, the FDA may,
among other things, halt our clinical trials, require us to recall a product from distribution, or withdraw approval of the BLA.
We rely, and expect to continue to rely,
on third parties for the production of clinical quantities of our product candidates, and may rely in the future on third parties
for the production of commercial quantities. Future FDA and state inspections may identify compliance issues at our facilities
or at the facilities of our contract manufacturers that may disrupt production or distribution, or require substantial resources
to correct. In addition, discovery of previously unknown problems with a product or the failure to comply with applicable requirements
may result in restrictions on a product, manufacturer or holder of an approved BLA, including withdrawal or recall of the product
from the market or other voluntary, FDA-initiated or judicial action that could delay or prohibit further marketing.
The FDA may withdraw approval if compliance
with regulatory requirements and standards is not maintained or if problems occur after the product reaches the market. Later discovery
of previously unknown problems with a product, including adverse events of unanticipated severity or frequency, or with manufacturing
processes, or failure to comply with regulatory requirements, may result in revisions to the approved labeling to add new safety
information; imposition of post-market studies or clinical studies to assess new safety risks; or imposition of distribution restrictions
or other restrictions under a REMS program. Other potential consequences include, among other things:
| · | restrictions on the marketing or manufacturing of the product, complete
withdrawal of the product from the market or product recalls; |
| · | fines, warning letters or holds on post-approval clinical studies; |
| · | refusal of the FDA to approve pending applications or supplements
to approved applications, or suspension or revocation of product license approvals; |
| · | product seizure or detention, or refusal to permit the import or export
of products; or |
| · | injunctions or the imposition of civil or criminal penalties. |
The FDA closely regulates the marketing,
labeling, advertising and promotion of biologics. A company can make only those claims relating to safety and efficacy, purity
and potency that are approved by the FDA and in accordance with the provisions of the approved label. The FDA and other agencies
actively enforce the laws and regulations prohibiting the promotion of off-label uses.
Other Healthcare Laws and Compliance
Requirements
Our sales, promotion, medical education
and other activities following product approval will be subject to regulation by numerous regulatory and law enforcement authorities
in the United States in addition to FDA, including potentially the Federal Trade Commission, the Department of Justice, the Centers
for Medicare and Medicaid Services, other divisions of the Department of Health and Human Services and state and local governments.
Our promotional and scientific/educational programs must comply with the federal Anti-Kickback Statute, the Foreign Corrupt Practices
Act, the False Claims Act, the Veterans Health Care Act, physician payment transparency laws, privacy laws, security laws, and
additional state laws similar to the foregoing.
The federal Anti-Kickback Statute prohibits,
among other things, the offer, receipt, or payment of remuneration in exchange for or to induce the referral of patients or the
use of products or services that would be paid for in whole or part by Medicare, Medicaid or other federal health care programs.
Remuneration has been broadly defined to include anything of value, including cash, improper discounts, and free or reduced price
items and services. Many states have similar laws that apply to their state health care programs as well as private payors.
The False Claims Act, or FCA, imposes liability
on persons who, among other things, present or cause to be presented false or fraudulent claims for payment by a federal health
care program. The FCA has been used to prosecute persons submitting claims for payment that are inaccurate or fraudulent, that
are for services not provided as claimed, or for services that are not medically necessary. Actions under the FCA may be brought
by the Attorney General or as a qui tam action by a private individual in the name of the government. Violations of the FCA can
result in significant monetary penalties and treble damages. The federal government is using the FCA, and the accompanying threat
of significant liability, in its investigation and prosecution of pharmaceutical and biotechnology companies throughout the country,
for example, in connection with the promotion of products for unapproved uses and other sales and marketing practices. The federal
Health Insurance Portability and Accountability Act of 1996, or HIPAA, also created federal criminal statutes that prohibit, among
other things, knowingly and willfully executing a scheme to defraud any healthcare benefit program, including private third-party
payors and knowingly and willfully falsifying, concealing or covering up a material fact or making any materially false, fictitious
or fraudulent statement in connection with the delivery of or payment for healthcare benefits, items or services.
In addition, there has been a recent trend
of increased federal and state regulation of payments made to physicians and other healthcare providers. The Patient Protection
and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act, or collectively, the Affordable Care Act,
among other things, imposed new reporting requirements on drug manufacturers for payments or other transfers of value made by them
to physicians and teaching hospitals, as well as ownership and investment interests held by physicians and their immediate family
members. Failure to submit required information may result in civil monetary penalties of up to an aggregate of $150,000 per year
(or up to an aggregate of $1 million per year for “knowing failures”), for all payments, transfers of value or ownership
or investment interests that are not timely, accurately and completely reported in an annual submission. Certain states also mandate
implementation of commercial compliance programs, impose restrictions on drug manufacturer marketing practices and/or require the
tracking and reporting of gifts, compensation and other remuneration to physicians and other healthcare professionals.
We may also be subject to data privacy
and security regulation by both the federal government and the states in which we conduct our business. HIPAA, as amended by the
Health Information Technology and Clinical Health Act, or HITECH, and their respective implementing regulations, including the
final omnibus rule published on January 25, 2013, imposes specified requirements relating to the privacy, security and transmission
of individually identifiable health information. Among other things, HITECH makes HIPAA’s privacy and security standards
directly applicable to “business associates,” defined as independent contractors or agents of covered entities that
create, receive, maintain or transmit protected health information in connection with providing a service for or on behalf of a
covered entity. HITECH also increased the civil and criminal penalties that may be imposed against covered entities, business associates
and possibly other persons, and gave state attorneys general new authority to file civil actions for damages or injunctions in
federal courts to enforce the federal HIPAA laws and seek attorney’s fees and costs associated with pursuing federal civil
actions. In addition, state laws govern the privacy and security of health information in certain circumstances, many of which
differ from each other in significant ways and may not have the same effect.
If our operations are found to be in violation
of any of such laws or any other governmental regulations that apply to us, we may be subject to penalties, including, without
limitation, civil and criminal penalties, damages, fines, the curtailment or restructuring of our operations, exclusion from participation
in federal and state healthcare programs and imprisonment, any of which could adversely affect our ability to operate our business
and our financial results.
Also, the U.S. Foreign Corrupt Practices
Act and similar worldwide anti-bribery laws generally prohibit companies and their intermediaries from making improper payments
to foreign officials for the purpose of obtaining or retaining business. We cannot assure you that our internal control policies
and procedures will protect us from reckless or negligent acts committed by our employees, future distributors, partners, collaborators
or agents. Violations of these laws, or allegations of such violations, could result in fines, penalties or prosecution and have
a negative impact on our business, results of operations and reputation.
Coverage and Reimbursement
Sales
of pharmaceutical products depend significantly on the availability of third-party coverage and reimbursement. Third-party payors
include government health administrative authorities, managed care providers, private health insurers and other organizations.
Although we currently believe that third-party payors will provide coverage and reimbursement for our product candidates, if approved,
these third-party payors are increasingly challenging the price and examining the cost-effectiveness of medical products and services.
In addition, significant uncertainty exists as to the reimbursement status of newly approved healthcare products. We may need
to conduct expensive clinical studies to demonstrate the comparative cost-effectiveness of our products. The product candidates
that we develop may not be considered cost-effective. It is time consuming and expensive for us to seek coverage and reimbursement
from third-party payors. Moreover, a payor’s decision to provide coverage for a drug product does not imply that an adequate
reimbursement rate will be approved. Reimbursement may not be available or sufficient to allow us to sell our products on a competitive
and profitable basis.
Healthcare
Reform
The
United States and some foreign jurisdictions are considering or have enacted a number of legislative and regulatory proposals
to change the healthcare system in ways that could affect our ability to sell our products profitably. Among policy makers and
payors in the United States and elsewhere, there is significant interest in promoting changes in healthcare systems with the stated
goals of containing healthcare costs, improving quality and/or expanding access. In the United States, the pharmaceutical industry
has been a particular focus of these efforts and has been significantly affected by major legislative initiatives.
In addition, other legislative changes
have been proposed and adopted since the Affordable Care Act was enacted. These changes include aggregate reductions to Medicare
payments to providers of up to 2% per fiscal year, starting in 2013, which will remain in effect through 2024 unless additional
Congressional action is taken. In January 2013, the American Taxpayer Relief Act of 2012, which, among other things, further reduced
Medicare payments to several providers, including hospitals and cancer treatment centers, increased the statute of limitations
period for the government to recover overpayments to providers from three to five years. These new laws may result in additional
reductions in Medicare and other healthcare funding, which could have a material adverse effect on customers for our product candidates,
if approved, and, accordingly, our financial operations.
Any reduction in reimbursement from Medicare
or other government-funded programs may result in a similar reduction in payments from private payors. The implementation of cost
containment measures or other healthcare reforms may prevent us from being able to generate revenue, attain profitability or commercialize
our drugs.
Foreign Regulation
In addition to regulations in the United
States, we will be subject to a variety of foreign regulations governing clinical trials and commercial sales and distribution
of our products to the extent we choose to develop or sell any products outside of the United States. The approval process varies
from country to country and the time may be longer or shorter than that required to obtain FDA approval. The requirements governing
the conduct of clinical trials, product licensing, pricing and reimbursement vary greatly from country to country.
In the EU, member states require both regulatory
clearances by the national competent authority and a favorable ethics committee opinion prior to the commencement of a clinical
trial. Under the EU regulatory systems, marketing authorization applications may be submitted under either a centralized or decentralized
procedure. The centralized procedure provides for the grant of a single marketing authorization that is valid for all EU member
states. It is compulsory for medicines produced by certain biotechnological processes. Because our products are produced in that
way, we would be subject to the centralized process. Under the centralized procedure, pharmaceutical companies submit a single
marketing authorization application to the EMA. Once granted by the European Commission, a centralized marketing authorization
is valid in all EU member states, as well as the EEA countries Iceland, Liechtenstein and Norway. By law, a company can only start
to market a medicine once it has received a marketing authorization.
Employees
As of December 31, 2015, we had 20 employees,
all of whom are full-time, six of whom hold Ph.D. or M.D. degrees, 14 of whom were engaged in research and development activities
and 6 of whom were engaged in business development, finance, or administrative support. None of our employees is subject to a collective
bargaining agreement. We consider our relationship with our employees to be good.
Available Information
We maintain a website at www.lbio.com and
make available there, free of charge, our periodic reports filed with the Securities and Exchange Commission (“SEC”),
as soon as is reasonably practicable after filing. The public may read and copy any materials we file with the SEC at the SEC’s
Public Reference Room at 100 F Street, NE, Washington, DC 20549. The public may obtain information on the operation of the Public
Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains a website at http:/www.sec.gov that contains reports, proxy
and information statements, and other information regarding issuers such as us that file electronically with the SEC.
The risks described below may not be
the only ones relating to our company. Additional risks that we currently believe are immaterial may also impair our business operations.
Our business, financial conditions and future prospects and the trading price of our Common Stock could be harmed as a result of
any of these risks. Investors should also refer to the other information contained or incorporated by reference in this Annual
Report on Form 10-K, including our financial statements and related notes, and our other filings from time to time with the Securities
and Exchange Commission.
Risks Related To Our Business
We have a history of operating losses;
we expect to continue to incur losses and we may never be profitable.
We are a clinical-stage biotechnology company
focused on the development and commercialization of novel cancer immunotherapy products designed to harness the power of a patient's
own immune system to eradicate cancer cells. We do not have products approved for commercial sale and have not generated revenue.
As of December 31, 2015, we had an accumulated deficit of $104.2 million. In addition, during the fiscal year ended December 31,
2015, we incurred a net loss of $27.7 million. Since our inception we have not generated any revenues. We do not expect to generate
any meaningful product sales or royalty revenues for the foreseeable future. We expect to incur significant additional operating
losses in the future as we expand our development and clinical trial activities in support of demonstrating the effectiveness of
our products.
Our ability to achieve long-term profitability
is dependent upon obtaining regulatory approvals for our products and successfully commercializing our products alone or with third
parties. However, our operations may not be profitable even if any of our products under development are successfully developed
and produced and thereafter commercialized.
We have limited experience in operating
our current business, which makes it difficult to evaluate our business plan and our prospects.
Although we entered into the License Agreement, the CRADA and the manufacturing
services agreement with Lonza Walkersville, Inc. in 2011, our progress on developing our business and our product candidates was
slow until 2014 because of a lack of financial resources and changes in our management. As a result, we have only a limited operating history in our current line of business on which a decision to invest in our
company can be based. The future of our company currently is dependent upon our ability to implement our new business plan, as
that business plan may be modified from time to time by our new management. While we believe that we have a sound business plan
and research and development strategy, we have only a limited operating history against which we can test our plans and assumptions,
and investors therefore cannot evaluate the likelihood of our success.
We face the problems, expenses, difficulties,
complications and delays normally associated with a small, new biotechnology company, many of which are beyond our control. Accordingly,
our prospects should be considered in light of the risks, expenses and difficulties frequently encountered in the establishment
of a new business developing technologies in an industry that is characterized by a number of market entrants and intense competition.
Because of our size and limited resources, we may not possess the ability to successfully overcome many of the risks and uncertainties
frequently encountered by early stage companies involved in the rapidly evolving field of immunotherapy. If our research and development
efforts are successful, we may also face the risks associated with the shift from development to commercialization of new products
based on innovative technologies. There can be no assurance that we will be successful in developing our new business.
We have limited experience as a company
conducting clinical trials.
Prior to 2015, all of the preclinical
and clinical trials relating to our product candidates had been conducted by the NCI. Although we have recruited a team that has
significant experience with clinical trials prior to our commencing on current clinical level for LN-144, we have no experience
as a company in conducting clinical trials. In part because of this lack of experience, we cannot be certain that planned clinical
trials will begin or be completed on time, if at all. Large-scale trials would require significant additional financial and management
resources, and reliance on third-party clinical investigators, contract research organizations, or CROs, or consultants. Relying
on third-party clinical investigators or CROs may force us to encounter delays that are outside of our control.
We may encounter substantial delays
in our clinical trials, or may not be able to conduct our trials on the timelines we expect.
Clinical testing is expensive, time consuming,
and subject to uncertainty. We cannot guarantee that any clinical studies will be conducted as planned or completed on schedule,
if at all. We initiated our first company sponsored clinical trial in 2015 and have secured with the FDA an IND for the use of
LN-145 in cervical and head and neck cancers. Even after these trials begin, issues may arise that could suspend or terminate
such clinical trials. A failure of one or more clinical studies can occur at any stage of testing, and our future clinical studies
may not be successful. Events that may prevent successful or timely completion of clinical development include:
| · | inability to generate sufficient preclinical data to support the initiation of clinical studies; |
| · | delays in reaching a consensus with regulatory agencies on study design; |
| · | the FDA may not allow us to use the clinical trial data from a research institution to support an IND if we cannot demonstrate
the comparability of our product candidates with the product candidate used by the relevant research institution in its clinical
studies; |
| · | delays in reaching agreement on acceptable terms with prospective contract research organizations, or CROs, and clinical study
sites, the terms of which can be subject to extensive negotiation and may vary significantly among different CROs and clinical
study sites; |
| · | delays in obtaining required Institutional Review Board, or IRB, approval at each clinical study site; |
| · | imposition of a temporary or permanent clinical hold by regulatory agencies; |
| · | delays in recruiting suitable patients to participate in our clinical studies; |
| · | failure by our CROs, other third parties, or us to adhere to clinical study requirements; |
| · | failure to perform in accordance with the FDA’s current good clinical practices, or cGCPs, requirements, or applicable
regulatory guidelines in other countries; |
| · | patients dropping out of a study; |
| · | occurrence of adverse events associated with the product candidate that are viewed to outweigh its potential benefits; |
| · | changes in regulatory requirements and guidance that require amending or submitting new clinical protocols; |
| · | changes in the standard of care on which a clinical development plan was based, which may require new or additional trials; |
| · | the cost of clinical studies of our product candidates being greater than we anticipate; |
| · | clinical studies of our product candidates producing negative or inconclusive results, which may result in our deciding, or
regulators requiring us, to conduct additional clinical studies or abandon product development programs; |
| · | transfer of manufacturing processes from the NCI to our contract manufacturers or other larger-scale facilities operated by
a contract manufacturing organization, or CMO, and delays or failure by our CMOs or us to make any necessary changes to such manufacturing
process; and |
| · | delays in manufacturing, testing, releasing, validating, or importing/exporting sufficient stable quantities of our product
candidates for use in clinical studies or the inability to do any of the foregoing, including any quality issues associated with
the contract manufacturer. |
We also may conduct clinical and preclinical
research in collaboration with other biotechnology and biologics entities in which we combine our technologies with those of our
collaborators. Such collaborations may be subject to additional delays as a result of the management of the trials and the necessity
of obtaining additional approvals for therapeutics used in the combination trials. These combination therapies will require additional
testing and clinical trials will require additional FDA regulatory approval and will increase our future cost of expenses.
Any inability to successfully complete
preclinical and clinical development could result in additional costs to us or impair our ability to generate revenue. In addition,
if we make manufacturing or formulation changes to our product candidates, we may be required to or we may elect to conduct additional
studies to bridge our modified product candidates to earlier versions. Clinical study delays could also shorten any periods during
which our products have patent protection and may allow our competitors to bring products to market before we do, which could impair
our ability to successfully commercialize our product candidates and may harm our business and results of operations.
It may take longer and cost more
to complete our clinical trials than we project, or we may not be able to complete them at all.
For budgeting and planning purposes,
we have projected the date for the commencement, continuation and completion of our various clinical trials. However, a number
of factors, including scheduling conflicts with participating clinicians and clinical institutions, and difficulties in identifying
and enrolling patients who meet trial eligibility criteria, may cause significant delays. We may not commence or complete clinical
trials involving any of our products as projected or may not conduct them successfully.
During the second half of 2015, we began enrollment
of our company-sponsored, Phase 2 clinical trial to establish the feasibility of our lead product, LN-144, and to assess its overall
safety in patients with metastatic melanoma. However, we may experience difficulties in patient enrollment in our clinical trials
for a variety of reasons. The timely completion of clinical trials in accordance with their protocols depends, among other things,
on our ability to enroll a sufficient number of patients who remain in the study until its conclusion. In addition, our clinical
trials will compete with other clinical trials for product candidates that are in the same therapeutic areas as our product candidates,
and this competition will reduce the number and types of patients available to us, because some patients who might have opted
to enroll in our trials may instead opt to enroll in a trial being conducted by one of our competitors. Accordingly, we cannot
guarantee that the trial will progress as planned or as scheduled. Delays in patient enrollment may result in increased costs
or may affect the timing or outcome of our ongoing clinical trial and planned clinical trials, which could prevent completion
of these trials and adversely affect our ability to advance the development of our product candidates.
We expect to rely on medical institutions,
academic institutions or clinical research organizations to conduct, supervise or monitor some or all aspects of clinical trials
involving our products. We will have less control over the timing and other aspects of these clinical trials than if we conducted
them entirely on our own. If we fail to commence or complete, or experience delays in, any of our planned clinical trials, our
stock price and our ability to conduct our business as currently planned could be harmed.
We currently anticipate that we will have
to rely on our manufacturing partners to manufacture our adoptive cell therapy products for clinical trials. If they fail to commence
or complete, or experiences delays in, manufacturing our adoptive cell therapy products, our planned clinical trials will be delayed,
which will adversely affect our stock price and our ability to conduct our business as currently planned.
Clinical
trials are expensive, time-consuming and difficult to design and implement, and our clinical trial costs may be higher than for
more conventional therapeutic technologies or drug products.
Clinical trials
are expensive and difficult to design and implement, in part because they are subject to rigorous regulatory requirements. Because
our product candidates are based on new technologies and manufactured on a patient-by-patient basis, we expect that they will require
extensive research and development and have substantial manufacturing costs. In addition, costs to treat patients with relapsed/refractory
cancer and to treat potential side effects that may result from our product candidates can be significant. Some clinical trial
sites may not bill, or obtain coverage from, Medicare, Medicaid, or other third-party payors for some or all of these costs for
patients enrolled in our clinical trials, and we may be required by those trial sites to pay such costs. Accordingly, our clinical
trial costs are likely to be significantly higher per patient than those of more conventional therapeutic technologies or drug
products. In addition, our proposed personalized product candidates involve several complex and costly manufacturing and processing
steps, the costs of which will be borne by us. Depending on the number of patients we ultimately enroll in our trials, and the
number of trials we may need to conduct, our overall clinical trial costs may be higher than for more conventional treatments.
Our clinical
trials may fail to demonstrate adequately the safety and efficacy of our product candidates, which would prevent or delay regulatory
approval and commercialization.
The clinical trials
of our product candidates are, and the manufacturing and marketing of our products will be, subject to extensive and rigorous review
and regulation by numerous government authorities in the United States and in other countries where we intend to test and market
our product candidates. Before obtaining regulatory approvals for the commercial sale of any of our product candidates, we must
demonstrate through lengthy, complex and expensive preclinical testing and clinical trials that our product candidates are both
safe and effective for use in each target indication. In particular, because our product candidates are subject to regulation as
biological drug products, we will need to demonstrate that they are safe, pure, and potent for use in their target indications.
Each product candidate must demonstrate an adequate risk versus benefit profile in its intended patient population and for its
intended use. The risk/benefit profile required for product licensure will vary depending on these factors and may include not
only the ability to show tumor shrinkage, but also adequate duration of response, a delay in the progression of the disease, and/or
an improvement in survival. For example, response rates from the use of our product candidates may not be sufficient to obtain
regulatory approval unless we can also show an adequate duration of response. Clinical testing is expensive and can take many years
to complete, and its outcome is inherently uncertain. Failure can occur at any time during the clinical trial process. The results
of preclinical studies and early clinical trials of our product candidates may not be predictive of the results of later-stage
clinical trials. The results of studies in one set of patients or line of treatment may not be predictive of those obtained in
another. We expect there may be greater variability in results for products processed and administered on a patient-by-patient
basis, as anticipated for our product candidates, than for “off-the-shelf” products, like many other drugs. There is
typically an extremely high rate of attrition from the failure of product candidates proceeding through clinical trials. Product
candidates in later stages of clinical trials may fail to show the desired safety and efficacy profile despite having progressed
through preclinical studies and initial clinical trials. A number of companies in the biopharmaceutical industry have suffered
significant setbacks in advanced clinical trials due to lack of efficacy or unacceptable safety issues, notwithstanding promising
results in earlier trials. Most product candidates that begin clinical trials are never approved by regulatory authorities for
commercialization.
In addition, even
if such trials are successfully completed, we cannot guarantee that the FDA or foreign regulatory authorities will interpret the
results as we do, and more trials could be required before we submit our product candidates for approval. To the extent that the
results of the trials are not satisfactory to the FDA or foreign regulatory authorities for support of a marketing application,
we may be required to expend significant resources, which may not be available to us, to conduct additional trials in support of
potential approval of our product candidates.
If we encounter
difficulties enrolling patients in our clinical trials, our clinical development activities could be delayed or otherwise adversely
affected.
The timely completion
of clinical trials in accordance with their protocols depends, among other things, on our ability to enroll a sufficient number
of patients who remain in the trial until its conclusion. We may experience difficulties in patient enrollment in our clinical
trials for a variety of reasons, including:
| · | the size and nature of the patient population; |
| · | the patient eligibility criteria defined in the protocol; |
| · | the size of the study population required for analysis of the trial’s primary endpoints; |
| · | the proximity of patients to trial sites; |
| · | the design of the trial; |
| · | our ability to recruit clinical trial investigators with the appropriate competencies and experience; |
| · | competing clinical trials for similar therapies or other new therapeutics not involving cell based immunotherapy; |
| · | clinicians’ and patients’ perceptions as to the potential advantages and side effects of the product candidate
being studied in relation to other available therapies, including any new drugs or treatments that may be approved for the indications
we are investigating; |
| · | our ability to obtain and maintain patient consents; and |
| · | the risk that patients enrolled in clinical trials will not complete a clinical trial. |
In addition,
our clinical trials will compete with other clinical trials for product candidates that are in the same therapeutic areas as our
product candidates, and this competition will reduce the number and types of patients available to us, because some patients who
might have opted to enroll in our trials may instead opt to enroll in a trial being conducted by one of our competitors. Because
the number of qualified clinical investigators is limited, we expect to conduct some of our clinical trials at the same clinical
trial sites that some of our competitors use, which will reduce the number of patients who are available for our clinical trials
at such clinical trial sites. Moreover, because our product candidates represent a departure from more commonly used methods for
cancer treatment, potential patients and their doctors may be inclined to use conventional therapies, such as chemotherapy and
approved immunotherapies, rather than enroll patients in any future clinical trial. In addition, potential enrollees may opt to
participate in alternate clinical trials because of the length of time between the time that their tumor is excised and the TIL
is infused back into the patient.
Even if we are
able to enroll a sufficient number of patients in our clinical trials, delays in patient enrollment may result in increased costs
or may affect the timing or outcome of the planned clinical trials, which could prevent completion of these trials and adversely
affect our ability to advance the development of our product candidates.
Our product candidates may cause
undesirable side effects or have other properties that could halt their clinical development, prevent their regulatory approval,
limit their commercial potential or result in significant negative consequences.
Undesirable side effects caused by our
product candidates could cause us or regulatory authorities to interrupt, delay or halt clinical trials and could result in a more
restrictive label or the delay or denial of regulatory approval by the FDA or other comparable foreign regulatory authorities.
Results of our trials could reveal a high and unacceptable severity and prevalence of side effects or unexpected characteristics.
If unacceptable toxicities arise in the
development of our product candidates, we or the FDA or comparable foreign regulatory authorities could order us to cease clinical
trials or deny approval of our product candidates for any or all targeted indications. Treatment-related side effects could also
affect patient recruitment or the ability of enrolled subjects to complete the trial or result in potential product liability claims.
In addition, these side effects may not be appropriately recognized or managed by the treating medical staff, as toxicities resulting
from personalized cell therapy are not normally encountered in the general patient population and by medical personnel. Any of
these occurrences may harm our business, financial condition and prospects significantly.
The manufacture
of our product candidates is complex and we may encounter difficulties in production, particularly with respect to process development
or scaling-out of our manufacturing capabilities. If we, or any of our third-party manufacturers encounter such difficulties, our
ability to provide supply of our product candidates for clinical trials or our products for patients, if approved, could be delayed
or stopped, or we may be unable to maintain a commercially viable cost structure.
Our
product candidates are biologics and the process of manufacturing our products is complex, highly- regulated and subject to multiple
risks. The manufacture of our product candidates involves complex processes, including harvesting tumor fragments from patients,
genetically modifying the cells ex vivo, multiplying
the cells to obtain the desired dose, and ultimately infusing the cells back into a patient. As a result of the complexities, the
cost to manufacture biologics is generally higher than traditional small molecule chemical compounds, and the manufacturing process
is less reliable and is more difficult to reproduce. Our manufacturing process will be susceptible to product loss or failure due
to logistical issues associated with the collection of tumor cells, or starting material, from the patient, shipping such material
to the manufacturing site, shipping the final product back to the patient, and infusing the patient with the product, manufacturing
issues associated with the differences in patient starting tumors, interruptions in the manufacturing process, contamination, equipment
failure, improper installation or operation of equipment, vendor or operator error, inconsistency in cell growth, and variability
in product characteristics. Even minor deviations from normal manufacturing processes could result in reduced production yields,
product defects, and other supply disruptions. If for any reason we lose a patient’s tumor, or later-developed product at
any point in the process, the manufacturing process for that patient will need to be restarted and the resulting delay may adversely
affect that patient’s outcome. If microbial, viral, or other contaminations are discovered in our product candidates or in
the manufacturing facilities in which our product candidates are made, such manufacturing facilities may need to be closed for
an extended period of time to investigate and remedy the contamination.
Because our product candidates are manufactured for each
particular patient, we will be required to maintain a chain of identity with respect to the patient’s tumor as it moves from
the patient to the manufacturing facility, through the manufacturing process, and back to the patient. Maintaining such a chain
of identity is difficult and complex, and failure to do so could result in adverse patient outcomes, loss of product, or regulatory
action including withdrawal of our products from the market. Further, as product candidates are developed through preclinical to
late stage clinical trials towards approval and commercialization, it is common that various aspects of the development program,
such as manufacturing methods, are altered along the way in an effort to optimize processes and results. Such changes carry the
risk that they will not achieve these intended objectives, and any of these changes could cause our product candidates to perform
differently and affect the results of planned clinical trials or other future clinical trials.
Currently, our
product candidates are manufactured using processes by our third-party research institution collaborators that we may not intend
to use for more advanced clinical trials or commercialization. Although we are working to develop commercially viable processes,
doing so is a difficult and an uncertain task, and there are risks associated with scaling to the level required for advanced clinical
trials or commercialization, including, among others, cost overruns, potential problems with process scale-out, process reproducibility,
stability issues, lot consistency, and timely availability of raw materials. As a result of these challenges, we may experience
delays in our clinical development and/or commercialization plans. We may ultimately be unable to reduce the cost of goods for
our product candidates to levels that will allow for an attractive return on investment if and when those product candidates are
commercialized.
We expect our
manufacturing strategy will involve the use of one or more CMOs, or establishing our own capabilities and infrastructure, including
a manufacturing facility. We would expect that development of our own manufacturing facility would provide us with enhanced control
of material supply for both clinical trials and the commercial market, enable the more rapid implementation of process changes,
and allow for better long-term margins. However, we have no experience as a company in developing a manufacturing facility and
may never be successful in developing our own manufacturing facility or capability. We may establish multiple manufacturing facilities
as we expand our commercial footprint to multiple geographies, which may lead to regulatory delays or prove costly. Even if we
are successful, our manufacturing capabilities could be affected by cost-overruns, unexpected delays, equipment failures, labor
shortages, natural disasters, power failures, and numerous other factors that could prevent us from realizing the intended benefits
of our manufacturing strategy and have a material adverse effect on our business.
In addition, the
manufacturing process for any products that we may develop is subject to FDA and foreign regulatory authority approval process,
and we will need to contract with manufacturers who can meet all applicable FDA and foreign regulatory authority requirements on
an ongoing basis. If we or our CMOs are unable to reliably produce products to specifications acceptable to the FDA or other regulatory
authorities, we may not obtain or maintain the approvals we need to commercialize such products. Even if we obtain regulatory approval
for any of our product candidates, there is no assurance that either we or our CMOs will be able to manufacture the approved product
to specifications acceptable to the FDA or other regulatory authorities, to produce it in sufficient quantities to meet the requirements
for the potential launch of the product, or to meet potential future demand. Any of these challenges could delay completion of
clinical trials, require bridging clinical trials or the repetition of one or more clinical trials, increase clinical trial costs,
delay approval of our product candidate, impair commercialization efforts, increase our cost of goods, and have an adverse effect
on our business, financial condition, results of operations and growth prospects.
The deviations in our proposed new
products from existing products may require us to perform additional testing, which will increase the cost, and extend the time
for obtaining approval.
Our TIL based therapy is based on the
adoptive cell therapy (ACT) technology that we licensed from the NIH and that is presently available as a physician-sponsored
investigational therapy for the treatment of Stage IV metastatic melanoma in the U.S. at the National Cancer Institute, MD
Anderson Cancer Center, and the H. Lee Moffitt Cancer & Research Institute. The current method of treatment is very labor
intensive and expensive, which has limited its widespread application. We are developing new processes that we anticipate
will enable more efficient manufacturing of our products. We may have difficulty demonstrating that the products produced
from our new processes are identical to the existing products. The FDA may require additional clinical testing before
permitting a larger clinical trial with the new processes, and also the product may not be as efficacious in the new clinical
trials. Cellular products are not considered as well characterized products because there are hundreds of markers present on
these cells, and even small changes in manufacturing processes could alter the cell types. It is unclear at this time which
of those markers are critical for success of these cells to combat cancer, so our ability to predict the outcomes with newer
manufacturing processes is limited. The changes that we may make to the existing manufacturing process may require additional
testing, which may increase costs and timelines associated with these developments.
In addition to developing a TIL based therapy
on existing ACT technology, we are currently evaluating the desirability of conducting clinical trials of our products in combination
with other existing drugs. These combination therapies will require additional testing and clinical trials will require additional
FDA regulatory approval and will increase our future cost of development.
We will be unable to commercialize
our products if our trials are not successful.
Our research and development programs are
at an early stage. We must demonstrate our products’ safety and efficacy in humans through extensive clinical testing. We
may experience numerous unforeseen events during, or as a result of, the testing process that could delay or prevent commercialization
of our products, including but not limited to the following:
| · | safety and efficacy results in various human clinical trials reported
in scientific and medical literature may not be indicative of results we obtain in our clinical trials; |
| · | after reviewing test results, we or our collaborators may abandon
projects that we might previously have believed to be promising; |
| · | we, our collaborators or regulators, may suspend or terminate clinical
trials if the participating subjects or patients are being exposed to unacceptable health risks; and |
| · | the effects our potential products have may not be the desired effects
or may include undesirable side effects or other characteristics that preclude regulatory approval or limit their commercial use
if approved. |
Clinical testing is very expensive, can
take many years, and the outcome is uncertain. It can take as much as 12 months or more before we learn the results from any clinical
trial using our adoptive cell therapy with TIL. The data collected from our clinical trials may not be sufficient to support approval
by the FDA of our TIL-based product candidates for the treatment of solid tumors. The clinical trials for our products under development
may not be completed on schedule and the FDA may not ultimately approve any of our product candidates for commercial sale. If we
fail to adequately demonstrate the safety and efficacy of any product candidate under development, we may not receive regulatory
approval for those products, which would prevent us from generating revenues or achieving profitability.
Our research and development efforts
are to a large extent dependent upon the CRADA.
Although we opened our own research and development
laboratory in 2014, it may take time to fully develop our research and development infrastructure. As a result, we conduct a portion
of our research and development under the CRADA we entered into with the NCI. Under the CRADA, the NCI currently engaged in research
and development related to the development of improved methods of large scale TIL generation for the ACT treatment of patients
with metastatic melanoma, bladder, lung, triple-negative breast, and HPV-associated cancers. We are obligated to make annual payments
of $2,000,000 under the CRADA. In addition, although the CRADA has a five year term, either party to the CRADA has the right to
terminate the CRADA upon 60 days’ notice to the other party. As a result, no assurance can be given that the NCI will not
terminate, or that we will renew, the CRADA that expires in August 2016 and that the CRADA will, therefore, remain in effect until
we complete our desired research thereunder.
We expect to use the results of the NCI’s
research to support the filing with the FDA of investigational new drug applications, or INDs, to conduct more advanced clinical
trials of our products. However, we have limited control over the nature or timing of the NCI’s clinical trials and limited
visibility into their day-to-day activities. The research we are funding constitutes only a small portion of the NCI’s overall
research. Other research being conducted by Dr. Rosenberg may at times receive higher priority than research on our programs.
These factors could adversely affect the timing of our IND filings and our ability to conduct future planned clinical trials.
Under the CRADA, we have an option to negotiate
commercialization licenses from the NIH to intellectual property relating to TIL-based product candidates developed in the course
of the CRADA research plan. However, we would have to negotiate with the NIH for such a license. There can be no assurance that
we would be able to successfully complete such negotiations and ultimately acquire the rights to the intellectual property surrounding
the additional product candidates that we may seek to acquire. Further, to the extent we would like to negotiate a license to a
patent filed before the CRADA was entered into, another party may object to the NIH granting us a license during a 30-day public
notification period, and the NIH may decide not to grant us the license.
We will need additional financing
in order to complete the development and commercialization of our various product candidates.
Our research and development and our operating
costs have been substantial and are expected to increase. We expect to continue to spend substantial amounts to continue the clinical
development of LN-144 and LN-145 and our other product candidates. As of December 31, 2015, we had $103.7 million in cash, cash
equivalents and short-term investments. We believe that this cash available to us will be sufficient to fund our operations for
at least the next 12 months. However, changing circumstances may cause us to increase our spending significantly faster than
we currently anticipate, and we may require additional capital for the further development and commercialization of our product
candidates and may need to raise additional funds sooner if we choose to expand more rapidly than we presently anticipate.
We cannot be certain that additional funding
will be available on acceptable terms, or at all. We have no committed source of additional capital and if we are unable to raise
additional capital in sufficient amounts or on terms acceptable to us, we may have to significantly delay, scale back or discontinue
the development or commercialization of our product candidates or other research and development initiatives. Our license and collaboration
agreements may also be terminated if we are unable to meet the payment obligations under the agreements. We could be required to
seek collaborators for our product candidates at an earlier stage than otherwise would be desirable or on terms that are less favorable
than might otherwise be available or relinquish or license on unfavorable terms our rights to product candidates in markets where
we may otherwise would seek to pursue our own development or commercialization.
Raising
additional capital may cause dilution to our existing stockholders, restrict our operations or require us to relinquish rights
to our technologies or product candidates.
We
may seek additional capital through a combination of public and private equity offerings, debt financings, strategic partnerships
and alliances and licensing arrangements. To the extent that we raise additional capital through the sale of equity or convertible
debt securities, your ownership interest will be diluted, and the terms may include liquidation or other preferences that adversely
affect your rights as a stockholder. The incurrence of indebtedness would result in increased fixed payment obligations and could
involve certain restrictive covenants, such as limitations on our ability to incur additional debt, limitations on our ability
to acquire or license intellectual property rights and other operating restrictions that could adversely impact our ability to
conduct our business. If we raise additional funds through strategic partnerships and alliances and licensing arrangements with
third parties, we may have to relinquish valuable rights to our technologies or product candidates, or grant licenses on terms
unfavorable to us.
We are subject to extensive regulation,
which can be costly, time consuming and can subject us to unanticipated delays; even if we obtain regulatory approval for some
of our products, those products may still face regulatory difficulties.
All of our potential products, cell processing
and manufacturing activities, are subject to comprehensive regulation by the FDA in the United States and by comparable authorities
in other countries. The process of obtaining FDA and other required regulatory approvals, including foreign approvals, is expensive
and often takes many years and can vary substantially based upon the type, complexity and novelty of the products involved. In
addition, regulatory agencies may lack experience with our technologies and products, which may lengthen the regulatory review
process, increase our development costs and delay or prevent their commercialization.
No adoptive cell therapy using tumor infiltrating
lymphocytes has been approved for marketing in the U.S. by the U.S. Food and Drug Administration (FDA). Consequently, there is
no precedent for the successful commercialization of products based on our technologies. In addition, we have had only limited
experience in filing and pursuing applications necessary to gain regulatory approvals, which may impede our ability to obtain timely
FDA approvals, if at all. We have not yet sought FDA approval for any adoptive cell therapy product. We will not be able to commercialize
any of our potential products until we obtain FDA approval, and so any delay in obtaining, or inability to obtain, FDA approval
would harm our business.
If we violate regulatory requirements at
any stage, whether before or after marketing approval is obtained, we may be fined, forced to remove a product from the market
and experience other adverse consequences including delay, which could materially harm our financial results. Additionally, we
may not be able to obtain the labeling claims necessary or desirable for the promotion of our products. We may also be required
to undertake post-marketing trials. In addition, if we or others identify side effects after any of our adoptive cell therapies
are on the market, or if manufacturing problems occur, regulatory approval may be withdrawn and reformulation of our products may
be required.
We may not be able to license new
TIL technology from the NIH and others.
An important element of our intellectual
property portfolio is to license additional rights and technologies from the NIH. Our inability to license the rights and technologies
that we have identified, or that we may in the future identify, could have a material adverse impact on our ability to complete
the development of our products or to develop additional products. No assurance can be given that we will be successful in licensing
any additional rights or technologies from the NIH and others. Failure to obtain additional rights and licenses may detrimentally
affect our planned development of additional product candidates and could increase the cost, and extend the timelines associated
with our development of such other products.
The market opportunities for our
product candidates may be limited to those patients who are ineligible for or have failed prior treatments and may be small.
The FDA often approves new therapies initially
only for use in patients with relapsed or refractory metastatic disease. We expect to initially seek approval of our product candidates
in this setting. Subsequently, for those products that prove to be sufficiently beneficial, if any, we would expect to seek approval
in earlier lines of treatment and potentially as a first line therapy, but there is no guarantee that our product candidates, even
if approved, would be approved for earlier lines of therapy, and, prior to any such approvals, we may have to conduct additional
clinical trials.
Our projections of both the number of
people who have the cancers we are targeting, as well as the subset of people with these cancers in a position to receive second
or third line therapy, and who have the potential to benefit from treatment with our product candidates, are based on our beliefs
and estimates. These estimates have been derived from a variety of sources, including scientific literature, surveys of clinics,
patient foundations, or market research by third parties, and may prove to be incorrect. Further, new studies may change the estimated
incidence or prevalence of these cancers. The number of patients may turn out to be lower than expected. Additionally, the potentially
addressable patient population for our product candidates may be limited or may not be amenable to treatment with our product candidates,
and may also be limited by the cost of our treatments and the reimbursement of those treatment costs b third party payors. For
instance, we expect our lead product candidate, LN-144, to initially target a small patient population that suffers from metastatic
melanoma. Even if we obtain significant market share for our product candidates, because the potential target populations are small,
we may never achieve profitability without obtaining regulatory approval for additional indications.
We are required to pay substantial royalties
and lump sum benchmark payments under our license agreements with the NIH, and we must meet certain milestones to maintain our
license rights.
Under our license agreements with the NIH
for our adoptive cell therapy technologies, we are currently required to pay both substantial benchmark payments and royalties
to that institution based on our revenues from sales of our products utilizing the licensed technologies, and these payments could
adversely affect the overall profitability for us of any products that we may seek to commercialize. In order to maintain our
license rights under the NIH license agreements, we will need to meet certain specified milestones, subject to certain cure provisions,
in the development of our product candidates. There is no assurance that we will be successful in meeting all of the milestones
in the future on a timely basis or at all.
Because our current products represent,
and our other potential product candidates will represent novel approaches to the treatment of disease, there are many uncertainties
regarding the development, the market acceptance, third-party reimbursement coverage and the commercial potential of our product
candidates.
There is no assurance that the approaches offered
by our products will gain broad acceptance among doctors or patients or that governmental agencies or third-party medical insurers
will be willing to provide reimbursement coverage for proposed product candidates. Moreover, we do not have verifiable internal
marketing data regarding the potential size of the commercial market for our product candidates, nor have we obtained independent
marketing surveys to verify the potential size of the commercial markets for our current product candidates or any future product
candidates. Since our current product candidates and any future product candidates will represent new approaches to treating various
conditions, it may be difficult, in any event, to accurately estimate the potential revenues from these product candidates. Accordingly,
we may spend large amounts of money trying to obtain approval for product candidates that have an uncertain commercial market.
The market for any products that we successfully develop will also depend on the cost of the product. We do not yet have sufficient
information to reliably estimate what it will cost to commercially manufacture our current product candidates, and the actual cost
to manufacture these products could materially and adversely affect the commercial viability of these products. Our goal is to
reduce the cost of manufacturing and providing our therapies. However, unless we are able to reduce those costs an acceptable amount,
we may never be able to develop a commercially viable product. If we do not successfully develop and commercialize products based
upon our approach, or find suitable and economical sources for materials used in the production of our products, we will not become
profitable, which would materially and adversely affect the value of our common stock.
Our TIL therapy may be provided to patients
in combination with other agents provided by third parties. The cost of such combination therapy may increase the overall cost
of TIL therapy and may result in issues regarding the allocation of reimbursements between our therapy and the other agents, all
of which may affect our ability to obtain reimbursement coverage for the combination therapy from third party medical insurers.
No assurance can be given that we will
be able to develop a new, FDA-compliant, more efficient, lower cost manufacturing process upon which our business plan to commercialize
TIL-based products is dependent.
Pursuant to the CRADA, and in cooperation
with our contract manufacturers and potentially other manufacturers, we are developing improved methods for the generating and
selecting autologous TILs, and to develop methods for large-scale production of autologous TILs that are in accord with current
Good Manufacturing Practices (“cGMP”) procedures. Developing a new, scaled-up, pharmaceutical manufacturing process
that can more efficiently and cost effectively, and in a more automated manner measure, produce and control the physical and/or
chemical attributes of our products in a cGMP facility is subject to many uncertainties and difficulties. We have never manufactured
our adoptive cell therapy product candidate on any scale, commercial or otherwise, nor our partners. As a result, we cannot give
any assurance that we will be able to establish a manufacturing process that can produce our products at a cost or in quantities
necessary to make them commercially viable. Moreover, our third-party manufacturers will have to continually adhere to current
cGMP regulations enforced by the FDA through its facilities inspection program. If the facilities of these manufacturers cannot
pass a pre-approval plant inspection, the FDA premarket approval of our products will not be granted. In complying with cGMP and
foreign regulatory requirements, we and any of our third-party manufacturers will be obligated to expend time, money and effort
in production, record-keeping and quality control to assure that our products meet applicable specifications and other requirements.
If we or any of our third-party manufacturers fail to comply with these requirements, we may be subject to regulatory action.
No assurance can be given that we will be able to develop such a manufacturing process, or that our partners will thereafter be
able to establish and operate such a production facility.
If product liability lawsuits are
brought against us, we may incur substantial liabilities and may be required to limit commercialization of our product candidates.
We face an inherent risk of product liability
as a result of the clinical testing of our product candidates and will face an even greater risk if we commercialize any products.
For example, we may be sued if our product candidates cause or are perceived to cause injury or are found to be otherwise unsuitable
during clinical testing, manufacturing, marketing or sale. Any such product liability claims may include allegations of defects
in manufacturing, defects in design, a failure to warn of dangers inherent in the product, negligence, strict liability or a breach
of warranties. Claims could also be asserted under state consumer protection acts. If we cannot successfully defend ourselves against
product liability claims, we may incur substantial liabilities or be required to limit commercialization of our product candidates.
Even successful defense would require significant financial and management resources. Regardless of the merits or eventual outcome,
liability claims may result in:
| ● | decreased demand for our product candidates; |
| ● | injury to our reputation; |
| ● | withdrawal of clinical trial participants; |
| ● | initiation of investigations by regulators; |
| ● | costs to defend the related litigation; |
| ● | a diversion of management’s time and our resources; |
| ● | substantial monetary awards to trial participants or patients; |
| ● | product recalls, withdrawals or labeling, marketing or promotional restrictions; |
| ● | exhaustion of any available insurance and our capital resources; |
| ● | the inability to commercialize any product candidate; and |
| ● | a decline in our share price. |
Our inability to obtain sufficient product
liability insurance at an acceptable cost to protect against potential product liability claims could prevent or inhibit the commercialization
of products we develop, alone or with corporate collaborators. Our insurance policies may also have various exclusions, and we
may be subject to a product liability claim for which we have no coverage. While we have obtained clinical trial insurance for
our Phase 2 clinical trial of LN-144, we may have to pay amounts awarded by a court or negotiated in a settlement that exceed our
coverage limitations or that are not covered by our insurance, and we may not have, or be able to obtain, sufficient capital to
pay such amounts. Even if our agreements with any future corporate collaborators entitle us to indemnification against losses,
such indemnification may not be available or adequate should any claim arise.
We face significant competition from
other biotechnology and pharmaceutical companies and from non-profit institutions.
Competition in the field of cancer therapy
is intense and is accentuated by the rapid pace of technological development. Research and discoveries by others may result in
breakthroughs which may render our products obsolete even before they generate any revenue. There are products currently under
development by others that could compete with the products that we are developing. Many of our potential competitors have substantially
greater research and development capabilities and manufacturing, marketing, financial and managerial resources than we do. Our
competitors may:
| · | develop safer or more effective immunotherapies
and other therapeutic products; |
| · | reach the market more rapidly, reducing
the potential sales of our products; or |
| · | establish superior proprietary positions. |
Potential competitors in the market
for treating metastatic melanoma are companies such as Bristol-Myers Squibb, Roche/Genentech, Merck, Amgen, Pfizer, and
GlaxoSmithKline, which already have products on the market or in development. Other companies, such as Novartis, Celgene,
Kite Pharmaceuticals, Juno Therapeutics, and Adaptimmune, which are focused on genetically engineered T cell technologies to
treat cancer, may also be competitors. All of these companies, and most of our other current and potential competitors have
substantially greater research and development capabilities and financial, scientific, regulatory, manufacturing, marketing,
sales, human resources, and experience than we do. Many of our competitors have several therapeutic products that have
already been developed, approved and successfully commercialized, or are in the process of obtaining regulatory approval for
their therapeutic products in the United States and internationally.
Universities and public and private research
institutions in the U.S. and Europe are also potential competitors. For example, a Phase 3 study comparing TIL to standard ipilimumab
in patients with metastatic melanoma is currently being conducted in Europe by the Netherlands Cancer Institute, the Copenhagen
County Herlev University Hospital, and the University of Manchester. While these universities and public and private research institutions
primarily have educational objectives, they may develop proprietary technologies that lead to other FDA approved therapies or that
secure patent protection that we may need for the development of our technologies and products.
Our lead product candidate, LN-144, is a therapy
for the treatment of refractory metastatic melanoma. Currently, there are numerous companies that are developing various alternate
treatments for melanoma. Accordingly, LN-144 faces significant competition in the melanoma treatment space from multiple companies.
Even if we obtain regulatory approval of LN-144, the availability and price of our competitors’ products could limit the
demand and the price we are able to charge for our melanoma therapy. We may not be able to implement our business plan if the
acceptance of our products is inhibited by price competition or the reluctance of physicians to switch from other methods of treatment
to our product, or if physicians switch to other new therapies, drugs or biologic products or choose to reserve our product for
use in limited circumstances.
We will be dependent on third party
vendors to design, build, maintain and support our manufacturing and cell processing facilities.
As a result of our current strategy
to outsource most of our manufacturing, we rely very heavily on third parties to perform for us the manufacturing of our
products for our clinical trials. We also license a significant portion of our technology from others and, at this time, do
not own any intellectual properties or technologies. We intend to rely upon our contract manufacturers to produce large
quantities of materials needed for clinical trials and potentially product commercialization. Third party manufacturers may
not be able to meet our needs with respect to timing, quantity or quality. If we are unable to contract for a sufficient
supply of needed materials on acceptable terms, or if we should encounter delays or difficulties in our relationships with
manufacturers, our clinical testing may be delayed, thereby delaying the submission of products for regulatory approval or
the market introduction and subsequent sales of our products. Any such delay may lower our revenues and potential
profitability.
If any third party collaborator breaches
or terminates its agreement with us, or fails to conduct its activities in a timely manner, the commercialization of our products
under development could be slowed down or blocked completely. It is possible that our collaborators will change their strategic
focus, pursue alternative technologies or develop alternative products, either on their own or in collaboration with others, as
a means for developing treatments for the diseases targeted by our collaborative programs. The effectiveness of our collaborators
in marketing our products will also affect our revenues and earnings.
We intend to continue to enter into additional
third party collaborative agreements in the future. However, we may not be able to successfully negotiate any additional collaborative
arrangements. If established, these relationships may not be scientifically or commercially successful.
Our internal
computer systems, or those used by our contract research organizations or other contractors or consultants, may fail or suffer
security breaches.
Despite
the implementation of security measures, our internal computer systems and those of our contract research organizations and other
contractors and consultants are vulnerable to damage from computer viruses, unauthorized access, natural disasters, terrorism,
war and telecommunication and electrical failures. While we have not experienced any such system failure, accident or security
breach to date, if such an event were to occur and cause interruptions in our operations, it could result in a disruption of our
drug development programs. For example, the loss of clinical study data from completed or ongoing clinical studies for a product
candidate could result in delays in our regulatory approval efforts and significantly increase our costs to recover or reproduce
the data. To the extent that any disruption or security breach were to result in a loss of or damage to our data or applications,
or inappropriate disclosure of confidential or proprietary information, we could incur liability and the further development of
any product candidates could be delayed.
We will need
to grow the size and capabilities of our organization, and we may experience difficulties in managing this growth.
As
of December 31, 2015, we had 20 employees, 14 of whom are engaged in research and development. The loss of the services of
any of executive officers or senior research personnel could delay our product development programs and our research and development
efforts. In order to develop our business in accordance with our business plan, we will have to hire additional qualified personnel,
including in the areas of research, manufacturing, clinical trials management and regulatory affairs. We have sufficient funds
to hire what we believe are the necessary employees to support our planned operations in the near term. However, competition for
qualified employees among companies in the biotechnology and biopharmaceutical industry is intense, and no assurance can be given
that we will be able attract, hire, retain and motivate the highly skilled employees that we need. As our development and commercialization
plans and strategies develop, and as we transition into operating as a public company, we must add a significant number of additional
research and development, managerial, operational, and other personnel. Future growth will impose significant added responsibilities
on members of management, including:
| · | identifying, recruiting, integrating, maintaining, and motivating additional employees; |
| · | managing our internal development efforts effectively, including the clinical and FDA review process for our product candidates,
while complying with our contractual obligations to contractors and other third parties; and |
| · | improving our operational, financial and management controls, reporting systems, and procedures. |
Our future financial
performance and our ability to commercialize our product candidates will depend, in part, on our ability to effectively manage
any future growth, and our management may also have to divert a disproportionate amount of its attention away from day-to-day activities
in order to devote a substantial amount of time to managing these growth activities. Our efforts to manage our growth are complicated
by the fact that nearly all of our executive officers have joined us since January 2014. This lack of long-term experience working
together may adversely impact our senior management team’s ability to effectively manage our business and growth.
We currently rely,
and for the foreseeable future will continue to rely, in substantial part on certain independent organizations, advisors and consultants
to provide certain services. There can be no assurance that the services of these independent organizations, advisors and consultants
will continue to be available to us on a timely basis when needed, or that we can find qualified replacements. In addition, if
we are unable to effectively manage our outsourced activities or if the quality or accuracy of the services provided by consultants
is compromised for any reason, our clinical trials may be extended, delayed, or terminated, and we may not be able to obtain regulatory
approval of our product candidates or otherwise advance our business. There can be no assurance that we will be able to manage
our existing consultants or find other competent outside contractors and consultants on economically reasonable terms, if at all.
If we are not
able to effectively expand our organization by hiring new employees and expanding our groups of consultants and contractors, we
may not be able to successfully implement the tasks necessary to further develop and commercialize our product candidates and,
accordingly, may not achieve our research, development, and commercialization goals.
If we engage
in future acquisitions or strategic partnerships, this may increase our capital requirements, dilute our stockholders, cause us
to incur debt or assume contingent liabilities, and subject us to other risks.
We may evaluate
various acquisitions and strategic partnerships, including licensing or acquiring complementary products, intellectual property
rights, technologies, or businesses. Any potential acquisition or strategic partnership may entail numerous risks, including:
| · | increased operating expenses and cash requirements; |
| · | the assumption of additional indebtedness or contingent liabilities; |
| · | the issuance of our equity securities; |
| · | assimilation of operations, intellectual property and products of an acquired company, including difficulties associated with
integrating new personnel; |
| · | the diversion of our management’s attention from our existing product programs and initiatives in pursuing such a strategic
merger or acquisition; |
| · | retention of key employees, the loss of key personnel, and uncertainties in our ability to maintain key business relationships; |
| · | risks and uncertainties associated with the other party to such a transaction, including the prospects of that party and their
existing products or product candidates and regulatory approvals; and |
| · | our inability to generate revenue from acquired technology and/or products sufficient to meet our objectives in undertaking
the acquisition or even to offset the associated acquisition and maintenance costs. |
In addition, if
we undertake acquisitions, we may issue dilutive securities, assume or incur debt obligations, incur large one-time expenses and
acquire intangible assets that could result in significant future amortization expense. Moreover, we may not be able to locate
suitable acquisition opportunities and this inability could impair our ability to grow or obtain access to technology or products
that may be important to the development of our business.
We have received a subpoena in the
SEC investigation now known as “In the Matter of Certain Stock Promotions,” the consequences of which are unknown.
As disclosed in Item 3. Litigation, below,
on April 23, 2014 we received a subpoena from the SEC that stated that the staff of the SEC is conducting an investigation now
known as “In the Matter of Certain Stock Promotions,” and that the subpoena was issued as part of the foregoing investigation.
The SEC’s subpoena and accompanying letter did not indicate whether we are, or are not, under investigation. We have cooperated
with the SEC and have completed our production of documents in response to the subpoena. To date, the SEC has not requested any
further information from us. Nevertheless, the SEC may in the future require us to produce additional documents or other materials.
In general, the subpoena required us to
give the SEC certain documents regarding, and communications between, anyone at this company and certain listed persons and entities
(which include investor-relations firms and persons associated with the investor-relations firms), and articles regarding this
company posted on certain equity research or other financial websites. We believe that the SEC is investigating improper conduct relative to
the payment of bloggers and other authors for promotional articles written about public companies. A number of articles have been
written about us that may be available on the internet and elsewhere. Investors considering an investment in our securities should
review this Annual Report and the other documents that we filed with the SEC rather than relying on internet blogs or other similar
articles and publications.
Although we are unaware of the exact
scope or timing of the SEC’s investigation, it is our understanding that the investigation is ongoing. We do not know when
the investigation will be concluded or to what extent we will be further involved. If we receive additional subpoenas or
other requests for documents from the SEC it is our intention to fully cooperate with the SEC. Complying with any such future
requests could distract the time and attention of our officers and directors or divert our resources away from research and development
programs. Furthermore, we and our former officers and directors may be the subject of the SEC’s investigation. Any such
investigation could result in significant legal expenses, the diversion of management’s attention from our business, damage
to our business and reputation, and could subject us to a wide range of remedies, including an SEC enforcement action and potential
financial penalties required by the SEC.
Risks Related to Government Regulation
The FDA regulatory approval process
is lengthy and time-consuming, and we may experience significant delays in the clinical development and regulatory approval of
our product candidates.
We have not previously submitted a BLA
to the FDA, or similar approval filings to comparable foreign authorities. A BLA must include extensive preclinical and clinical
data and supporting information to establish the product candidate’s safety and effectiveness for each desired indication.
The BLA must also include significant information regarding the chemistry, manufacturing and controls for the product. We expect
the novel nature of our product candidates to create further challenges in obtaining regulatory approval. For example, the FDA
has limited experience with commercial development of cell therapies for cancer. Accordingly, the regulatory approval pathway
for our product candidates may be uncertain, complex, expensive and lengthy, and approval may not be obtained.
We may also experience delays in completing
planned clinical trials for a variety of reasons, including delays related to:
| ● | the availability of financial resources to commence and complete the planned trials; |
| | |
| ● | reaching agreement on acceptable terms with prospective CROs and clinical trial sites, the terms of which can be subject to
extensive negotiation and may vary significantly among different CROs and trial sites; |
| | |
| ● | obtaining approval at each clinical trial site by an independent institutional review board, or IRB; |
| | |
| ● | recruiting suitable patients to participate in a trial; |
| | |
| ● | having patients complete a trial or return for post-treatment follow-up; |
| | |
| ● | clinical trial sites deviating from trial protocol or dropping out of a trial; |
| | |
| ● | adding new clinical trial sites; or |
| | |
| ● | manufacturing sufficient quantities of qualified materials under cGMPs and applying them on a subject by subject basis for
use in clinical trials. |
We could also encounter delays if physicians
encounter unresolved ethical issues associated with enrolling patients in clinical trials of our product candidates in lieu of
prescribing existing treatments that have established safety and efficacy profiles. Further, a clinical trial may be suspended
or terminated by us, the IRBs for the institutions in which such trials are being conducted, the Data Monitoring Committee for
such trial, or by the FDA or other regulatory authorities due to a number of factors, including failure to conduct the clinical
trial in accordance with regulatory requirements or our clinical protocols, inspection of the clinical trial operations or trial
site by the FDA or other regulatory authorities resulting in the imposition of a clinical hold, unforeseen safety issues or adverse
side effects, failure to demonstrate a benefit from using a product candidate, changes in governmental regulations or administrative
actions or lack of adequate funding to continue the clinical trial. If we experience termination of, or delays in the completion
of, any clinical trial of our product candidates, the commercial prospects for our product candidates will be harmed, and our ability
to generate product revenue will be delayed. In addition, any delays in completing our clinical trials will increase our costs,
slow down our product development and approval process and jeopardize our ability to commence product sales and generate revenue.
Obtaining and maintaining regulatory
approval of our product candidates in one jurisdiction does not mean that we will be successful in obtaining regulatory approval
of our product candidates in other jurisdictions.
Obtaining and maintaining regulatory approval
of our product candidates in one jurisdiction does not guarantee that we will be able to obtain or maintain regulatory approval
in any other jurisdiction, while a failure or delay in obtaining regulatory approval in one jurisdiction may have a negative effect
on the regulatory approval process in others. For example, even if the FDA grants marketing approval of a product candidate, comparable
regulatory authorities in foreign jurisdictions must also approve the manufacturing, marketing and promotion of the product candidate
in those countries. Approval procedures vary among jurisdictions and can involve requirements and administrative review periods
different from, and greater than, those in the United States, including additional preclinical studies or clinical trials as clinical
studies conducted in one jurisdiction may not be accepted by regulatory authorities in other jurisdictions. In many jurisdictions
outside the United States, a product candidate must be approved for reimbursement before it can be approved for sale in that jurisdiction.
In some cases, the price that we intend to charge for our products is also subject to approval.
We may also submit marketing applications
in other countries. Regulatory authorities in jurisdictions outside of the United States have requirements for approval of product
candidates with which we must comply prior to marketing in those jurisdictions. Obtaining foreign regulatory approvals and compliance
with foreign regulatory requirements could result in significant delays, difficulties and costs for us and could delay or prevent
the introduction of our products in certain countries. If we fail to comply with the regulatory requirements in international markets
and/or receive applicable marketing approvals, our target market will be reduced and our ability to realize the full market potential
of our product candidates will be harmed.
Even if we receive regulatory approval
of our product candidates, we will be subject to ongoing regulatory obligations and continued regulatory review, which may result
in significant additional expense and we may be subject to penalties if we fail to comply with regulatory requirements or experience
unanticipated problems with our product candidates.
Any regulatory approvals that we receive
for our product candidates will require surveillance to monitor the safety and efficacy of the product candidate. The FDA may also
require a risk evaluation and mitigation strategy in order to approve our product candidates, which could entail requirements for
a medication guide, physician communication plans or additional elements to ensure safe use, such as restricted distribution methods,
patient registries and other risk minimization tools. In addition, if the FDA or a comparable foreign regulatory authority approves
our product candidates, the manufacturing processes, labeling, packaging, distribution, adverse event reporting, storage, advertising,
promotion, import, export and recordkeeping for our product candidates will be subject to extensive and ongoing regulatory requirements.
These requirements include submissions of safety and other post-marketing information and reports, registration, as well as continued
compliance with cGMPs and cGCPs for any clinical trials that we conduct post-approval. Later discovery of previously unknown problems
with our product candidates, including adverse events of unanticipated severity or frequency, or with our third-party manufacturers
or manufacturing processes, or failure to comply with regulatory requirements, may result in, among other things:
| ● | restrictions on the marketing or manufacturing of our product candidates, withdrawal of the product from the market, or voluntary
or mandatory product recalls; |
| | |
| ● | fines, warning letters or holds on clinical trials; |
| | |
| ● | refusal by the FDA to approve pending applications or supplements to approved applications filed by us or suspension or revocation
of license approvals; |
| | |
| ● | product seizure or detention, or refusal to permit the import or export of our product candidates; and |
| | |
| ● | injunctions or the imposition of civil or criminal penalties. |
The FDA’s and other regulatory authorities’
policies may change and additional government regulations may be enacted that could prevent, limit or delay regulatory approval
of our product candidates. We cannot predict the likelihood, nature or extent of government regulation that may arise from future
legislation or administrative action, either in the United States or abroad. If we are slow or unable to adapt to changes in existing
requirements or the adoption of new requirements or policies, or if we are not able to maintain regulatory compliance, we may lose
any marketing approval that we may have obtained and we may not achieve or sustain profitability.
Coverage and reimbursement may be
limited or unavailable in certain market segments for our product candidates, which could make it difficult for us to sell our
product candidates profitably.
Successful sales of our product candidates, if approved, depend
on the availability of coverage and adequate reimbursement from third-party payors. In addition, because our product candidates
represent new approaches to the treatment of cancer, we cannot accurately estimate the potential revenue from our product candidates.
Patients who are provided medical treatment
for their conditions generally rely on third-party payors to reimburse all or part of the costs associated with their treatment.
Obtaining coverage and adequate reimbursement from governmental healthcare programs, such as Medicare and Medicaid, and commercial
payors is critical to new product acceptance.
Government authorities and third-party payors,
such as private health insurers and health maintenance organizations, decide which drugs and treatments they will cover and the
amount of reimbursement. Reimbursement by a third-party payor may depend upon a number of factors, including, but not limited to,
the third-party payor’s determination that use of a product is:
| ● | a covered benefit under its health plan; |
| | |
| ● | safe, effective and medically necessary; |
| | |
| ● | appropriate for the specific patient; |
| | |
| ● | neither experimental nor investigational. |
Obtaining coverage and reimbursement approval
of a product from a government or other third-party payor is a time-consuming and costly process that could require us to provide
to the payor supporting scientific, clinical and cost-effectiveness data for the use of our products. Even if we obtain coverage
for a given product, the resulting reimbursement payment rates might not be adequate for us to achieve or sustain profitability
or may require co-payments that patients find unacceptably high. Patients are unlikely to use our product candidates unless coverage
is provided and reimbursement is adequate to cover a significant portion of the cost of our product candidates.
In the United States, no uniform policy
of coverage and reimbursement for products exists among third-party payors. Therefore, coverage and reimbursement for products
can differ significantly from payor to payor. As a result, the coverage determination process is often a time-consuming and costly
process that will require us to provide scientific and clinical support for the use of our product candidates to each payor separately,
with no assurance that coverage and adequate reimbursement will be obtained.
Third-party payors, whether domestic or
foreign, or governmental or commercial, are developing increasingly sophisticated methods of controlling healthcare costs. In both
the United States and certain foreign jurisdictions, there have been a number of legislative and regulatory changes to the health
care system that could impact our ability to sell our products profitably. In particular, in 2010, the Healthcare Reform Act was
enacted. The Healthcare Reform Act and its implementing regulations, among other things, revised the methodology by which rebates
owed by manufacturers to the state and federal government for covered outpatient drugs and certain biologics, including our product
candidates, under the Medicaid Drug Rebate Program are calculated, increased the minimum Medicaid rebates owed by most manufacturers
under the Medicaid Drug Rebate Program, extended the Medicaid Drug Rebate program to utilization of prescriptions of individuals
enrolled in Medicaid managed care organizations, subjected manufacturers to new annual fees and taxes for certain branded prescription
drugs, and provided incentives to programs that increase the federal government’s comparative effectiveness research.
Other legislative changes have been proposed
and adopted in the United States since the Healthcare Reform Act was enacted. In August 2011, the Budget Control Act of 2011, among
other things, created measures for spending reductions by Congress. A Joint Select Committee on Deficit Reduction, tasked with
recommending a targeted deficit reduction of at least $1.2 trillion for the years 2013 through 2021, was unable to reach required
goals, thereby triggering the legislation’s automatic reduction to several government programs. This includes aggregate reductions
of Medicare payments to providers up to 2% per fiscal year, which went into effect on April 1, 2013 and will remain in
effect until 2024, unless additional congressional action is taken. In January 2013, President Obama signed into law the American
Taxpayer Relief Act of 2012, or the ATRA, which, among other things, reduced Medicare payments to several providers, including
hospitals, imaging centers and cancer treatment centers, and increased the statute of limitations period for the government to
recover overpayments to providers from three to five years.
There have been, and likely will continue
to be, legislative and regulatory proposals at the federal and state levels directed at broadening the availability of healthcare
and containing or lowering the cost of healthcare. We cannot predict the initiatives that may be adopted in the future. The continuing
efforts of the government, insurance companies, managed care organizations and other payors of healthcare services to contain
or reduce costs of healthcare and/or impose price controls may adversely affect:
| ● | the demand for our product candidates, if we obtain regulatory approval; |
| | |
| ● | our ability to set a price that we believe is fair for our products; |
| | |
| ● | our ability to generate revenue and achieve or maintain profitability; |
| | |
| ● | the level of taxes that we are required to pay; and |
| | |
| ● | the availability of capital. |
Any reduction in reimbursement from Medicare
or other government programs may result in a similar reduction in payments from private payors, which may adversely affect our
future profitability.
Our employees, independent contractors,
consultants, commercial partners and vendors may engage in misconduct or other improper activities, including noncompliance with
regulatory standards and requirements.
We are exposed to the risk of employee
fraud or other illegal activity by our employees, independent contractors, consultants, commercial partners and vendors. Misconduct
by these parties could include intentional, reckless and/or negligent conduct that fails to: comply with the laws of the FDA and
other similar foreign regulatory bodies, provide true, complete and accurate information to the FDA and other similar foreign regulatory
bodies, comply with manufacturing standards we have established, comply with healthcare fraud and abuse laws in the United States
and similar foreign fraudulent misconduct laws, or report financial information or data accurately or to disclose unauthorized
activities to us. If we obtain FDA approval of any of our product candidates and begin commercializing those products in the United
States, our potential exposure under such laws will increase significantly, and our costs associated with compliance with such
laws are also likely to increase. These laws may impact, among other things, our current activities with principal investigators
and research patients, as well as proposed and future sales, marketing and education programs. In particular, the promotion, sales
and marketing of healthcare items and services, as well as certain business arrangements in the healthcare industry, are subject
to extensive laws designed to prevent fraud, kickbacks, self-dealing and other abusive practices. These laws and regulations may
restrict or prohibit a wide range of pricing, discounting, marketing and promotion, structuring and commission(s), certain customer
incentive programs and other business arrangements generally. Activities subject to these laws also involve the improper use of
information obtained in the course of patient recruitment for clinical trials.
We have adopted a code of business conduct and ethics, but it is not always possible to identify and deter
employee misconduct, and the precautions we take to detect and prevent inappropriate conduct may not be effective in controlling
unknown or unmanaged risks or losses or in protecting us from governmental investigations or other actions or lawsuits stemming
from a failure to be in compliance with such laws or regulations. Efforts to ensure that our business arrangements will comply
with applicable healthcare laws may involve substantial costs. It is possible that governmental and enforcement authorities will
conclude that our business practices may not comply with current or future statutes, regulations or case law interpreting applicable
fraud and abuse or other healthcare laws and regulations. If any such actions are instituted against us, and we are not successful
in defending ourselves or asserting our rights, those actions could have a significant impact on our business, including the imposition
of civil, criminal and administrative penalties, damages, disgorgement, monetary fines, possible exclusion from participation
in Medicare, Medicaid and other federal healthcare programs, contractual damages, reputational harm, diminished profits and future
earnings, and curtailment of our operations, any of which could adversely affect our ability to operate our business and our results
of operations. In addition, the approval and commercialization of any of our product candidates outside the United States will
also likely subject us to foreign equivalents of the healthcare laws mentioned above, among other foreign laws.
Risks Related to Our Intellectual Property
We may be involved in lawsuits to
protect or enforce our patents or the patents of our licensors, which could be expensive, time-consuming and unsuccessful.
Competitors may infringe the patents of
our licensors. To counter infringement or unauthorized use, we may be required to file infringement claims, which can be expensive
and time-consuming. In addition, in an infringement proceeding, a court may decide that one or more of our patents is not valid
or is unenforceable, or may refuse to stop the other party from using the technology at issue on the grounds that our patents do
not cover the technology in question. An adverse result in any litigation or defense proceedings could put one or more of our patents
at risk of being invalidated, held unenforceable, or interpreted narrowly and could put our patent applications at risk of not
issuing. Defense of these claims, regardless of their merit, would involve substantial litigation expense and would be a substantial
diversion of employee resources from our business. In the event of a successful claim of infringement against us, we may have to
pay substantial damages, including treble damages and attorneys’ fees for willful infringement, obtain one or more licenses
from third parties, pay royalties or redesign our infringing products, which may be impossible or require substantial time and
monetary expenditure.
Periodic maintenance fees on any issued
patent are due to be paid to the USPTO and foreign patent agencies in several stages over the lifetime of the patent. The USPTO
and various foreign governmental patent agencies require compliance with a number of procedural, documentary, fee payment and other
similar provisions during the patent application process. While an inadvertent lapse can in many cases be cured by payment of a
late fee or by other means in accordance with the applicable rules, there are situations in which noncompliance can result in abandonment
or lapse of the patent or patent application, resulting in partial or complete loss of patent rights in the relevant jurisdiction.
Noncompliance events that could result in abandonment or lapse of a patent or patent application include, but are not limited to,
failure to respond to official actions within prescribed time limits, non-payment of fees and failure to properly legalize and
submit formal documents. In such an event, our competitors might be able to enter the market, which would have a material adverse
effect on our business.
We may incur substantial costs as a result
of litigation or other proceedings relating to patent and other intellectual property rights.
The cost to us of any litigation or other proceeding
relating to intellectual property rights, even if resolved in our favor, could be substantial. Some of our competitors may be better
able to sustain the costs of complex patent litigation because they have substantially greater resources. If there is litigation
against us, we may not be able to continue our operations.
Should third parties file patent applications,
or be issued patents claiming technology also used or claimed by us, we may be required to participate in interference proceedings
in the United States Patent and Trademark Office to determine priority of invention. We may be required to participate in interference
proceedings involving our issued patents and pending applications. We may be required to cease using the technology or to license
rights from prevailing third parties as a result of an unfavorable outcome in an interference proceeding. A prevailing party in
that case may not offer us a license on commercially acceptable terms.
Issued patents covering our product
candidates could be found invalid or unenforceable if challenged in court or the USPTO.
If we or one of our licensing partners initiate
legal proceedings against a third party to enforce a patent covering one of our product candidates, the defendant could counterclaim
that the patent covering our product candidate, as applicable, is invalid and/or unenforceable. In patent litigation in the United
States, defendant counterclaims alleging invalidity and/or unenforceability are commonplace, and there are numerous grounds upon
which a third party can assert invalidity or unenforceability of a patent. Third parties may also raise similar claims before administrative
bodies in the United States or abroad, even outside the context of litigation. Such mechanisms include re-examination, post grant
review, and equivalent proceedings in foreign jurisdictions (e.g., opposition proceedings). Such proceedings could result in revocation
or amendment to our patents in such a way that they no longer cover our product candidates. The outcome following legal assertions
of invalidity and unenforceability is unpredictable. With respect to the validity question, for example, we cannot be certain that
there is no invalidating prior art, of which we, our patent counsel and the patent examiner were unaware during prosecution. If
a defendant were to prevail on a legal assertion of invalidity and/or unenforceability, we would lose at least part, and perhaps
all, of the patent protection on our product candidates. Such a loss of patent protection could have a material adverse impact
on our business.
If we are unable to protect our proprietary
rights, we may not be able to compete effectively or operate profitably.
Our success is dependent in part on maintaining
and enforcing the patents and other proprietary rights that we have licensed and may develop, and on our ability to avoid infringing
the proprietary rights of others. All of our intellectual property rights are licensed from another entity, and as such the preparation
and prosecution of these patents and patent applications was not performed by us or under our control. Furthermore, patent law
relating to the scope of claims in the biotechnology field in which we operate is still evolving and, consequently, patent positions
in our industry may not be as strong as in other more well-established fields. The patent positions of biotechnology companies
can be highly uncertain and involve complex legal and factual questions for which important legal principles remain unresolved.
No consistent policy regarding the breadth of claims allowed in biotechnology patents has emerged to date.
The issuance of a patent is not conclusive
as to its validity or enforceability and it is uncertain how much protection, if any, will be given to the patents we have licensed
from the NIH or from Moffitt if either the NIH, Moffitt or we attempt to enforce the patents and/or if they are challenged in court
or in other proceedings, such as oppositions, which may be brought in foreign jurisdictions to challenge the validity of a patent.
A third party may challenge the validity or enforceability of a patent after its issuance by the Patent Office. It is possible
that a competitor may successfully challenge our patents or that a challenge will result in limiting their coverage. Moreover,
the cost of litigation to uphold the validity of patents and to prevent infringement can be substantial. If the outcome of litigation
is adverse to us, third parties may be able to use our patented invention without payment to us. Moreover, it is possible that
competitors may infringe our patents or successfully avoid them through design innovation. To stop these activities we may need
to file a lawsuit. These lawsuits are expensive and would consume time and other resources, even if we were successful in stopping
the violation of our patent rights. In addition, there is a risk that a court would decide that our patents are not valid and that
we do not have the right to stop the other party from using the inventions. There is also the risk that, even if the validity of
our patents were upheld, a court would refuse to stop the other party on the ground that its activities are not covered by, that
is, do not infringe, our patents.
Should third parties file patent applications,
or be issued patents claiming technology also used or claimed by our licensor(s) or by us in any future patent application, we
may be required to participate in interference proceedings in the United States Patent and Trademark Office to determine priority
of invention for those patents or patent applications that are subject to the first-to-invent law in the United States, or may
be required to participate in derivation proceedings in the United States Patent and Trademark Office for those patents or patent
applications that are subject to the first-inventor-to-file law in the United States. We may be required to participate in such
interference or derivation proceedings involving our issued patents and pending applications. We may be required to cease using
the technology or to license rights from prevailing third parties as a result of an unfavorable outcome in an interference proceeding
or derivation proceeding. A prevailing party in that case may not offer us a license on commercially acceptable terms.
We cannot prevent other companies from
licensing most of the same intellectual properties that we have licensed or from otherwise duplicating our business model and operations.
The intellectual properties that we are using
to develop TIL-based cancer therapy products were licensed to us by the NIH. The issued or pending patents that the NIH licensed
to us are exclusive, and specific with respect to melanoma, breast, HPV-associated, bladder and lung cancers. No assurance can
be given that the NIH has not previously licensed, or that the NIH hereafter will not license to other biotechnology companies
some or all of the non-exclusive technologies available to us under the NIH License Agreement. In addition, one pending U.S. patent
application in the NIH License Agreement is not owned solely by the NIH. No assurance can be given that NIH’s co-owner of
the certain pending U.S. patent application in the License Agreement has not previously licensed, or that the co-owner thereafter
will not license, to other biotechnology companies some or all of the technologies available to us. Co-ownership of these intellectual
properties will create issues with respect to our ability to enforce the intellectual property rights in courts, and will create
issues with respect to the accountability of one entity with respect to the other.
Since the NCI, MD Anderson Cancer Center, and
the H. Lee Moffitt Cancer & Research Institute and others already use the ACT technology in therapy for the treatment of Stage
IV metastatic melanoma, their methods and data are also available to third parties, who may want to enter into our line of business
and compete against us. We currently do not own any exclusive rights on our entire product portfolio that could be used to prevent
third parties from duplicating our business plan or from otherwise directly competing against us. While additional technologies
that may be developed under our CRADA may be licensed to us on an exclusive basis, no assurance can be given that our existing
exclusive rights and will be sufficient to prevent others from competing with us and developing substantially similar products.
The use of our technologies could potentially
conflict with the rights of others.
Our potential competitors or others may have
or acquire patent rights that they could enforce against us. If they do so, then we may be required to alter our products, pay
licensing fees or cease activities. If our products conflict with patent rights of others, third parties could bring legal actions
against us or our collaborators, licensees, suppliers or customers, claiming damages and seeking to enjoin manufacturing and marketing
of the affected products. If these legal actions are successful, in addition to any potential liability for damages, we could be
required to obtain a license in order to continue to manufacture or market the affected products. We may not prevail in any legal
action and a required license under the patent may not be available on acceptable terms or at all.
Changes in U.S. patent law could diminish
the value of patents in general, thereby impairing our ability to protect our products.
As is the case with other biopharmaceutical
companies, our success is dependent on intellectual property, particularly patents. Obtaining and enforcing patents in the biopharmaceutical
industry involve both technological and legal complexity, and is therefore costly, time-consuming and inherently uncertain. In
addition, the United States has recently enacted and is currently implementing wide-ranging patent reform legislation. Recent U.S.
Supreme Court rulings have narrowed the scope of patent protection available in certain circumstances and weakened the rights of
patent owners in certain situations. In addition to increasing uncertainty with regard to our ability to obtain patents in the
future, this combination of events has created uncertainty with respect to the value of patents, once obtained. Depending on decisions
by the U.S. Congress, the federal courts, and the USPTO, the laws and regulations governing patents could change in unpredictable
ways that would weaken our ability to obtain new patents or to enforce our existing patents and patents that we might obtain in
the future. While we do not believe that any of the patents owned or licensed by us will be found invalid based on this decision,
we cannot predict how future decisions by the courts, the U.S. Congress or the USPTO may impact the value of our patents.
We have limited foreign intellectual
property rights and may not be able to protect our intellectual property rights throughout the world.
We have limited intellectual property rights
outside the United States. Filing, prosecuting and defending patents on product candidates in all countries throughout the world
would be prohibitively expensive, and our intellectual property rights in some countries outside the United States can be less
extensive than those in the United States. In addition, the laws of some foreign countries do not protect intellectual property
rights to the same extent as federal and state laws in the United States. Consequently, we may not be able to prevent third parties
from practicing our inventions in all countries outside the United States, or from selling or importing products made using our
inventions in and into the United States or other jurisdictions. Competitors may use our technologies in jurisdictions where we
have not obtained patent protection to develop their own products and further, may export otherwise infringing products to territories
where we have patent protection, but enforcement is not as strong as that in the United States. These products may compete with
our products and our patents or other intellectual property rights may not be effective or sufficient to prevent them from competing.
Many companies have encountered significant
problems in protecting and defending intellectual property rights in foreign jurisdictions. The legal systems of certain countries,
particularly certain developing countries, do not favor the enforcement of patents, trade secrets and other intellectual property
protection, particularly those relating to biopharmaceutical products, which could make it difficult for us to stop the infringement
of our patents or marketing of competing products in violation of our proprietary rights generally. Proceedings to enforce our
patent rights in foreign jurisdictions could result in substantial costs and divert our efforts and attention from other aspects
of our business, could put our patents at risk of being invalidated or interpreted narrowly and our patent applications at risk
of not issuing and could provoke third parties to assert claims against us. We may not prevail in any lawsuits that we initiate
and the damages or other remedies awarded, if any, may not be commercially meaningful. Accordingly, our efforts to enforce our
intellectual property rights around the world may be inadequate to obtain a significant commercial advantage from the intellectual
property that we develop or license.
We may be subject to claims that our
employees, consultants or independent contractors have wrongfully used or disclosed confidential information of third parties.
We have received confidential and proprietary
information from third parties. In addition, we employ individuals who were previously employed at other biotechnology or pharmaceutical
companies. We may be subject to claims that we or our employees, consultants or independent contractors have inadvertently or otherwise
used or disclosed confidential information of these third parties or our employees’ former employers. Litigation may be necessary
to defend against these claims. Even if we are successful in defending against these claims, litigation could result in substantial
cost and be a distraction to our management and employees.
Risks Related to Our Securities
Our existing directors and executive
officers hold a substantial amount of our common stock and may be able to influence significant
corporate decisions.
As of December 31, 2015, our officers and
directors beneficially owned approximately 10% of our outstanding common stock. These stockholders, if they act together, may be
able to materially affect the outcome of matters presented to our stockholders, including the election of our directors
and other corporate actions such as:
| · | A merger with or into another company; |
| · | A sale of substantially all of our assets; and |
| · | Amendments to our articles of incorporation. |
Additionally, the decisions of these stockholders may conflict
with our interests or those of our other stockholders and the market price of our stock may be adversely affected by market volatility.
Our stock
price may be volatile, and our stockholders' investment in our stock could decline in value.
The market price of our common stock is
likely to be volatile and could fluctuate widely in response to many factors, including but not limited to:
| · | announcements of the results of clinical trials by us or our competitors; |
| · | developments with respect to patents or proprietary rights; |
| · | announcements of technological innovations by us or our competitors; |
| · | announcements of new products or new contracts by us or our competitors; |
| · | actual or anticipated variations in our operating results due to the
level of development expenses and other factors; |
| · | changes in financial estimates by securities analysts and whether
our earnings meet or exceed such estimates; |
| · | conditions and trends in the pharmaceutical, biotechnology and other
industries; |
| · | receipt, or lack of receipt, of funding in support of conducing our
business; |
| · | regulatory developments within, and outside of, the United States; |
| · | litigation or arbitration; |
| · | general volatility in the financial markets; |
| · | general economic, political and market conditions and other factors;
and |
| · | the occurrence of any of the risks described in this Annual Report. |
You may experience future dilution
as a result of future equity offerings or other equity issuances.
We will have to raise additional capital
in the future. To raise additional capital, we may in the future offer additional shares of our common stock or other securities
convertible into or exchangeable for our common stock.
Future sales of our common stock
may depress our stock price.
As of January 31, 2016, we had over 48
million shares of our common stock outstanding. However, we have registered 8,049,216 additional shares of our common stock that
could be issued under outstanding common stock to purchase warrants and under outstanding shares of convertible preferred stock.
If a significant number of the registered shares underlying the warrants or shares of convertible preferred stock are issued and
sold on the market, the prevailing trading price could be adversely affected.
If
securities or industry analysts do not publish research or reports about our company, or if they issue adverse or misleading opinions
regarding us or our stock, our stock price and trading volume could decline.
Although
we have research coverage by securities and industry analysts, if coverage is not maintained, the market price for our stock may
be adversely affected. Our stock price also may decline if any analyst who covers us issues an adverse or erroneous opinion regarding
us, our business model, our intellectual property or our stock performance, or if our clinical trials and operating results fail
to meet analysts’ expectations. If one or more analysts cease coverage of us or fail to regularly publish reports on us,
we could lose visibility in the financial markets, which could cause our stock price or trading volume to decline and possibly
adversely affect our ability to engage in future financings
If we fail to maintain an effective
system of internal control over financial reporting, we may not be able to accurately report our financial results. As a result,
we could become subject to sanctions or investigations by regulatory authorities and/or stockholder litigation, which could harm
our business and have an adverse effect on our stock price.
As a public reporting company, we are
subject to various regulatory requirements, including the Sarbanes-Oxley Act of 2002, which requires our management to assess
and report on our internal controls over financial reporting. Until September 2015, we were a small company with few
employees and we did not have sufficient personnel within our finance department to properly conduct all of internal control
procedures and activities that require segregation of powers and responsibilities. As a result, as of December 31, 2014, we
did not maintain effective internal control over our financial reporting systems. In June 2015 we hired a seasoned Chief
Financial Officer to establish effective internal controls over our reporting. As of December 31, 2015, we believe we have
remedied any material weaknesses and have sufficient controls in place to comply with the Sarbanes-Oxley Act of 2002.
Nevertheless, in future years, our testing, or the subsequent testing by our independent registered public accounting firm,
may reveal deficiencies in our internal controls that we would be required to remediate in a timely manner so as to be able
to comply with the requirements of Section 404 of the Sarbanes-Oxley Act each year. If we are not able to comply with the
requirements of Section 404 of the Sarbanes-Oxley Act in a timely manner each year, we could be subject to sanctions
or investigations by the SEC, NASDAQ or other regulatory authorities which would require additional financial and management
resources and could adversely affect the market price of our common stock. Material weaknesses in our internal controls could
result in a loss of investor confidence in our financial reports.
Our board could issue one or more
additional series preferred stock without stockholder approval with the effect of diluting existing stockholders and
impairing their voting and other rights.
Our articles of incorporation authorize
the issuance of up to 50,000,000 shares of “blank check” preferred stock (of which only 17,000 have been designated
as the Series A Convertible Preferred Stock) with designations, rights and preferences as may be determined from time to time by
our board of directors. Our board is empowered, without stockholder approval, to issue one or more series of preferred stock with
dividend, liquidation, conversion, voting or other rights which could dilute the interest of, or impair the voting power of, our
common stockholders. The issuance of a series of preferred stock could be used as a method of discouraging, delaying or preventing
a change in control. For example, it would be possible for our board of directors to issue preferred stock with voting or other
rights or preferences that could impede the success of any attempt to effect a change in control of our company.
We do not anticipate paying cash
dividends for the foreseeable future, and therefore investors should not buy our stock if they wish to receive cash dividends.
We have never declared or paid any cash
dividends or distributions on our common stock. We currently intend to retain our future earnings to support operations and to
finance expansion and, therefore, we do not anticipate paying any cash dividends on our common stock in the foreseeable future.
Item 1B. |
Unresolved Staff Comments |
None.
As of July 1, 2015, our new corporate offices
are located at 112 West 34th Street, 18th Floor, New York, New York 10120. We currently lease these offices
under one year lease for a monthly rental of approximately $12,000.
In July 2014, we entered into a five -year
lease with the University of South Florida Research Foundation for an approximately 5,100 square foot facility located at 3802
Spectrum Boulevard Tampa, Florida 33612. The facility is part of the University of South Florida research park and is used as our
research and development facilities. Our monthly base rent for this facility was $10,443 for the first year, and increases by 3%
annually. We have the option to extend the lease term of this facility for an additional five-year period on the same terms and
conditions, except that the base rent for the renewal term will be increased in accordance with the applicable consumer price index.
We believe that our existing facilities
are adequate to meet our current needs, and that suitable additional alternative spaces will be available in the future on commercially
reasonable terms.
Item 3. |
Legal Proceedings. |
SEC Subpoena
On April 23, 2014 we received a subpoena from
the SEC that stated that the staff of the SEC is conducting an investigation now known as “In the Matter of Certain
Stock Promotions,” and that the subpoena was issued as part of the foregoing investigation. The SEC’s subpoena
and accompanying letter did not indicate whether we are, or are not, under investigation. We have cooperated with the SEC and
have completed our production of documents in response to the subpoena. To date, the SEC has not requested any further information
from us. Nevertheless, the SEC may in the future require us to produce additional documents or other materials.
The subpoena required us to give the
SEC certain documents regarding, and communications between, anyone at this company and certain listed persons and entities
(which include investor-relations firms and persons associated with the investor-relations firms), and articles regarding
this company posted on certain equity research or other financial websites. We believe that the SEC is investigating improper
conduct relative to the payment of bloggers and other authors for promotional articles written
about public companies. A number of articles have been written about us that may be available on the internet and elsewhere.
Investors considering an investment in our securities should review this Annual Report and the other documents that we filed
with the SEC rather than relying on internet blogs or other similar articles and publications.
Although we are unaware of the exact scope
or timing of the SEC’s investigation it is our understanding that the investigation is ongoing. We do not know when the
investigation will be concluded or to what extent we will be further involved. If we receive additional subpoenas or other
requests for documents from the SEC it is our intention to fully cooperate with the SEC. Complying with any such future requests
could distract the time and attention of our officers and directors or divert our resources away from research and development
programs. Furthermore, we and our former officers and directors, may be the subject of the SEC’s investigation. Any such
investigation could result in significant legal expenses, the diversion of management’s attention from our business, damage
to our business and reputation, and could subject us to a wide range of remedies, including an SEC enforcement action and potential
financial penalties required by the SEC.
Other
Other than the foregoing SEC subpoena,
there are no other pending legal proceedings to which we are a party or of which our property is the subject. However, from time
to time, we may be involved in various claims and legal proceedings relating to claims arising out of our operations. Regardless
of outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources
and other factors.
Item 4. |
Mine Safety Disclosures. |
Not Applicable.
PART II
Item 5. |
Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. |
On February 26, 2015, our common stock
was listed for trading on the Nasdaq Global Market under the symbol “LBIO”. From October 23, 2013 until February 26,
2015, our common stock was quoted on the OTC QB market of the OTC Markets.
Fiscal Year Ended December 31, 2014 | |
High | | |
Low | |
First Quarter | |
$ | 10.00 | | |
$ | 4.75 | |
Second Quarter | |
$ | 11.25 | | |
$ | 5.50 | |
Third Quarter | |
$ | 8.50 | | |
$ | 6.07 | |
Fourth Quarter | |
$ | 8.40 | | |
$ | 4.97 | |
Fiscal Year Ended December 31, 2015 | |
High | | |
Low | |
First Quarter | |
$ | 15.03 | | |
$ | 7.60 | |
Second Quarter | |
$ | 13.89 | | |
$ | 8.02 | |
Third Quarter | |
$ | 10.29 | | |
$ | 5.42 | |
Fourth Quarter | |
$ | 8.45 | | |
$ | 5.27 | |
Stockholders
As of December 31, 2015, there were approximately
78 holders of record of our common stock. Many of our shares are held by brokers and other institutions on behalf of an estimated
1,500 stockholders who are represented by these holders of record. In addition, we had three holders of record who owned shares
of our Series A Convertible Preferred Stock. The transfer agent for our Common Stock is Continental Stock Transfer, 17 Battery
Place, 8th Floor, New York, NY 10004.
Dividends
We have not paid any dividends on our Common
Stock to date and do not anticipate that we will pay dividends in the foreseeable future. Any payment of cash dividends on our
Common Stock in the future will be dependent upon the amount of funds legally available, our earnings, if any, our financial condition,
our anticipated capital requirements and other factors that the Board of Directors may think are relevant. However, we currently
intend for the foreseeable future to follow a policy of retaining all of our earnings, if any, to finance the development and expansion
of our business and, therefore, do not expect to pay any dividends on our Common Stock in the foreseeable future.
Under the terms of the Series A Convertible
Preferred Stock, we may not declare, pay or set aside any dividends on shares of any class or series of capital stock (other than
dividends on shares of common stock payable in shares of common stock) unless the holders of the Series A Convertible Preferred
Stock first receive, or simultaneously receive, an equal dividend on each outstanding share of Series A Convertible Preferred Stock.
Equity Compensation Plan Information
See Part III, Item 12, “Security
Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters,” of this Annual Report for information
regarding securities authorized for issuance under our equity compensation plans, which information is incorporated herein by reference.
Recent Sales of Unregistered Securities
During the fiscal
quarter ended December 31, 2015, one accredited investor who held warrants that we sold to him in the November 2013 private placement,
exercised warrants to purchase 4,000 shares of common stock at an exercise price of $2.50 per share ($10,000 in the aggregate).
These shares were issued pursuant to an exemption available under Section 4(a)(2) of the Securities Act of 1933, as amended. No commissions
were paid with respect to these warrants exercises.
Repurchase of Shares
We did not repurchase any shares during
the fourth quarter of the fiscal year covered by this report.
Item 6. |
Selected Financial
Data (in thousands, except per share information) |
The
statements of operations data for the years ended December 31, 2015, 2014 and 2013 and the balance sheet data as of December 31,
2015 and 2014 have been derived from our audited financial statements included elsewhere in this annual report on Form 10-K. The
statements of operations data for the years ended December 31, 2012 and 2011 and the balance sheet data as of December 31, 2013,
2012 and 2011 have been derived from our audited financial statements not included in this annual report on Form 10-K. The following
selected financial data should be read in conjunction with our “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” and financial statements and related notes to those statements included elsewhere in
this annual report on Form 10-K.
| |
Years Ended December 31, | |
| |
2015 | | |
2014 | | |
2013 | | |
2012 | | |
2011 | |
Net revenue | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | |
Operating expenses: | |
| | | |
| | | |
| | | |
| | | |
| | |
Research and development | |
| 15,470 | | |
| 3,849 | | |
| 2,154 | | |
| 1,656 | | |
| 1,756 | |
General and administrative | |
| 12,390 | | |
| 8,192 | | |
| 3,831 | | |
| 6,476 | | |
| 19,303 | |
Cost of Lion transaction - related party | |
| - | | |
| - | | |
| 16,656 | | |
| - | | |
| - | |
Other income (loss) | |
| 200 | | |
| 6 | | |
| (2,741 | ) | |
| 4,825 | | |
| (4,476 | ) |
Net loss | |
$ | (27,660 | ) | |
$ | (12,035 | ) | |
$ | (25,382 | ) | |
$ | (3,308 | ) | |
$ | (25,694 | ) |
Net loss per share | |
$ | (0.62 | ) | |
$ | (0.48 | ) | |
$ | (3.47 | ) | |
$ | (0.04 | ) | |
$ | (0.34 | ) |
| |
As of December 31, | |
| |
2015 | | |
2014 | | |
2013 | | |
2012 | | |
2011 | |
Total assets | |
$ | 105,653 | | |
$ | 46,507 | | |
$ | 19,877 | | |
$ | 29 | | |
$ | 568 | |
Total liabilities | |
| 1,630 | | |
$ | 1,662 | | |
$ | 2,270 | | |
$ | 11,349 | | |
$ | 13,349 | |
Derivative liabilities | |
| - | | |
| - | | |
| - | | |
| - | | |
$ | 7,938 | |
Total stockholders' equity | |
$ | 104,023 | | |
$ | 44,845 | | |
$ | 17,604 | | |
$ | (11,319 | ) | |
$ | (12,781 | ) |
See "Management's Discussion and Analysis of Financial
Condition and Results of Operations" below, and the financial statements and accompanying notes and previously
filed Annual Reports on Form 10-K for further information regarding our results and financial position for periods
reported herein and for known factors that will impact comparability of future results.
Item 7. |
Management’s Discussion
and Analysis of Financial Condition and Results of Operations |
The following discussion
and analysis of our results of operations and financial condition should be read in conjunction with our financial statements and
the notes to those financial statements that are included elsewhere in this report. Our discussion includes forward-looking statements
based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions.
Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a
result of a number of factors, including those set forth under the “Business” section and elsewhere in this report.
We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,”
“ongoing,” “expect,” “believe,” “intend,” “may,” “will,”
“should,” “could,” and similar expressions to identify forward-looking statements. All forward-looking
statements included in this report are based on information available to us on the date hereof and, except as required by law,
we assume no obligation to update any such forward-looking statements.
Overview
We
are a clinical-stage biotechnology company focused on the development and commercialization of novel cancer immunotherapy products
designed to harness the power of a patient's own immune system to eradicate cancer cells. Our lead program is an adoptive cell
therapy utilizing tumor-infiltrating lymphocytes (TIL), which are T cells derived from patients’ tumors, for the treatment
of metastatic melanoma along with other solid tumor cancer indications.
Although
we were formed in 2007, we did not commence our current biotechnology business until 2011. In May 2013 we completed a restructuring
of all of our outstanding debt and equity securities (the “Restructuring”) and raised $1.25 million through the sale
of our common stock. As part of the Restructuring, we converted $7.2 million of senior secured promissory notes, $1.7 million
of bridge promissory notes, and $0.3 million in other outstanding debt into shares of common stock at a conversion price of $1.00
per share. In connection with, and shortly after the Restructuring, we replaced our Chief Executive Officer and most of our directors.
On September 26, 2013, we amended and restated our Articles of Incorporation to, among other things, effect a 1-for-100 reverse
stock split (pro-rata reduction of outstanding shares) of our common stock, increase (after the reverse stock split) the number
of our authorized number of shares of common stock to 150,000,000 shares, and authorize the issuance of 50,000,000 shares of “blank
check” preferred stock, $0.001 par value per share.
In
November 2013, in order to fund our anticipated growth and expected research and development expenses, we raised a total of $23,290,600
in a private placement of shares of our common stock, shares of a new series of preferred stock designated as “Series A
Convertible Preferred Stock,” and warrants to purchase shares of common stock. Because of the capital raised in November
2013, in 2014 we were able to increase our operations, hire additional employees and consultants and, by the end of 2014, we were
able to open our own research and development facilities in Tampa, Florida, near the H. Lee Moffitt Cancer & Research Institute
(Moffitt) on the campus of the University of South Florida. On December 22, 2014 we closed an underwritten offering of 6,000,000
shares of our common stock, including shares sold pursuant to the exercise in full of the underwriters' option to purchase additional
shares, at a price of $5.75 per share. The net proceeds to us from the offering were approximately $32.2 million. In 2015 we continued
to increase our operations and hire additional employees and officer. On March 3, 2015 we closed a second underwritten public
offering of 9,200,000 shares of our common stock, including shares sold pursuant to the exercise in full of the underwriters'
option to purchase additional shares, at a price of $8.00 per share. The net proceeds to us from the second public offering were
approximately $68.2 million. As a result of the financings effected in November 2013, December 2014 and March 2015, as of December
31, 2015 we had $103.2 million in cash, cash equivalents and short-term investments.
During
the second half of 2015, we opened enrollment in a Phase 2 clinical trial of our lead product candidate, LN-144, for the treatment
of refractory metastatic melanoma. The single-arm study is expected to enroll approximately 20 evaluable patients and will be
conducted at up to ten sites. Additionally, at the end of 2015, we filed an Investigational New Drug (IND) application with the
FDA to conduct clinical trials of LN-145 in the treatment of cervical cancer, and head and neck squamous cell carcinoma (HNSCC).
In February, 2016 we announced that the FDA has allowed our IND application. We anticipate that we will begin enrolling for at
least one of these trials during 2016.
Results of Operations for the Years Ended December 31,
2015, 2014 and 2013
Revenues
As a development stage
company that is currently engaged in the development of novel cancer immunotherapy products, we have not yet generated any revenues
from our biotechnology business or otherwise since our formation. We currently do not anticipate that we will generate any revenues
during 2016 from the sale or licensing of our products. Our ability to generate revenues in the future will depend on our ability
to complete the development of our product candidates and to obtain regulatory approval for them.
Costs and expenses
Research and Development Expense (in thousands)
| |
Year Ended December 31, | | |
Aggregate Change | |
| |
2015 | | |
2014 | | |
2013 | | |
2015 from 2014 | | |
2014 from 2013 | |
Research and development expense | |
$ | 15,470 | | |
$ | 3,849 | | |
$ | 2,154 | | |
$ | 11,621 | | |
$ | 1,695 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Stock-based compensation expense included in research and development expense | |
$ | 2,248 | | |
$ | 1,144 | | |
$ | 825 | | |
$ | 1,104 | | |
$ | 319 | |
Research
and development expense consists of costs incurred in performing research and development activities, clinical trials,
personnel costs for research and development employees and consultants, rent at our research and development facility in
Tampa, Florida, cost of laboratory supplies, manufacturing expenses, and fees paid to third parties, including the NCI and
our third party contract manufacturer that will process and manufacture our products for our clinical trial. Research and
development expenses also included amounts paid to the National Institutes of Health under terms of our license agreements,
and to the NCI under the CRADA. During the year ended December 31, 2015, our research and development costs increased by
$11.6 million when compared to the same period in 2014. The increase is mainly attributable to the expansion of our CRADA in
2015, the general expansion of our research and development efforts, the establishment of our Tampa, Florida, research
facility in the fourth quarter of 2014 and the initiation of our Phase II clinical trial in September 2015. Research and
development costs were $2.7 million in 2014 compared to $1.3 million for the year ended December 31, 2013. Research and
development expenses in 2014 increased over 2013 as we expanded our research and development activities including:
engaging Lonza to commence establishing a centralized TIL manufacturing center, entering into a clinical trial
grant agreement with Moffitt Cancer Center, and opening our own research and development laboratory in
Tampa.
Research and development
activities are central to our business model. Product candidates in later stages of clinical development generally have higher
development costs than those in earlier stages of clinical development, primarily due to the increased size and duration of later-stage
clinical trials. We expect our research and development expenses to increase over the next several years as we continue to conduct
our clinical trial for our products and as we increase our research and development efforts in other cancer indications. However,
it is difficult to determine with certainty the duration and completion costs of our current or future preclinical programs and
clinical trials of our product candidates.
The duration, costs
and timing of our clinical trials and development of our product candidates will depend on a number of factors that include, but
are not limited to, the number of patients that enroll in the trial, per patient trial costs, number of sites included in the trial,
discontinuation rates of patients, duration of patient follow-up, efficacy and safety profile of the product candidate, and the
length of time required to enroll eligible patients. Additionally, the probability of success for our product candidate will depend
on a number of factors, including competition, manufacturing capability and cost efficiency, and commercial viability.
For the years ended
December 31, 2015, 2014 and 2013, we incurred $2.2 million, $1.1 million and $0.8 million, respectively, of non-cash stock-based
compensation costs. The increases during the last three years are attributable to the increase in our hiring in support of our
increased clinical development activities.
General and Administrative Expense (in thousands)
| |
Year Ended December 31, | | |
Aggregate Change | |
| |
2015 | | |
2014 | | |
2013 | | |
2015 from 2014 | | |
2014 from 2013 | |
General and administrative expenses | |
$ | 12,390 | | |
$ | 8,192 | | |
$ | 3,831 | | |
$ | 4,198 | | |
$ | 4,361 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Stock-based compensation expense included in general and administrative expense | |
$ | 6,275 | | |
$ | 2,670 | | |
$ | 1,925 | | |
$ | 3,605 | | |
$ | 745 | |
General and administrative expenses
include personnel costs for our employees engaged in general and administrative activities, legal fees, audit and tax fees,
consultants and professional services, and general corporate expenses. For the year ended December 31, 2015 our general and
administrative expenses increased by $4.2 million, or 51%, and for the year ended December 31, 2014 compared to the prior
year comparable period, our general and administrative expenses increased by $4.4 million, or 114%. The increase in our general
and administrative expenses during the years ended December 31, 2015 and 2014 is due to the increase in our overall corporate
activities, including business development and increases in employment related expenses, insurance costs and legal fees. For the years
ended December 31, 2015, 2014 and 2013, we incurred $6.3 million, $2.7 million, and $1.9 million, respectively, of non-cash
stock-based compensation costs. Share based compensation includes stock and options granted to our executive officers, our
employees, our directors, and our consultants and advisors. As a result of our increased operations and the additional
employees, our general and administrative expenses in the future are expected to continue to increase.
Interest Income/(Expense) (in thousands)
| |
Year Ended December 31, | | |
Aggregate Change | |
| |
2015 | | |
2014 | | |
2013 | | |
2015 from 2014 | | |
2014 from 2013 | |
Interest Income | |
$ | 200 | | |
$ | 6 | | |
$ | (445 | ) | |
$ | 194 | | |
$ | 6 | |
Interest income results from our interest-bearing
cash and investment balances. Interest income for the year ended December 31, 2015 increased over 2014 and 2013 due to the
higher cash balances in 2015 as a result of the proceeds received from our equity financings in late 2014 and early 2015. In 2013,
the Company incurred interest expense on its promissory notes which were restructured in late 2013.
Net Loss
We had a net loss of $27.7
million, $12.0 million, and $25.4 million for the years ended December 31, 2015, 2014 and 2013, respectively. The increase in
our net loss during 2015 is due to an increase in general and administrative expenses, as described above, along with the expansion
of our research and development activities. We anticipate that we will continue to incur net losses in the future as we further
invest in our research and development activities, including our clinical development, and we do not expect to generate any revenues
in the near term.
Liquidity and Capital Resources
As of December 31, 2015 we had cash, cash
equivalents and short-term investments of $103.7 million. As of December 31, 2015, we had $102.3 million of working capital.
Cash Flows from Operating, Investing and Financing Activities
(in thousands):
| |
Year Ended December 31, | |
| |
2015 | | |
2014 | | |
2013 | |
Net cash provided by (used in): | |
| | | |
| | | |
| | |
Operating activities | |
$ | (18,381 | ) | |
$ | (8,633 | ) | |
$ | (3,661 | ) |
Investing activities | |
$ | (91,153 | ) | |
$ | (1,592 | ) | |
$ | (13 | ) |
Financing activities | |
$ | 78,267 | | |
$ | 35,462 | | |
$ | 23,346 | |
Net (decrease) increase in cash and cash equivalents | |
$ | (31,267 | ) | |
$ | 25,237 | | |
$ | 19,672 | |
Net cash used in operating activities was
approximately $18.4 million in 2015 compared to approximately $8.6 million and $3.7 million in 2014 and 2013, respectively.
Net cash used in operating activities primarily consisted of cash payments related to the increased spending within our research
and development group in support of our clinical development programs as well as the increase in our administrative functions as
we scale up our business to support of the clinical activities. The timing of cash requirements may vary from period to period
depending on our research and development activities, including our planned clinical trials.
Net cash used in investing activities was approximately $91.2 million in 2015 compared to net cash used in investing
activities of approximately $1.6 million and $13,000 in 2014 and 2013, respectively. The increase in investing activities
in 2015 related to the investment of the approximately $100 million in proceeds we received from the 2014 and 2015 equity raises.
Net cash used in investing activities in 2015 related to net purchases of short-term investments and capital expenditures. Capital
expenditures were approximately $1.1 million, $1.6 million and $13,000 in 2015, 2014 and 2013, respectively. The objective
of the company’s investment policy is to ensure the safety and preservation of its capital while maximizing total return.
Net cash provided by financing activities
was approximately $78.3 million in 2015 compared to approximately $35.5 million and $23.3 million in 2014 and 2013,
respectively. Net cash provided by financing activities during the years reported related to the proceeds from the sale
of our securities. Most recently, in the first quarter of 2015, we completed an underwritten public offering in which we received
net proceeds of approximately $68.3 million. Net cash provided by financing activities in 2015 and 2014 also included proceeds
from the exercise of outstanding warrants of approximately $9.7 million and $3.2 million, respectively.
During 2016, we expect to further ramp
up our research and development activities, which will increase the amount of cash we will use in our operations. Our budget for
2016 includes significantly increased spending for clinical trials with LN-144 our lead product candidate and LN-145, and on research
and development for other indications and TIL enhancements. In addition, we anticipate that we will have higher payroll expenses
as we increase our professional staff. Based on the funds we had available on December 31, 2015 and the additional net proceeds
we received in the March 3, 2015 public offering, we believe that we have sufficient capital to fund our anticipated operating
expenses for at least 12 months.
Inflation and changing prices have had
no effect on our continuing operations over our two most recent fiscal years.
Recent Accounting Pronouncements
See Note 2 of the financial statements for a discussion of recent accounting pronouncements.
Critical Accounting Policies
Our discussion and analysis of our financial
condition and results of operations are based upon our consolidated financial statements and accompanying notes, which have been
prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements
requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses,
and related disclosure of contingent assets and liabilities. When making these estimates and assumptions, we consider our historical
experience, our knowledge of economic and market factors and various other factors that we believe to be reasonable under the circumstances.
Actual results may differ under different estimates and assumptions.
The accounting estimates and assumptions
discussed in this section are those that we consider to be the most critical to an understanding of our financial statements because
they inherently involve significant judgments and uncertainties.
Use of Estimates
The preparation of financial statements
in conformity with accounting principles generally accepted in the United States of America requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results
could differ from these estimates.
Stock-Based Compensation
We periodically issue stock options and
warrants to employees and non-employees in non-capital raising transactions for services and for financing costs. We
adopted FASB guidance effective January 1, 2006, and are using the modified prospective method in which compensation cost is recognized
beginning with the effective date (a) for all share-based payments granted after the effective date and (b) for all awards granted
to employees prior to the effective date that remain unvested on the effective date. We account for stock option and
warrant grants issued and vesting to non-employees in accordance with accounting guidance whereby the fair value of the stock compensation
is based on the measurement date as determined at either (a) the date at which a performance commitment is reached, or (b) the
date at which the necessary performance to earn the equity instrument is complete.
We
estimate the fair value of stock options using the Black-Scholes option-pricing model, which was developed for use in estimating
the fair value of options that have no vesting restrictions and are fully transferable. This model requires the input of subjective
assumptions, including the expected price volatility of the underlying stock and the expected life of stock options. Projected
data related to the expected volatility of stock options is based on the historical volatility of the trading prices of our common
stock and the expected life of stock options is based upon the average term and vesting schedules of the options. Changes
in these subjective assumptions can materially affect the fair value of the estimate, and therefore the existing valuation models
do not provide a precise measure of the fair value of our employee stock options.
Contractual Obligations
We acquire assets still in development
and enter into research and development arrangements with third parties that often require milestone and royalty payments to the
third party contingent upon the occurrence of certain future events linked to the success of the asset in development. Milestone
payments may be required, contingent upon the successful achievement of an important point in the development life-cycle of the
pharmaceutical product (e.g., approval of the product for marketing by a regulatory agency). If required by the arrangement, we
may have to make royalty payments based upon a percentage of the sales of the pharmaceutical product in the event that regulatory
approval for marketing is obtained. Because of the contingent nature of these milestone payments, they are not included in the
table of contractual obligations.
These arrangements may be material individually,
and in the event that milestones for multiple products covered by these arrangements were reached in the same period, the aggregate
charge to expense could be material to the results of operations in any one period. In addition, these arrangements often give
us the discretion to unilaterally terminate development of the product, which would allow us to avoid making the contingent payments.
Our current contractual obligations as
of December 31, 2015 that will require future cash payments are as follows:
| |
Payments due by period | |
| |
(in thousands) | |
Contractual obligations | |
Total | | |
Less than 1 Year | | |
1-3 years | | |
3-5 years | | |
More than 5 years | |
Long-Term Debt Obligations | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Rent Obligations | |
$ | 701 | | |
$ | 215 | | |
$ | 486 | | |
| - | | |
| - | |
NIH minimum obligations | |
$ | 630 | | |
$ | 390 | | |
$ | 120 | | |
$ | 120 | | |
| - | |
Moffitt obligations | |
$ | 725 | | |
$ | 725 | | |
| - | | |
| - | | |
| - | |
CRADA minimum obligations | |
$ | 8,000 | | |
$ | 2,000 | | |
$ | 6,000 | | |
$ | - | | |
| - | |
Other Long-Term Liabilities Reflected on the Registrant's Balance Sheet under GAAP | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Total | |
$ | 10,056 | | |
$ | 3,330 | | |
$ | 6,606 | | |
$ | 120 | | |
$ | - | |
Each of the CRADA and certain of our license
agreements under which we may be required to pay quarterly or annual fees is generally cancelable by us, given appropriate
prior written notice and, as such, is excluded from the table above, unless the fees were already incurred at December 31, 2015.
The annual amount payable by us to maintain the CRADA and certain of our license agreements is approximately $2 million. Our CRADA
expires in August 2016, for the purposes of this table we assumed that the agreement will be renewed on equal terms and continued
for another three years. Other than as disclosed in the table above, the payment obligations under the license agreements, as well
as under the Moffitt Agreement, are contingent upon future events such as our achievement of specified development, regulatory
and commercial milestones and we are required to make development milestone payments and royalty payments in connection with the
sale of products developed under these agreements. As of December 31, 2015, we were unable to estimate the timing or likelihood
of achieving the milestones or making future product sales and, therefore, any related payments are not included in the table above.
Off-Balance Sheet Arrangements
At December 31, 2015, we had no obligations
that would require disclosure as off-balance sheet arrangements.
Item 7A. |
Quantitative and Qualitative Disclosures About Market Risk |
Our
investments in marketable securities, which are composed primarily of corporate debt securities, are subject to default, changes
in credit rating and changes in market value. The primary objective of our investment activities is to preserve principal. These
investments are also subject to interest rate risk and will decrease in value if market rate interest rates increase. As of December 31,
2015, marketable securities we owned were $70.1 million. Due to the nature of these investments, if market interest rates
were to increase immediately and uniformly by 10% from levels as of December 31, 2015, the decline in fair value would not
be material. If interest rates had declined by 10% in the year ended December 31, 2015, the decrease in earned interest would
not have had a material effect on our results of operations or cash flows for that period.
Item 8. |
Financial Statements and Supplementary
Data |
Financial Statements are referred to in
Item 15, listed in the Index to Financial Statements and filed and included elsewhere herein as a part of this Annual Report on
Form 10-K, and are incorporated herein by this reference.
Item 9. |
Changes in and Disagreements With
Accountants on Accounting and Financial Disclosure |
Not applicable.
Item 9A. |
Controls and Procedures |
Conclusion Regarding the Effectiveness
of Disclosure Controls and Procedures
Under the supervision
and with the participation of our management, including our principal executive officer and principal financial officer, we conducted
an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the
Exchange Act. Based on this evaluation, our principal executive officer and our principal financial officer concluded that our
disclosure controls and procedures were effective as of the end of the period covered by this Annual Report.
Management's
Annual Report on Internal Control Over Financial Reporting
Our management
is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in
Exchange Act Rules 13a-15(f). Under the supervision and with the participation of our management, including our principal
executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over
financial reporting based on the framework in Internal Control—Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (2013 framework). Based on our evaluation under the framework in Internal
Control—Integrated Framework, our management concluded that our internal control over financial reporting was effective
as of December 31, 2015.
Because of its inherent limitations, internal
control over financial reporting may not prevent or detect all misstatements. Also, projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree
of compliance with the policies or procedures may change over time.
The effectiveness
of our internal control over financial reporting as of December 31, 2015 has been audited by Weinberg & Company. P.A.,
an independent registered public accounting firm, as stated in its attestation report which is set forth below in this Annual
Report on Form 10-K.
Item 9B. |
Other Information |
None.
PART III
Certain information required by Part III
is omitted from this Annual Report because we will file a definitive Proxy Statement for the Annual Meeting of Stockholders pursuant
to Regulation 14A of the Securities Exchange Act of 1934 (the “Proxy Statement”), not later than 120 days after the
end of the fiscal year covered by this Annual Report, and the applicable information included in the Proxy Statement is incorporated
herein by reference.
Item 10. |
Directors, Executive Officers, and Corporate Governance |
Information required by this Item 10 will
be presented in the Proxy Statement and is incorporated herein by reference. Certain Information regarding our executive officers
is included above in Part I of this Form 10-K under the caption “Executive Officers” pursuant to Instruction 3 to Item
401(b) of Regulation S-K and General Instruction G(3) of Form 10-K.
Item 11. |
Executive Compensation |
The information required by this Item is incorporated herein
by reference to the sections entitled “Executive Compensation” and “Directors’ Compensation” in the
Proxy Statement.
Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
The information required by this Item is incorporated herein
by reference to the sections entitled “Security Ownership of Certain Beneficial Owners and Management” and “Equity
Compensation Plan Information” in the Proxy Statement.
Item 13. |
Certain Relationships and Related Transactions, and Director Independence |
The information required by this Item is incorporated herein
by reference to the section entitled “Certain Relationships and Related Transactions” in the Proxy Statement.
Item 14. |
Principal Accountant’s Fees
and Services |
Information required by this Item is incorporated herein by
reference to the section of the Proxy Statement entitled “Principal Accountant Fees and Services.”
PART IV
Item 15. |
Exhibits, Financial Statements Schedules |
The Company’s financial statements
and related notes thereto are listed and included in this Annual Report beginning on page F-1. The following exhibits are filed
with, or are incorporated by reference into, this Annual Report.
EXHIBIT INDEX
Exhibit |
|
Description |
2.1 |
|
Agreement and Plan of Merger between Freight Management Corp. (renamed Genesis Biopharma, Inc.) and Genesis Biopharma, Inc. dated March 15, 2010 (incorporated herein by reference to the Registrant’s Form 8-K filed with the Commission on March 19, 2010). |
2.2 |
|
Asset Purchase Agreement among Freight Management Corp. (renamed Genesis Biopharma, Inc.), Genesis Biopharma, Inc., Hamilton Atlantic and the other signatories thereto dated March 15, 2010 (incorporated herein by reference to the Registrant’s Form 8-K filed with the Commission on March 19, 2010). |
3.1 |
|
Articles of Incorporation filed with the Nevada Secretary of State on September 7, 2007 (incorporated herein by reference to the Registrant’s Registration Statement on Form SB-2 filed with the Commission on January 29, 2008). |
3.2 |
|
Articles of Merger filed with the Nevada Secretary of State on March 15, 2010 (incorporated herein by reference to the Registrant’s Form 8-K filed with the Commission on March 19, 2010). |
3.3 |
|
Certificate of Change to Articles of Incorporation filed with the Nevada Secretary of State on March 15, 2010 (incorporated herein by reference to the Registrant’s Form 8-K filed with the Commission on March 19, 2010). |
3.4 |
|
Agreement and Plan of Merger, dated July 24, 2013, by and among Genesis Biopharma, Inc., Lion Biotechnologies, Inc., Genesis Biopharma Sub, Inc., Manish Singh and Sanford J. Hillsberg (incorporated herein by reference to the Registrant’s Form 8-K filed with the Commission on July 25, 2013). |
3.5 |
|
Bylaws (incorporated herein by reference to the Registrant’s Registration Statement on Form SB-2 filed with the Commission on January 29, 2008). |
3.6 |
|
Amendment to Bylaws (incorporated herein by reference to the Registrant’s Form 8-K filed with the Commission on May 29, 2013). |
4.1 |
|
Form of Warrant (incorporated herein by reference to Registrant’s Form 8-K filed with the Commission on October 31, 2013) |
10.1 |
|
Genesis Biopharma, Inc. 2010 Equity Compensation Plan (incorporated herein by reference to the Registrant’s Annual Report on Form 10-K filed with the Commission on March 31, 2010). |
10.2 |
|
Form of Stock Option Agreement for grants under the Genesis Biopharma Inc. 2010 Equity Incentive Plan (incorporated herein by reference to the Registrant’s Annual Report on Form 10-K filed with the Commission on March 31, 2010). |
10.3 |
|
Genesis Biopharma, Inc. 2011 Equity Compensation Plan (incorporated herein by reference to Registrant’s Form 8-K filed with the Commission on October 20, 2011) |
10.4 |
|
Form of ISO Stock Option Agreement for grants under the Genesis Biopharma Inc. 2011 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.4 of the Registrant’s Form 8-K filed with the Commission on October 20, 2011). |
10.5 |
|
Form of NQSO Stock Option Agreement for grants under the Genesis Biopharma Inc. 2011 Equity Incentive Plan (incorporated herein by reference to the Registrant’s Form 8-K filed with the Commission on October 20, 2011). |
10.6 |
|
Patent License Agreement between the Company and the National Institutes of Health effective October 5, 2011 (incorporated herein by reference to the Registrant’s Form 8-K/A filed with the Commission on December 13, 2011).* |
10.7 |
|
Cooperative Research and Development Agreement for Intramural-PHS Clinical Research, dated August 5, 2011, between the U.S. Department of Health and Human Services, as represented by the National Cancer Institute and the Company. (incorporated herein by reference to the Registrant’s Form 8-K/A (No.2) filed with the Commission on November 29, 2011). |
10.8 |
|
Employment Agreement dated as of May 1, 2011 between the Company and Michael Handelman (incorporated herein by reference to the Registrant’s Form 8-K filed with the Commission on October 20, 2011).# |
10.9 |
|
Lonza Walkersville Inc. Letter of Intent with Genesis Biopharma Inc. effective November 4, 2011 (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on November 21, 2011). |
10.10 |
|
Manufacturing Service Agreement, dated December __, 2011, by and between Lonza Walkersville and Genesis Biopharma, Inc. (incorporated herein by reference to the Registrant’s Form 10-K filed with the Commission on March 30, 2012). |
10.11 |
|
Form of Director Stock Award Agreement (incorporated herein by reference to the Registrant’s Form 8-K filed with the Commission on July 25, 2013). |
10.12 |
|
Executive Employment Agreement, dated July 24, 2013, between the
Company and Manish Singh (incorporated herein by reference to the Registrant's Form 10-K filed with the Commission on March 28, 2014).# |
10.13 |
|
Form of Registration Rights Agreement to be entered into by and among Lion Biotechnologies, Inc. and the Investors under the Securities Purchase Agreement (incorporated herein by reference to the Registrant’s Form 8-K filed with the Commission on October 31, 2013). |
10.14 |
|
Securities Purchase Agreement, dated October 30, 2013, by and among Lion Biotechnologies, Inc. and the Investors thereunder (incorporated herein by reference to the Registrant’s Form 8-K filed with the Commission on October 31, 2013). |
10.15 |
|
Executive Employment Agreement, dated January 6, 2014, between the Company and James Bender (incorporated herein by reference to Amendment No. 2 to the Registrant’s Registration Statement on Form S-1 filed with the Commission on January 21, 2014).# |
1.016 |
|
Executive Employment Agreement, dated August 21, 2014, by and among Lion Biotechnologies, Inc. and Dr. Elma Hawkins (incorporated herein by reference to the Registrant’s Form 8-K filed with the Commission on August 25, 2014).# |
10.17 |
|
Cooperative Research and Development Agreement for the Development and Evaluation of the NCI Proprietary Adoptive Cell Transfer Immunotherapy Using Tumor Infiltrating Lymphocytes in Patients with Metastatic Melanoma, Bladder, Lung, Triple-negative Breast, and HPV-associated Cancers, Utilizing Lion Biotechnologies, Inc.’s Business Development Expertise in Adoptive Cell Transfer Immunotherapy, executed by Lion Biotechnologies, Inc. on January 22, 2015 (incorporated herein by reference to the Registrant’s Form 8-K filed with the Commission on January 26, 2015).* |
10.18 |
|
Patent License Agreement, dated February 9, 2015, by and between the Company and the National Institutes of Health. (incorporated herein by reference to the Registrant’s Form 10-K filed with the Commission on March 16, 2015)* |
10.19 |
|
Patent License Agreement, dated February 10, 2015, by and between the Company and the National Institutes of Health. (incorporated herein by reference to the Registrant’s Form 10-K filed with the Commission on March 16, 2015)* |
10.20 |
|
Underwriting agreement, dated as of February 26, 2015, between
Lion Biotechnologies, Inc. and Jefferies LLC, Cowen and
Company, LLC and Piper Jaffray & Co., as the representatives
of the underwriters (incorporated herein by reference to the Registrant’s Form 8-K filed with the Commission on March 3,
2015) |
10.21 |
|
Amendment No. 1, dated April 14, 2015, to Executive Employment Agreement by and among Lion Biotechnologies, Inc. and Dr. Elma Hawkins (incorporated herein by reference to the Registrant’s Form 8-K filed with the Commission on April 14, 2015)#. |
10.22 |
|
Employment Agreement, dated June 8, 2015, between Lion Biotechnologies, Inc. and Molly Henderson (incorporated herein by reference to the Registrant’s Form 10-Q filed with the Commission on August 10, 2015)# |
10.23 |
|
First Amendment to Patent License Agreement-Exclusive, effective October 2, 2015, between the Company and the National Institutes of Health (incorporated herein by reference to the Registrant’s Form 10-Q filed with the Commission on November 6, 2015)* |
23.1 |
|
Consent of Independent Registered Public Accounting Firm |
31.1 |
|
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer |
31.2 |
|
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer |
32.1 |
|
Section 1350 Certification of Chief Executive Officer |
32.2 |
|
Section 1350 Certification of Chief Financial Officer |
101 |
|
The following financial information from the Annual Report on Form 10-K of Lion Biotechnologies, Inc. for the year ended December 31, 2015, formatted in XBRL (eXtensible Business Reporting Language): (1) Balance Sheets as of December 31, 2015 and 2014; (2) Statements of Income for the years ended December 31, 2015, and 2014; (3) Statements of Shareholders’ Equity for the years ended December 31, 2015, and 2014; (4) Consolidated Statements of Cash Flows for the years ended December 31, 2015, and 2014; and (5) Notes to Financial Statements |
* Certain portions of the Exhibit have been omitted based upon
a request for confidential treatment filed by us with the Commission. The omitted portions of the Exhibit have been separately
filed by us with the Commission.
| # | Indicates a management contract or compensatory plan or arrangement. |
SIGNATURES
Pursuant to the requirements of Section
13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
|
LION BIOTECHNOLOGIES, INC. |
|
|
|
|
Date: March 11, 2016 |
By: |
/s/ Elma Hawkins |
|
|
Name: |
Elma Hawkins |
|
|
Title: |
Chief Executive Officer |
Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.
Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/ Elma Hawkins |
|
Chief Executive Officer (Principal |
|
March 11, 2016 |
Elma Hawkins |
|
Executive Officer) and Director |
|
|
|
|
|
|
|
/s/ Molly Henderson |
|
Chief Financial Officer |
|
March 11, 2016 |
Molly Henderson |
|
(Principal Financial Officer and Principal Accounting Officer) |
|
|
|
|
|
|
|
/s/ Merrill A. McPeak |
|
Director |
|
March 11, 2016 |
Merrill A. McPeak |
|
|
|
|
|
|
|
|
|
/s/ Jay Venkatesan |
|
Director |
|
March 11, 2016 |
Jay Venkatesan |
|
|
|
|
|
|
|
|
|
/s/ Sanford J. Hillsberg |
|
Director |
|
March 11, 2016 |
Sanford J. Hillsberg |
|
|
|
|
|
|
|
|
|
/s/ Ryan D. Maynard |
|
Director |
|
March 11, 2016 |
Ryan D. Maynard |
|
|
|
|
LION BIOTECHNOLOGIES, INC.
Index to Financial Statements
Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
To the Board of Directors and Stockholders
of
Lion Biotechnologies, Inc.
We have audited the accompanying balance
sheets of Lion Biotechnologies, Inc. as of December 31, 2015 and 2014, and the related statements of operations, comprehensive
loss, stockholders’ equity, and cash flows for each of the years in the three year period ended December 31, 2015. These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance
with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements
referred to above present fairly, in all material respects, the financial position of Lion Biotechnologies, Inc. as of December
31, 2015 and 2014, and the results of its operations and its cash flows for each of the years in the three year period ended December
31, 2015, in conformity with accounting principles generally accepted in the United States of America.
We also have audited, in accordance with
the standards of the Public Company Accounting Oversight Board (United States), Lion Biotechnologies, Inc.’s internal control
over financial reporting as of December 31, 2015, based on criteria established in Internal Control-Integrated Framework (2013)
issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and our report dated March 11, 2016 expressed
an unqualified opinion.
/s/Weinberg & Company, P.A.
Los Angeles, California
March 11, 2016
REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The Board of Directors and Stockholders of
Lion Biotechnologies, Inc.
We have audited Lion Biotechnologies,
Inc.’s internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control—Integrated
Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Lion Biotechnologies,
Inc.’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment
of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal
Control over Financial Reporting. Our responsibility is to express an opinion on the company’s internal control over financial
reporting based on our audit.
We conducted our audit in accordance with
the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all
material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control
over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary
in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over
financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s
internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records
that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2)
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance
with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on
the financial statements.
Because of its inherent limitations, internal
control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.
In our opinion, Lion Biotechnologies,
Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015, based
on the criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations
of the Treadway Commission (COSO).
We also have audited, in accordance with
the standards of the Public Company Accounting Oversight Board (United States), the balance sheets and the related statements
of operations, comprehensive loss, stockholders’ equity, and cash flows of Lion Biotechnologies, Inc., and our report dated
March 11, 2016 expressed an unqualified opinion.
/s/Weinberg & Company, P.A.
Los Angeles, California
March 11, 2016
LION BIOTECHNOLOGIES, INC.
Balance Sheets
(In thousands, except share information)
| |
December 31, | |
| |
2015 | | |
2014 | |
ASSETS | |
| | | |
| | |
| |
| | | |
| | |
Current Assets | |
| | | |
| | |
Cash and cash equivalents | |
$ | 13,642 | | |
$ | 44,909 | |
Money market funds | |
| 19,945 | | |
| - | |
Short-term investments available for sale | |
| 70,113 | | |
| - | |
Prepaid expenses and other current assets | |
| 277 | | |
| 66 | |
Total Current Assets | |
| 103,977 | | |
| 44,975 | |
| |
| | | |
| | |
Property and equipment, net of accumulated depreciation of $1,103
and $104, respectively | |
| 1,676 | | |
| 1,532 | |
Total Assets | |
$ | 105,653 | | |
$ | 46,507 | |
| |
| | | |
| | |
LIABILITIES AND STOCKHOLDERS' EQUITY | |
| | | |
| | |
| |
| | | |
| | |
Current Liabilities | |
| | | |
| | |
Accounts payable | |
$ | 958 | | |
$ | 1,248 | |
Accrued expenses | |
| 586 | | |
| 328 | |
Accrued payable to officers and former directors | |
| 86 | | |
| 86 | |
Total Current Liabilities | |
| 1,630 | | |
| 1,662 | |
| |
| | | |
| | |
Commitments and contingencies | |
| | | |
| | |
| |
| | | |
| | |
Stockholders' Equity | |
| | | |
| | |
Preferred stock, $0.001 par value; 50,000,000 shares authorized, 1,694 and 5,694 shares issued and outstanding, respectively | |
| - | | |
| - | |
| |
| | | |
| | |
Common stock, $0.000041666 par value; 150,000,000 shares authorized, 48,547,720 and 33,750,188 shares issued and outstanding, respectively | |
| 2 | | |
| 2 | |
| |
| | | |
| | |
Common stock to be issued, 303,125 shares | |
| 245 | | |
| 245 | |
Accumulated other comprehensive income | |
| 48 | | |
| - | |
Additional paid-in capital | |
| 207,950 | | |
| 121,160 | |
Accumulated deficit | |
| (104,222 | ) | |
| (76,562 | ) |
Total Stockholders' Equity | |
| 104,023 | | |
| 44,845 | |
| |
| | | |
| | |
Total Liabilities and Stockholders' Equity | |
$ | 105,653 | | |
$ | 46,507 | |
See accompanying notes.
LION BIOTECHNOLOGIES, INC.
Statements of Operations
(In thousands, except per share information)
| |
For the Years Ended December 31, | |
| |
2015 | | |
2014 | | |
2013 | |
| |
| | |
| | |
| |
Revenues | |
$ | - | | |
$ | - | | |
$ | - | |
| |
| | | |
| | | |
| | |
Costs and expenses | |
| | | |
| | | |
| | |
Research and development (including $2,248, $1,144 and $825 in share-based compensation costs) | |
| 15,470 | | |
| 3,849 | | |
| 2,154 | |
General and administrative (including $6,275, $2,670 and $1,925 in share-based compensation costs) | |
| 12,390 | | |
| 8,192 | | |
| 3,831 | |
Cost of Lion transaction | |
| - | | |
| - | | |
| 16,656 | |
Total costs and expenses | |
| 27,860 | | |
| 12,041 | | |
| 22,641 | |
| |
| | | |
| | | |
| | |
Loss from operations | |
| (27,860 | ) | |
| (12,041 | ) | |
| (22,641 | ) |
Other income (expense) | |
| | | |
| | | |
| | |
Interest income (expense) | |
| 200 | | |
| 6 | | |
| (445 | ) |
Cost to induce exchange transaction | |
| - | | |
| - | | |
| (2,296 | ) |
Total other income (expense) | |
| 200 | | |
| 6 | | |
| (2,741 | ) |
| |
| | | |
| | | |
| | |
Net Loss | |
| (27,660 | ) | |
| (12,035 | ) | |
| (25,382 | ) |
Deemed dividend related to beneficial conversion feature of convertible preferred stock | |
| - | | |
| - | | |
| (8,462 | ) |
| |
| | | |
| | | |
| | |
Net Loss Attributable to common Stockholders | |
$ | (27,660 | ) | |
$ | (12,035 | ) | |
$ | (33,844 | ) |
| |
| | | |
| | | |
| | |
Net Loss Per Share Attributable to common Stockholders, Basic and Diluted | |
$ | (0.62 | ) | |
$ | (0.48 | ) | |
$ | (3.47 | ) |
| |
| | | |
| | | |
| | |
Weighted-Average Common Shares Outstanding, Basic and Diluted | |
| 44,410,036 | | |
| 24,985,542 | | |
| 9,762,513 | |
See accompanying notes.
LION BIOTECHNOLOGIES, INC.
Condensed Statements of Comprehensive
Loss
(in thousands, except share information)
| |
For the Years Ended December 31, | |
| |
2015 | | |
2014 | | |
2013 | |
Net Loss | |
$ | (27,660 | ) | |
$ | (12,035 | ) | |
$ | (25,382 | ) |
Other comprehensive income: | |
| | | |
| | | |
| | |
Unrealized gain on short-term investments | |
| 48 | | |
| - | | |
| - | |
| |
| | | |
| | | |
| | |
Comprehensive Loss | |
$ | (27,612 | ) | |
$ | (12,035 | ) | |
$ | (25,382 | ) |
See accompanying notes.
LION BIOTECHNOLOGIES, INC.
Statements of Stockholders’ Equity
(In thousands, except
share information)
| |
| | |
| | |
| | |
Common | | |
Additional | | |
| | |
| | |
Total | |
| |
Preferred
Stock | | |
Common Stock | | |
Stock
to | | |
Paid-In | | |
Comprehensive | | |
Accumulated | | |
Stockholders’ | |
| |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Be
Issued | | |
Capital | | |
Income | | |
Deficit | | |
Equity | |
| |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
Balance - January 1, 2013 | |
| - | | |
$ | - | | |
| 818,806 | | |
$ | - | | |
| 245 | | |
$ | 19,119 | | |
$ | - | | |
$ | (30,683 | ) | |
$ | (11,319 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Common stock issued in settlement of notes payable
and accrued interest and penalty | |
| | | |
| | | |
| 9,267,641 | | |
| 1 | | |
| | | |
| 9,267 | | |
| | | |
| | | |
| 9,268 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Common stock issued for cash under the restructuring,
net of offering costs of $109 | |
| | | |
| | | |
| 1,350,000 | | |
| | | |
| | | |
| 1,239 | | |
| | | |
| | | |
| 1,239 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Common stock issued to induce exchange transaction | |
| | | |
| | | |
| 2,295,868 | | |
| | | |
| | | |
| 2,296 | | |
| | | |
| | | |
| 2,296 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Fair value of vested stock options and warrants | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 747 | | |
| | | |
| | | |
| 747 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Common stock Issued for Lion transactions | |
| | | |
| | | |
| 2,690,000 | | |
| | | |
| | | |
| 16,656 | | |
| | | |
| | | |
| 16,656 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Common stock issued for services | |
| | | |
| | | |
| 50,000 | | |
| | | |
| | | |
| 274 | | |
| | | |
| | | |
| 274 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Common stock issued to directors | |
| | | |
| | | |
| 400,596 | | |
| | | |
| | | |
| 2003 | | |
| | | |
| | | |
| 2,003 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Common stock sold in private placement | |
| | | |
| | | |
| 3,145,300 | | |
| | | |
| | | |
| 5,887 | | |
| | | |
| | | |
| 5,887 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Preferred stock sold in private placement | |
| 17,000 | | |
| | | |
| | | |
| | | |
| | | |
| 15,909 | | |
| | | |
| | | |
| 15,909 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Common stock issued for settlement of payable | |
| | | |
| | | |
| 5,747 | | |
| | | |
| | | |
| 25 | | |
| | | |
| | | |
| 25 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Deemed dividend on beneficial conversion feature
of preferred stock | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 8,462 | | |
| | | |
| (8,462 | ) | |
| - | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Net loss | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (25,382 | ) | |
| (25,382 | ) |
Balance - December 31, 2013 | |
| 17,000 | | |
| - | | |
| 20,023,958 | | |
| 1 | | |
| 245 | | |
| 81,884 | | |
| - | | |
| (64,527 | ) | |
| 17,603 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Fair value of vested stock options | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 2,559 | | |
| | | |
| | | |
| 2,559 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Common stock issued upon exercise of warrants | |
| | | |
| | | |
| 1,288,730 | | |
| | | |
| | | |
| 3,222 | | |
| | | |
| | | |
| 3,222 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Common stock issued upon conversion of preferred
shares | |
| (11,306 | ) | |
| | | |
| 5,653,000 | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| - | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Common stock issued for services | |
| | | |
| | | |
| 784,500 | | |
| | | |
| | | |
| 1,255 | | |
| | | |
| | | |
| 1,255 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Common stock sold in private placement | |
| | | |
| | | |
| 6,000,000 | | |
| 1 | | |
| | | |
| 32,240 | | |
| | | |
| | | |
| 32,241 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Net loss | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (12,035 | ) | |
| (12,035 | ) |
Balance - December 31, 2014 | |
| 5,694 | | |
| - | | |
| 33,750,188 | | |
| 2 | | |
| 245 | | |
| 121,160 | | |
| - | | |
| (76,562 | ) | |
| 44,845 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Fair value of vested stock options | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 6,752 | | |
| | | |
| | | |
| 6,752 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Common stock issued upon exercise of warrants,
net of cancellation | |
| | | |
| | | |
| 3,880,210 | | |
| | | |
| | | |
| 9,705 | | |
| | | |
| | | |
| 9,705 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Common stock issued upon exercise of options | |
| | | |
| | | |
| 42,387 | | |
| | | |
| | | |
| 255 | | |
| | | |
| | | |
| 255 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Common stock issued upon conversion of preferred
shares | |
| (4,000 | ) | |
| | | |
| 2,000,000 | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| - | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Common stock sold in public offering, net of
offering costs | |
| | | |
| | | |
| 9,200,000 | | |
| | | |
| | | |
| 68,307 | | |
| | | |
| | | |
| 68,307 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Common stock issued for services | |
| | | |
| | | |
| 15,000 | | |
| | | |
| | | |
| 1,771 | | |
| | | |
| | | |
| 1,771 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Forfeiture and cancellation of restricted shares
issued for services | |
| | | |
| | | |
| (340,065 | ) | |
| | | |
| | | |
| | | |
| | | |
| | | |
| - | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Unrealized gain on short- term investments | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 48 | | |
| | | |
| 48 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Net loss | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (27,660 | ) | |
| (27,660 | ) |
Balance - December 31, 2015 | |
| 1,694 | | |
$ | - | | |
| 48,547,720 | | |
$ | 2 | | |
| 245 | | |
$ | 207,950 | | |
$ | 48 | | |
$ | (104,222 | ) | |
$ | 104,023 | |
See accompanying notes.
LION BIOTECHNOLOGIES, INC.
Statements of Cash Flows
(In thousands)
| |
For the Years Ended December 31, | |
| |
2015 | | |
2014 | | |
2013 | |
Cash Flows From Operating Activities | |
| | | |
| | | |
| | |
Net loss | |
$ | (27,660 | ) | |
$ | (12,035 | ) | |
$ | (25,382 | ) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
| | | |
| | | |
| | |
Depreciation and amortization | |
| 999 | | |
| 88 | | |
| 7 | |
Fair value of vested stock options | |
| 6,752 | | |
| 2,559 | | |
| 747 | |
Common stock issued for services | |
| 1,771 | | |
| 1,255 | | |
| 274 | |
Common stock issued to induce exchange transaction | |
| - | | |
| - | | |
| 2,296 | |
Common stock issued for Lion transaction | |
| - | | |
| - | | |
| 16,656 | |
Common stock issued to directors | |
| - | | |
| - | | |
| 2,003 | |
Changes in assets and liabilities: | |
| | | |
| | | |
| | |
Prepaid expenses and other current assets | |
| (211 | ) | |
| 108 | | |
| (164 | ) |
Accounts payable and accrued expenses | |
| (32 | ) | |
| (608 | ) | |
| (98 | ) |
Net cash used in operating activities | |
| (18,381 | ) | |
| (8,633 | ) | |
| (3,661 | ) |
| |
| | | |
| | | |
| | |
Cash Flows From Investing Activities | |
| | | |
| | | |
| | |
Increase in money market funds | |
| (19,945 | ) | |
| - | | |
| - | |
Purchase of short- term investments | |
| (140,665 | ) | |
| - | | |
| - | |
Maturities of short- term investments | |
| 70,600 | | |
| - | | |
| - | |
Purchases of property and computer equipment | |
| (1,143 | ) | |
| (1,592 | ) | |
| (13 | ) |
Net cash used in investing activities | |
| (91,153 | ) | |
| (1,592 | ) | |
| (13 | ) |
| |
| | | |
| | | |
| | |
Cash Flows From Financing Activities | |
| | | |
| | | |
| | |
Proceeds from the issuance of common stock upon exercise of warrants | |
| 9,705 | | |
| 3,222 | | |
| - | |
Proceeds from the issuance of common stock upon exercise of options | |
| 255 | | |
| - | | |
| - | |
Proceeds from the issuance of common stock, net | |
| 68,307 | | |
| 32,240 | | |
| 7,126 | |
Proceeds from the issuance of convertible notes, net | |
| - | | |
| - | | |
| 311 | |
Proceeds from the issuance of preferred stock, net | |
| - | | |
| - | | |
| 15,909 | |
Net cash provided by financing activities | |
| 78,267 | | |
| 35,462 | | |
| 23,346 | |
Net (decrease) increase in cash and cash equivalents | |
| (31,267 | ) | |
| 25,237 | | |
| 19,672 | |
Cash and cash equivalents, beginning of period | |
| 44,909 | | |
| 19,672 | | |
| - | |
Cash and cash equivalents, end of period | |
$ | 13,642 | | |
$ | 44,909 | | |
$ | 19,672 | |
| |
| | | |
| | | |
| | |
Supplemental Disclosures of Cash Flow Information: | |
| | | |
| | | |
| | |
Unrealized gain on short-term investments | |
$ | 48 | | |
$ | - | | |
$ | - | |
Common stock issued upon conversion of convertible notes | |
$ | - | | |
$ | - | | |
$ | 6,793 | |
Common stock issued upon conversion of accrued interest and penalty | |
$ | - | | |
$ | - | | |
$ | 2,475 | |
See accompanying notes.
LION
BIOTECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1. GENERAL ORGANIZATION AND BUSINESS
Lion Biotechnologies, Inc. (the “Company,”
“we,” “us” or “our”) is a biotechnology company focused on developing and commercializing
adoptive cell therapy (ACT) using autologous tumor infiltrating lymphocytes (TIL) for the treatment of metastatic melanoma and
other solid cancers. ACT utilizes T-cells harvested from a patient to treat cancer in that patient. TIL, a kind of anti-tumor
T-cells that are naturally present in a patient’s tumors, are collected from individual patient tumor samples. The TIL are
then activated and expanded ex vivo and then infused back into the patient to fight their tumor cells. The Company was originally
incorporated under the laws of the state of Nevada on September 17, 2007. Until March 2010, we were an inactive company known
as Freight Management Corp. On March 15, 2010, we changed our name to Genesis Biopharma, Inc., and in 2011 we commenced our current
business. On September 26, 2013, we amended and restated our Articles of Incorporation to, among other things, change our name
to Lion Biotechnologies, Inc., effect a 1-for-100 reverse stock split (pro-rata reduction of outstanding shares) of our common
stock, increase (after the reverse stock split) the number of our authorized number of shares of common stock to 150,000 shares,
and authorize the issuance of 50,000,000 shares of “blank check” preferred stock, $0.001 par value per share. All
references herein to the number of shares issued or outstanding, and all per share and other similar data, reflect a 1-for-100
reverse stock split effected on September 26, 2013.
Liquidity
We are currently engaged in the development
of therapeutics to fight cancer, we do not have any commercial products and have not yet generated any revenues from our biopharmaceutical
business. We currently do not anticipate that we will generate any revenues during 2016 from the sale or licensing of any products.
As shown in the accompanying financial statements, we have incurred a net loss of $27.7 million for the year ended December 31,
2015 and used $18.4 million of cash in our operating activities during the year ended December 31, 2015. As of December 31, 2015,
we had $103.7 million of cash and cash equivalents, money market funds, and short-term investments on hand, stockholders’
equity of $104.0 million and had working capital of $102.3 million.
During 2016, we expect to further ramp
up our clinical operations which will increase the amount of cash we will use in our operations. Our budget for 2016 includes
increased spending on Phase II clinical trials, research and development activities, higher payroll expenses as we increase our
professional and scientific staff, as well as ongoing payments under our Cooperative Research and Development Agreement (CRADA)
with the National Cancer Institute (NCI). Based on the funds we had available on December 31, 2015, we believe that we have sufficient
capital to fund our anticipated operating expenses for at least 12 months.
In March 2015, the Company sold 9,200,000
shares of its common stock in an underwritten public offering at $8.00 per share for net proceeds of $68.3 million, after deducting
expenses of the offering. In December 2014, the Company sold 6,000,000 shares of its common stock in an underwritten public offering
at $5.75 per share for net proceeds of $32.2 million after deducting expenses of the offering. In November 2013, we completed
a $23.3 million private placement of our securities to various institutional and individual accredited investors. Despite the
amount of funds that we have raised, the estimated cost of completing the development of our TIL-based therapy, and of obtaining
all required regulatory approvals to market those product candidates, may be substantially greater than the amount of funds we
have available. Therefore, while we believe that our existing cash balances will be sufficient to fund our currently planned level
of operations for at least 12 months, we will have to obtain additional funds in the future to complete our development plans.
We intend to seek this additional funding through various financing sources, including possible sales of our securities, and in
the longer term through strategic alliances with other pharmaceutical or biopharmaceutical companies.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES
Cash and Cash Equivalents
The Company considers all highly liquid
investments with an original maturity of 90 days or less when purchased to be cash equivalents. The carrying amounts reported
in the Balance Sheets for cash and cash equivalents are valued at cost, which approximates their fair value.
LION
BIOTECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS
Short-term Investments
The Company’s short-term investments
represent available for sale securities and are recorded at fair value and unrealized gains and losses are recorded within accumulated
other comprehensive income (loss). The estimated fair value of the available for sale securities is determined based on quoted
market prices or rates for similar instruments. In addition, the cost of debt securities in this category is adjusted for amortization
of premium and accretion of discount to maturity. The Company evaluates securities with unrealized losses to determine whether
such losses, if any, are other than temporary.
Property and Equipment
Property and equipment are stated at cost,
net of accumulated depreciation and amortization. The cost of property and equipment is depreciated or amortized on the straight-line
method over the following estimated useful lives:
Computer equipment |
2 years |
Office furniture and equipment |
5 years |
Lab equipment |
2 years |
Leasehold improvements |
5 years |
Leasehold improvements are amortized using
the straight-line method over the shorter of the estimated useful life of the asset or the lease term. Expenditures for maintenance
and repairs are charged to operations as incurred while renewals and betterments are capitalized. Gains and losses on disposals
are included in the consolidated statements of operations.
Management assesses the carrying
value of property and equipment whenever events or changes in circumstances indicate that the carrying value may not be
recoverable. If there is indication of impairment, management prepares an estimate of future cash flows expected to result
from the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset,
an impairment loss is recognized to write down the asset to its estimated fair value. For the years ended December 31, 2015
2014 and 2013, the Company did not recognize any impairments for its property and equipment.
Loss per Share
Basic earnings (loss) per share is computed
by dividing the net income (loss) applicable to common stockholders by the weighted average number of shares of common stock outstanding
during the period. Shares of restricted stock are included in the basic weighted average number of common shares outstanding from
the time they vest. Diluted earnings (loss) per share is computed by dividing the net income (loss) applicable to common stockholders
by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding
if all dilutive potential common shares had been issued. Shares of restricted stock are included in the diluted weighted average
number of common shares outstanding from the date they are granted unless they are antidilutive. For the years ended December
31, 2015, 2014, and 2013, the calculations of basic and diluted loss per share are the same because inclusion of potential dilutive
securities in the computation would have an anti-dilutive effect due to the net losses.
At December 31, 2015, 2014 and 2013, the
dilutive impact of outstanding stock options for 2,693,237, 1,857,877, and 278,750 shares, respectively; outstanding warrants
for 7,202,216, 11,084,426, and 12,373,156 shares, respectively; and preferred stock that can convert into 847,000, 2,847,000,
and -0- shares of our common stock, respectively, have been excluded because their impact on the loss per share is anti-dilutive.
Fair Value Measurements
Under FASB ASC 820, Fair Value Measurements
and Disclosures, fair value is defined as the price at which an asset could be exchanged or a liability transferred in a transaction
between knowledgeable, willing parties in the principal or most advantageous market for the asset or liability. Where available,
fair value is based on observable market prices or parameters or derived from such prices or parameters. Where observable prices
or parameters are not available, valuation models are applied.
LION
BIOTECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS
Assets and liabilities recorded at fair
value in our financial statements are categorized based upon the level of judgment associated with the inputs used to measure
their fair value. Hierarchical levels directly related to the amount of subjectivity associated with the inputs to fair valuation
of these assets and liabilities, are as follows:
Level 1—Inputs are
unadjusted, quoted prices in active markets for identical assets at the reporting date. Active markets are those in which transactions
for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.
The fair valued assets we hold
that are generally included under this Level 1 are money market securities where fair value is based on publicly quoted prices.
Level 2—Are inputs,
other than quoted prices included in Level 1, that are either directly or indirectly observable for the asset or liability
through correlation with market data at the reporting date and for the duration of the instrument’s anticipated life.
The fair valued assets we hold
that are generally assessed under Level 2 are corporate bonds and commercial paper. We utilize third party pricing services
in developing fair value measurements where fair value is based on valuation methodologies such as models using observable market
inputs, including benchmark yields, reported trades, broker/dealer quotes, bids, offers and other reference data. We use quotes
from external pricing service providers and other on-line quotation systems to verify the fair value of investments provided by
our third party pricing service providers. We review independent auditor’s reports from our third party pricing service
providers particularly regarding the controls over pricing and valuation of financial instruments and ensure that our internal
controls address certain control deficiencies, if any, and complementary user entity controls are in place.
Level 3—Unobservable
inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities
and which reflect management’s best estimate of what market participants would use in pricing the asset or liability at
the reporting date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs
to the model.
We do not have fair valued
assets classified under Level 3.
The Company believes the carrying amount of its financial instruments (consisting of cash and cash equivalents, and accounts payable and accrued expenses) approximates fair value due to the short-term nature of such instruments.
Fair Value on a Recurring Basis
Financial assets measured at fair value on a recurring basis
are categorized in the tables below based upon the lowest level of significant input to the valuations (in thousands):
| |
Assets at Fair Value as of December 31, 2015 | |
| |
Level 1 | | |
Level 2 | | |
Level 3 | | |
Total | |
Money market funds | |
$ | 19,945 | | |
$ | | | |
$ | - | | |
$ | 19,945 | |
Corporate debt securities | |
| | | |
| 70,113 | | |
| - | | |
| 70,113 | |
Total | |
$ | 19,945 | | |
$ | 70,113 | | |
$ | - | | |
$ | 90,058 | |
LION
BIOTECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS
Use of Estimates
The preparation of financial statements
in conformity with accounting principles generally accepted in the United States of America requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results
could differ from those estimates. Significant estimates include accounting for potential liabilities and the assumptions made
in valuing stock instruments issued for services.
Stock-Based Compensation
The Company periodically grants stock
options and warrants to employees and non-employees in non-capital raising transactions as compensation for services rendered.
The Company accounts for stock option grants to employees based on the authoritative guidance provided by the Financial Accounting
Standards Board where the value of the award is measured on the date of grant and recognized over the vesting period. The Company
accounts for stock option grants to non-employees in accordance with the authoritative guidance of the Financial Accounting Standards
Board where the value of the stock compensation is determined based upon the measurement date at either a) the date at which a
performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete.
Non-employee stock-based compensation charges generally are amortized over the vesting period on a straight-line basis. In certain
circumstances where there are no future performance requirements by the non-employee, option grants are immediately vested and
the total stock-based compensation charge is recorded in the period of the measurement date.
The fair value of the Company's common
stock option grants is estimated using a Black-Scholes option pricing model, which uses certain assumptions related to risk-free
interest rates, expected volatility, expected life of the common stock options, and future dividends. Compensation expense is
recorded based upon the value derived from the Black-Scholes option pricing model, and based on actual experience. The assumptions
used in the Black-Scholes option pricing model could materially affect compensation expense recorded in future periods.
The Company issues restricted shares of
its common stock for share-based compensation programs. The Company measures the compensation cost with respect to restricted
shares to employees based upon the estimated fair value of the equity instruments at the date of the grant, and is recognized
as expense over the period which an employee is required to provide services in exchange for the award.
Total stock-based compensation expense related to all of our
stock-based awards was as follows (in thousands):
| |
For the Years Ended December 31, | |
| |
2015 | | |
2014 | | |
2013 | |
Research and development | |
$ | 2,248 | | |
$ | 1,144 | | |
$ | 825 | |
General and administrative | |
| 6,275 | | |
| 2,670 | | |
| 1,925 | |
Total stock-based compensation expense | |
$ | 8,523 | | |
$ | 3,814 | | |
$ | 2,750 | |
Research and Development
Research and development costs consist
primarily of compensation paid to employees engaged in research and development activities, fees paid to consultants and outside
service providers, patent fees and costs, and other expenses relating to the acquisition, design, development and testing of the
Company's treatments and product candidates. Research and development costs are expensed as incurred, or if applicable, over the
life of the underlying contracts on the straight-line basis, unless the achievement of milestones, the completion of contracted
work, or other information indicates that a different expensing schedule is more appropriate. The Company reviews the status of
its research and development contracts on a quarterly basis.
LION
BIOTECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS
Income taxes
The Company accounts for income taxes
using the asset and liability method whereby deferred tax assets are recognized for deductible temporary differences, and deferred
tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported
amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion
of management, it is more likely than not that some portion or all of the deferred tax assets will be realized. Deferred tax assets
and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
Concentrations
Financial instruments, which potentially
subject the Company to concentrations of credit risk, consist principally of cash.
The Company maintains cash balances at
one bank. At times, the amount on deposit exceeds the federally insured limits. Management believes that the financial institution
that holds the Company’s cash is financially sound and, accordingly, minimal credit risk exists. As of December 31, 2015
and 2014, the Company’s cash balances were in excess of insured limits maintained at the bank.
Recent Accounting Pronouncements
In February 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-02, Leases. ASU 2016-02 requires
a lessee to record a right of use asset and a corresponding lease liability on the balance sheet for all leases with terms longer
than 12 months. ASU 2016-02 is effective for all interim and annual reporting periods beginning after December 15, 2018. Early
adoption is permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing
at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain
practical expedients available. The Company is in the process of evaluating the impact of ASU 2016-02 on the Company’s financial
statements and disclosures.
In January 2016, the Financial Accounting
Standards Board ("FASB") issued Accounting Standards Update (“ASU”) No. 2016-01, Recognition and Measurement
of Financial Assets and Financial Liabilities. The new guidance will impact the accounting for equity investments, financial
liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. All equity
investments in unconsolidated entities (other than those accounted for under the equity method of accounting) will generally be
measured at fair value with changes in fair value recognized through earnings. There will no longer be an available-for-sale classification
for equity securities with readily determinable fair values in which changes in fair value are currently reported in other comprehensive
income. In addition, the FASB clarified the need for a valuation allowance on deferred tax assets resulting from unrealized losses
on available-for-sale debt securities. In general, the new guidance will require modified retrospective application to all outstanding
instruments, with a cumulative effect adjustment recorded to opening retained earnings. This guidance will be effective for fiscal
years beginning after December 15, 2017, including interim periods within those fiscal years. We are currently evaluating the
expected impact that the standard could have on our financial statements and related disclosures.
In November 2015, the FASB issued Accounting
Standards Update No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes. The update
simplifies the presentation of deferred income taxes by requiring that deferred tax liabilities and assets be classified as noncurrent
in the balance sheet. The update is effective for public companies for annual reporting periods beginning after December 15, 2016,
and interim periods within those fiscal years. The guidance may be adopted prospectively or retrospectively and early adoption
is permitted. As of December 31, 2015, the Company has elected to early adopt this ASU on a prospective basis and therefore, prior
years were not retrospectively adjusted.
In June 2014, the FASB issued Accounting
Standards Update No. 2014-12, Compensation – Stock Compensation (Topic 718). The pronouncement was issued to clarify
the accounting for share-based payments when the terms of an award provide that a performance target could be achieved after the
requisite service period. The pronouncement is effective for reporting periods beginning after December 15, 2015. The adoption
of ASU 2014-12 will not have a significant impact on the Company’s financial position or results of operations.
LION
BIOTECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS
In May 2014, the FASB issued Accounting
Standards Update No. 2014-09, Revenue from Contracts with Customers. ASU 2014-09 is a comprehensive revenue recognition
standard that will supersede nearly all existing revenue recognition guidance under current U.S. GAAP and replace it with a principle
based approach for determining revenue recognition. ASU 2014-09 will require that companies recognize revenue based on the value
of transferred goods or services as they occur in the contract. The ASU also will require 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 is effective for interim
and annual periods beginning after December 15, 2017. Early adoption is permitted in annual reporting periods beginning after
December 15, 2016, and the interim periods within that year, and either full retrospective adoption or modified retrospective
adoption is permitted. The Company is in the process of evaluating the impact of ASU 2014-09 on the Company’s financial
statements and disclosures.
Other recent accounting pronouncements
issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the
Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present
or future consolidated financial statements.
Reclassifications
In presenting the Company’s statement
of operations for the years ended December 31, 2014 and 2013, the Company has reclassified $1.1 million and $0.8 million, respectively,
of stock-based compensation that was previously reflected as general and administrative expenses to research and development expenses.
The reclassification relates to stock-based compensation attributable to individuals working in the Company’s research and
development activities, and had no impact on total costs and expenses, or on net loss.
NOTE 3. CASH, MONEY MARKET FUNDS, AND SHORT-TERM INVESTMENTS
Cash, money market funds, and short-term investments consist
of the following (in thousands):
| |
December 31, | |
| |
2015 | | |
2014 | |
Checking and savings accounts (reported as cash and cash equivalents) | |
$ | 13,642 | | |
$ | 44,909 | |
Money market funds | |
| 19,945 | | |
| - | |
Corporate debt securities (reported as short-term investments) | |
| 70,113 | | |
| - | |
| |
$ | 103,700 | | |
$ | 44,909 | |
Money market funds and short-term investments include the following
securities with gross unrealized gains and losses (in thousands):
| |
| | |
Gross | | |
Gross | | |
| |
| |
Amortized | | |
Unrealized | | |
Unrealized | | |
| |
December 31, 2015 | |
Cost | | |
Gains | | |
Losses | | |
Fair Value | |
Money market funds | |
$ | 19,945 | | |
$ | - | | |
$ | - | | |
$ | 19,945 | |
Corporate debt securities | |
| 70,065 | | |
| 48 | | |
| - | | |
| 70,113 | |
| |
| | | |
| | | |
| | | |
| | |
Total | |
$ | 90,010 | | |
$ | 48 | | |
$ | - | | |
$ | 90,058 | |
LION
BIOTECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS
As of December 31, 2015, the contractual maturities of our
money market funds and short-term investments were (in thousands):
| |
Within One | |
| |
Year | |
Money market funds | |
$ | 19,945 | |
Corporate debt securities | |
| 70,113 | |
| |
$ | 90,058 | |
At December 31, 2015, the Company’s short-term investments
were invested in short-term fixed income debt securities and notes of domestic and foreign high credit issuers and in money market
funds. The Company’s investment policy limits investments to certain types of instruments such as certificates of
deposit, money market instruments, obligations issued by the U.S. government and U.S. government agencies as well as corporate
debt securities, and places restrictions on maturities and concentration by type and issuer. At December 31, 2015, the Company’s
short-term investments totaled $70.1 million, of which 43% were invested in notes of five companies, 37% were invested in notes
of other domestic issuers, and 20% were invested in notes of foreign issuers. The average maturity of these notes was 66
days. At December 31, 2015 the Company’s money-market funds totaled $19.9 million and were invested in a single, no-load
money market fund.
NOTE 4. PROPERTY AND EQUIPMENT
Property and equipment consisted of the
following (in thousands):
| |
December 31, | |
| |
2015 | | |
2014 | |
Lab equipment | |
$ | 1,703 | | |
$ | 689 | |
Computer equipment | |
| 85 | | |
| 72 | |
Office furniture and equipment | |
| 138 | | |
| 113 | |
Leasehold improvements | |
| 853 | | |
| 762 | |
Total Property and equipment, cost | |
| 2,779 | | |
| 1,636 | |
Less: Accumulated depreciation and amortization | |
| (1,103 | ) | |
| (104 | ) |
Property and equipment, net | |
$ | 1,676 | | |
$ | 1,532 | |
Depreciation expense for the years ended December 31, 2015, 2014 and 2013 was $999, $88 and $7, respectively.
NOTE 5. STOCKHOLDERS’ EQUITY
On March 3, 2015, the Company completed
an underwritten public offering of 9,200,000 shares of its common stock at a price of $8.00 per share of common stock. The net
proceeds to the Company from the offering were $68.3 million, after deducting underwriting discounts and commissions and offering
expenses. The offering was made pursuant to the Company’s existing shelf registration statement on Form S-3, including a
base prospectus, which was filed with the SEC on November 20, 2014 and declared effective on December 10, 2014, a preliminary
prospectus supplement thereunder, and a registration statement on Form S-3 filed with the SEC on February 26, 2015.
On May 6, 2015, certain stockholders of
the Company, including certain members of Board of Directors of the Company and their affiliates, sold 4,750,000 shares of the
Company’s common stock in an underwritten secondary offering at a price of $10.00 per share. The Company did not sell any
shares in the offering and did not receive any of the proceeds from the offering.
On December 22, 2014 the Company completed
an underwritten public offering of 6,000,000 shares of our common stock at a price of $5.75 per share. The net proceeds to us
from the offering were $32.2 million, after deducting underwriting discounts and commissions and offering expenses payable by
us. The offering was made pursuant to a shelf registration statement on Form S-3, which was filed with the SEC on November 20,
2014 and declared effective on December 10, 2014, and a prospectus supplement thereunder.
LION
BIOTECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS
During 2015 and 2014, the Company granted
15,000 and 782,500 shares, respectively, of its restricted common stock to certain of its employees in accordance with the terms
of their employment agreements. The total of 797,500 shares vest over a period of three years. As these shares were granted to
employees, the Company calculated the aggregate fair value of the 797,500 shares to be $4.3 million based on the trading prices
of the Company’s stock at their grant dates. The allocable portion of the fair value of the stock that vested during the
years ended December 31, 2015 and 2014 totaled $1.7 million and $1.3 million, respectively, and is recognized as expense in the
accompanying statements of operations. As of December 31, 2015, the amount of unvested compensation related to the unvested outstanding
shares of restricted common stock was $1.3 million, which will be recorded as expense in over a weighted average life of 2.25
years as the shares vest.
During 2015, certain employees authorized the Company to cancel
148,565 vested shares to satisfy withholding requirements related to such vesting. The cancellation is recorded as a reduction
to shares outstanding. Additionally, shares of restricted stock granted above are subject to forfeiture to the Company or
other restrictions that will lapse in accordance with a vesting schedule determined by our Board.
The following table summarizes restricted common stock activity:
| |
| | |
Weighted | |
| |
| | |
Average | |
| |
Number of | | |
Grant Date | |
| |
Shares | | |
Fair Value | |
Non-vested shares, January 1, 2014 | |
| - | | |
$ | - | |
Granted | |
| 782,500 | | |
| 7.04 | |
Vested | |
| - | | |
| - | |
Forfeited | |
| - | | |
| - | |
Non-vested shares, December 31, 2014 | |
| 782,500 | | |
| 7.04 | |
Granted | |
| 15,000 | | |
| 8.44 | |
Vested | |
| (284,748 | ) | |
| 4.31 | |
Forfeited | |
| (191,500 | ) | |
| 6.81 | |
Non-vested shares, December 31, 2015 | |
| 321,252 | | |
$ | 6.96 | |
In May 2013, the Company completed a transaction
in which it cancelled certain debt and sold shares of common stock. As part of the transaction, certain investors purchasing common
stock received as an inducement of 2,173,134 shares of common stock with a fair value of $2.1 million for no consideration. In
addition, certain creditors received 122,734 shares of common stock valued at $0.1 million to cancel warrants to acquire 122,734
shares of common stock. The aggregate fair value of $2.2 million is reflected as cost to induce exchange transaction in the accompanying
statement of operations for the year ended December 31, 2013.
In July 2013, the Company issued 1,340,000
shares of common stock with a fair value of $6.7 million to the two owners of Lion Biotechnologies, then a privately owned
Delaware corporation, for all of their issued and outstanding shares of common stock. In the fourth quarter of 2013, the Company
issued an additional 1,350,000 shares of common stock with a fair value of $9.9 million to the two owners. The aggregate fair
value of all shares issued in the transaction was $16.6 million and is reflected as cost of Lion transaction in the accompanying
statement of operations for the year ended December 31, 2013.
Series A Convertible Preferred Stock
A total of 17,000 shares of Series A Convertible
Preferred Stock have been authorized for issuance under the Certificate of Designation of Preferences and Rights of Series A Convertible
Preferred Stock. The shares of Series A Preferred Stock have a stated value of $1,000 per share and are initially convertible
into shares of common stock at a price of $2.00 per share, subject to adjustment.
LION
BIOTECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS
The Series A Preferred Stock may, at the
option of the investor, be converted into fully paid and non-assessable shares of common stock. The holders of shares of Series
A Preferred Stock shall not have the right to vote on matters that come before stockholders. In the event of any dissolution or
winding up of the Company, proceeds shall be paid pari passu among the holders of the shares of common stock and preferred stock,
pro rata based on the number of shares held by each holder. The Company may not declare, pay or set aside any dividends on shares
of capital stock of the Company (other than dividends on shares of common stock payable in shares of common stock) unless the
holders of the Series A Preferred Stock shall first receive an equal dividend on each outstanding share of Series A Preferred
Stock.
During the years ended December 31, 2015
and 2014, 4,000 shares and 11,306 shares, respectively, of Series A Convertible Preferred Stock were converted into 2,000,000
and 5,653,000 shares of common stock, respectively. The common shares issued were determined on a formula basis of 500 common
shares for each share of Series A Convertible Preferred Stock converted.
NOTE 6. STOCK OPTIONS
AND WARRANTS
Stock Options
A summary of the status of stock options
at December 31, 2015, and the changes during the year ended, is presented in the following table:
| |
Shares Under Option | | |
Weighted Average Exercise Price | | |
Weighted Average Remaining Contractual Life | | |
Aggregate Intrinsic Value (in thousands) | |
Outstanding at January 1, 2013 | |
| 93,750 | | |
$ | 109.00 | | |
| 8.5 | | |
$ | 217 | |
Granted | |
| 225,000 | | |
| 104.00 | | |
| | | |
| | |
Exercised | |
| - | | |
| | | |
| | | |
| | |
Expired/Forfeited | |
| (40,000 | ) | |
| 92.00 | | |
| | | |
| | |
Outstanding at December 31, 2013 | |
| 278,750 | | |
| 23.10 | | |
| 9.1 | | |
| 1,176 | |
Granted | |
| 1,604,127 | | |
| 6.58 | | |
| | | |
| | |
Exercised | |
| - | | |
| - | | |
| | | |
| | |
Expired/Forfeited | |
| (25,000 | ) | |
| 125.00 | | |
| | | |
| | |
Outstanding at December 31, 2014 | |
| 1,857,877 | | |
| 7.31 | | |
| 8.5 | | |
| 2,874 | |
Granted | |
| 1,171,984 | | |
| 8.12 | | |
| | | |
| | |
Exercised | |
| (42,387 | ) | |
| - | | |
| | | |
| | |
Expired/Forfeited | |
| (294,237 | ) | |
| 2.88 | | |
| | | |
| | |
Outstanding at December 31, 2015 | |
| 2,693,237 | | |
$ | 8.12 | | |
| 8.02 | | |
$ | 2,347 | |
Exercisable at December 31, 2015 | |
| 1,099,043 | | |
$ | 8.38 | | |
| 6.93 | | |
$ | 1,487 | |
During the year ended December 31, 2015,
the Company granted options to purchase 1,171,984 shares of common stock to employees and directors of the Company. The stock
options generally vest between one and three years. The fair value of these options was determined to be $10.1 million using the
Black-Scholes option pricing model based on the following assumptions: (i) volatility rate ranging from 207% to 218%, (ii) discount
rate of 1.57%, (iii) zero expected dividend yield, and (iv)expected life of 6 years.
During the years ended December 31, 2015,
2014, and 2013, the Company recorded compensation costs of $6.7 million, $2.6 million, and $0.7 million, respectively, relating
to the vesting of stock options. As of December 31, 2015, the aggregate value of unvested options was $11.1 million, which will
continue to be amortized as compensation cost as the options vest over terms ranging from nine months to three years, as applicable.
LION
BIOTECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS
On September 19, 2014, the Company’s
Board of Directors adopted the Lion Biotechnologies, Inc. 2014 Equity Incentive Plan (the “2014 Plan”). The 2014 Plan
was approved by our stockholders at the annual meeting of stockholders held in November 2014. The 2014 Plan as approved by the
stockholders authorized the issuance up to an aggregate of 2,350,000 shares of common stock. On April 10, 2015 the Board amended
the 2014 Plan to increase the total number of shares that can be issued under the 2014 Plan by 1,650,000 from 2,350,000 shares
to 4,000,000 shares. The increase in shares available for issuance under the 2014 Plan was approved by stockholders on June 12,
2015.
Warrants
A summary of the status of stock warrants
at December 31, 2015, and the changes during the year then ended, is presented in the following table:
| |
| | |
| | |
Weighted | | |
| |
| |
| | |
Weighted | | |
Average | | |
Aggregate | |
| |
Shares | | |
Average | | |
Remaining | | |
Intrinsic | |
| |
Under | | |
Exercise | | |
Contractual | | |
Value | |
| |
Warrants | | |
Price | | |
Life | | |
(in thousands) | |
Outstanding at January 1, 2013 | |
| 108,734 | | |
$ | 123.00 | | |
| 3.5 | | |
$ | - | |
Issued | |
| 12,387,156 | | |
| 2.50 | | |
| | | |
| | |
Exercised | |
| - | | |
| - | | |
| | | |
| | |
Expired | |
| (122,734 | ) | |
| | | |
| | | |
| | |
Outstanding at December 31,2013 | |
| 12,373,156 | | |
| 2.51 | | |
| 4.1 | | |
$ | 31,056 | |
Issued | |
| - | | |
| | | |
| | | |
| | |
Exercised | |
| (1,288,730 | ) | |
| 2.50 | | |
| | | |
| | |
Expired | |
| - | | |
| | | |
| | | |
| | |
Outstanding at December 31, 2014 | |
| 11,084,426 | | |
| 2.51 | | |
| 3.9 | | |
| 59,518 | |
Issued | |
| - | | |
| - | | |
| | | |
| | |
Exercised | |
| (3,882,210 | ) | |
| 2.50 | | |
| | | |
| | |
Expired | |
| - | | |
| - | | |
| | | |
| | |
Outstanding and exercisable at December 31, 2015 | |
| 7,202,216 | | |
$ | 2.51 | | |
| 3.3 | | |
$ | 37,596 | |
During the year ended December 31, 2015,
the Company received $9.7 million in cash from the exercise of 3,882,210 warrants for the purchase of an equal number of shares
of its common stock.
NOTE 7. INCOME TAXES
The Company has no tax provision for any period presented due to our history of operating losses. As of December 31, 2015, the Company had state and federal net operating loss carry forwards of approximately $45 million that may be available to reduce future years' taxable income through 2035. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as management has determined that their realization is not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.
Significant components of the Company’s deferred income
tax assets are as follows as of (in thousands):
|
|
December 31, |
|
2015 |
|
|
2014 |
|
Deferred income tax asset: |
|
|
|
|
|
|
|
|
Net operating loss carry forward |
|
$ |
15,300 |
|
|
$ |
8,428 |
|
Valuation allowance |
|
|
(15,300 |
) |
|
|
(8,428 |
) |
Net deferred income tax asset |
|
$ |
- |
|
|
$ |
- |
|
LION
BIOTECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS
Reconciliation of the effective income tax rate
to the U.S. statutory rate is as follows:
| |
Year Ended | |
| |
December 31, | |
| |
2015 | | |
2014 | | |
2013 | |
Federal Statutory tax rate | |
| (34 | )% | |
| (34 | )% | |
| (34 | )% |
State tax, net of federal benefit | |
| (5 | )% | |
| (5 | )% | |
| (5 | )% |
| |
| (39 | )% | |
| (39 | )% | |
| (39 | )% |
Valuation allowance | |
| 39 | % | |
| 39 | % | |
| 39 | % |
Effective tax rate | |
| - | % | |
| - | % | |
| - | % |
The Company adopted accounting rules which
address the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the
financial statements. Under these rules, the Company may recognize the tax benefit from an uncertain tax position only if it is
more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical
merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the
largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. These accounting
rules also provide guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods
and requires increased disclosures. As of December 31, 2015, no liability for unrecognized tax benefits was required to be recorded.
NOTE 8. LICENSES AND COMMITMENTS
National Institutes of Health and the National Cancer
Institute
Cooperative Research and Development Agreement
Effective August 5, 2011, the Company
signed a Cooperative Research and Development Agreement (CRADA) with the National Institutes of Health and the National Cancer
Institute (NCI). Under the terms of the five-year cooperative research and development agreement, the Company will work with Dr.
Steven A. Rosenberg, M.D., Ph.D., chief of NCI’s Surgery Branch, to develop adoptive cell immunotherapies that are designed
to destroy metastatic melanoma cells using a patient’s tumor infiltrating lymphocytes.
On January 22, 2015, the Company executed
an amendment (the “Amendment”) to the CRADA to include four new indications. As amended, in addition to metastatic
melanoma, the CRADA now also includes the development of TIL therapy for the treatment of patients with bladder, lung, triple-negative
breast, and HPV-associated cancers. Under the Amendment, the NCI also has agreed to provide the Company with samples of all tumors
covered by the Amendment for performing studies related to improving TIL selection and/or TIL scale-out production and process
development. Although the CRADA has a five year term, either party to the CRADA has the right to terminate the CRADA upon 60 days’
notice to the other party.
Development and Manufacture TIL
Effective October 5, 2011, the Company
entered into a Patent License Agreement with the National Institutes of Health, an agency of the United States Public Health Service
within the Department of Health and Human Services (“NIH”), which License Agreement was subsequently amended on February
9, 2015 and October 2, 2015. Pursuant to the License Agreement as amended, NIH granted to the Company an exclusive worldwide right
and license to develop and manufacture certain proprietary autologous tumor infiltrating lymphocyte adoptive cell therapy products
for the treatment of metastatic melanoma, ovarian cancer, breast cancer, and colorectal cancer. The License Agreement requires
the Company to pay royalties based on a percentage of net sales (which percentage is in the mid-single digits and subject to certain
annual minimum royalty payments), a percentage of revenues from sublicensing arrangements, and lump sum benchmark royalty payments
on the achievement of certain clinical and regulatory milestones for each of the various indications and other direct costs incurred
by NIH pursuant to the agreement.
LION
BIOTECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS
Exclusive Patent License Agreement
On February 10, 2015, the Company entered
into an exclusive Patent License Agreement with the NIH under which the Company received an exclusive, world-wide license to the
NIH’s rights in and to two patent-pending technologies related to methods for improving tumor-infiltrating lymphocytes for
adoptive cell therapy. The licensed technologies relate to the more potent and efficient production of TIL from melanoma tumors
by selecting for T-cell populations that express various inhibitory receptors. Unless terminated sooner, the license shall remain
in effect until the last licensed patent right expires.
In consideration for the exclusive rights
granted under the exclusive Patent License Agreement, the Company agreed to pay the NIH a non-refundable upfront licensing fee
which was recognized as research and development expense during the year ended December 31, 2015. The Company also agreed to pay
customary royalties based on a percentage of net sales (which percentage is in the mid-single digits), a percentage of revenues
from sublicensing arrangements, and lump sum benchmark payments upon the successful completion of the Company’s first Phase
2 clinical study, the successful completion of the Company’s first Phase 3 clinical study, the receipt of the first FDA
approval or foreign equivalent for a licensed product or process resulting from the licensed technologies, the first commercial
sale of a licensed product or process in the United States, and the first commercial sale of a licensed product or process in
any foreign country. The Company will also be responsible for all costs associated with the preparation, filing, maintenance and
prosecution of the patent applications and patents covered by the License.
H. Lee Moffitt Cancer Center
Research Collaboration Agreement
In September 2014, the Company entered
into a research collaboration agreement with the H. Lee Moffitt Cancer Center and Research Institute, Inc. to jointly engage in
transitional research and development of adoptive tumor-infiltrating lymphocyte cell therapy with improved anti-tumor properties
and process.
Exclusive License Agreement
The Company entered into an Exclusive
License Agreement (the “Moffitt License Agreement”), effective as of June 28, 2014, with the H. Lee Moffitt Cancer
Center and Research Institute, Inc. (“Moffitt”) under which the Company received an exclusive, world-wide license
to Moffitt’s rights in and to two patent-pending technologies related to methods for improving tumor-infiltrating lymphocytes
for adoptive cell therapy. Unless earlier terminated, the term of the license extends until the earlier of the expiration of the
last patent related to the licensed technology or 20 years after the effective date of the license agreement.
Pursuant to the Moffitt License Agreement,
the Company paid an upfront licensing fee which was recognized as research and development expense during 2014. A patent issuance
fee will also be payable under the Moffitt License Agreement, upon the issuance of the first U.S. patent covering the subject
technology. In addition, the Company agreed to pay milestone license fees upon completion of specified milestones, customary royalties
based on a specified percentage of net sales (which percentage is in the low single digits) and sublicensing payments, as applicable,
and annual minimum royalties beginning with the first sale of products based on the licensed technologies, which minimum royalties
will be credited against the percentage royalty payments otherwise payable in that year. The Company will also be responsible
for all costs associated with the preparation, filing, maintenance and prosecution of the patent applications and patents covered
by the Moffitt License Agreement related to the treatment of any cancers in the United States, Europe and Japan and in other countries
selected that the Company and Moffitt agreed to.
During the year ended December 31, 2015
and 2014, the Company recognized $3.8 million and $1.4 million respectively, of expenses related to its license agreements. The
amounts were recorded as part of research and development expenses in the statement of operations. Additionally, during the years
ended December 31, 2015, 2014 and 2013, there were no net sales subject to certain annual minimum royalty payments or sales that
would require us to pay a percentage of revenues from sublicensing arrangements. In addition, there were no benchmarks or milestones
achieved that would require payment under the lump sum benchmark royalty payments on the achievement of certain clinical regulatory
milestones for each of the various indications.
Aggregate guaranteed commitments for 2016,
under all of the Company’s license and research agreements, are approximately $2.1 million.
LION
BIOTECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS
Tampa Lease
In July 2014, the Company entered into
a five-year non-cancellable operating lease with the University of South Florida Research Foundation for an approximately 5,200
square foot facility located in Tampa, Florida. The facility is part of the University of South Florida research park and is used
as the Company’s research and development facilities. The monthly base rent for this facility during the first year of the
lease was $10,443 and will increase by 3% annually. The Company has the option to extend the lease term of this facility for an
additional five-year period on the same terms and conditions, except that the base rent for the renewal term will be increased
in accordance with the applicable consumer price index.
The minimum lease payments are as
follows (in thousands):
Year | |
Amount | |
2016 | |
$ | 152 | |
2017 | |
| 157 | |
2018 | |
| 162 | |
2019 | |
| 167 | |
| |
$ | 638 | |
NOTE 9. QUARTERLY UNAUDITED RESULTS
The results of operations by quarter for
the years ended December 31, 2015 and 2014 are as follow:
| |
2015 | | |
2014 | |
| |
(in
thousands, except per share information) | |
| |
Q1 | | |
Q2 | | |
Q3 | | |
Q4 | | |
Q1 | | |
Q2 | | |
Q3 | | |
Q4 | |
Revenue | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | |
Net loss | |
$ | (5,298 | ) | |
$ | (6,367 | ) | |
$ | (7,635 | ) | |
$ | (8,360 | ) | |
$ | (2,260 | ) | |
$ | (2,110 | ) | |
$ | (3,014 | ) | |
$ | (4,651 | ) |
Net loss per share, basic and diluted | |
$ | (0.14 | ) | |
$ | (0.14 | ) | |
$ | (0.16 | ) | |
$ | (0.18 | ) | |
$ | (0.11 | ) | |
$ | (0.09 | ) | |
$ | (0.11 | ) | |
$ | (0.17 | ) |
Weighted average shares used in computing net loss per
share, basic and diluted | |
| 37,679 | | |
| 45,082 | | |
| 47,272 | | |
| 47,912 | | |
| 20,798 | | |
| 24,138 | | |
| 26,633 | | |
| 28,271 | |
NOTE 10. LEGAL PROCEEDINGS
On April 23, 2014, the Company received a
subpoena from the Securities Exchange Commission (the “SEC”) that stated that the staff of the SEC is conducting an
investigation In the Matter of Galena Biopharma, Inc. File No. HO 12356 (now known as “In the Matter of Certain
Stock Promotions”) and that the subpoena was issued to the Company as part of the foregoing investigation. The SEC’s
subpoena and accompanying letter did not indicate whether the Company is, or is not, under investigation. We have cooperated with
the SEC and have completed our production of documents in response to the subpoena. To date, the SEC has not requested any further
information from us. Nevertheless, the SEC may in the future require us to produce additional documents or other materials.
The subpoena required us to give the SEC certain documents
regarding, and communications between, anyone at this company and certain listed persons and entities (which include investor-relations
firms and persons associated with the investor-relations firms), and articles regarding this company posted on certain equity
research or other financial websites. We believe that the SEC is investigating improper conduct relative to the payment of bloggers and
other authors for promotional articles written about public companies. A number of articles have been written about us that may
be available on the internet and elsewhere. Investors considering an investment in our securities should review this Annual Report
and the other documents that we filed with the SEC rather than relying on internet blogs or other similar articles and publications.
Although we are unaware of the exact scope or timing of the
SEC’s investigation, it is our understanding that the investigation is ongoing. We do not know when the investigation will
be concluded or to what extent we will be further involved. If we receive additional subpoenas or other requests for documents
from the SEC it is our intention to fully cooperate with the SEC. Complying with any such future requests could distract the time
and attention of our officers and directors or divert our resources away from research and development programs. Furthermore,
we, and our former officers and directors, may be the subject of the SEC’s investigation. Any such investigation could result
in significant legal expenses, the diversion of management’s attention from our business, damage to our business and reputation,
and could subject us to a wide range of remedies, including an SEC enforcement action and potential financial penalties required
by the SEC.
There are no other pending legal proceedings
to which the Company is a party or of which its property is the subject.
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
We hereby consent to the incorporation
by reference in Registration Statements on From S-8 (File No. 333-205097) and on form S-3 (File Nos. 333-192649 and
333-203284) of Lion Biotechnologies, Inc. of our reports dated March 11, 2016, relating to the financial statements and
effectiveness of internal control over financial reporting, which appear in this Form 10-K.
/s/ Weinberg & Company, P.A.
Los Angeles, California
March 11, 2016
Exhibit 31.1
CERTIFICATION OF PERIODIC REPORT UNDER
SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
I, Elma Hawkins, certify that:
| 1. | I have reviewed this Annual Report on Form 10-K of Lion Biotechnologies,
Inc. |
| 2. | Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this report. |
| 3. | Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the
periods presented in this report. |
| 4. | The registrant's other certifying officer and I are responsible
for establishing and maintaining disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the period in
which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles; |
| (c) | Evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period covered by this report
based on such evaluation; and |
| (d) | Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's most recent fiscal
quarter (the registrant's fourth fiscal quarter in the case of an annual report) that
has materially affected, or is reasonably likely to materially affect, the registrant's
internal control over financial reporting. |
| 5. | The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board of directors
(or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are reasonably likely
to adversely affect the registrant's ability to record, process, summarize and report
financial information; and |
| (b) | Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal control over
financial reporting. |
Date: March 11, 2016
|
/s/
Elma Hawkins |
|
|
Elma Hawkins |
|
|
Chief Executive Officer |
|
|
(Principal Executive Officer) |
|
Exhibit
31.2
CERTIFICATION OF PERIODIC REPORT UNDER
SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
I, Molly Henderson, certify that:
| 1. | I have reviewed this Annual Report on Form 10-K of Lion Biotechnologies,
Inc. |
| 2. | Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this report. |
| 3. | Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the
periods presented in this report. |
| 4. | The registrant's other certifying officer and I are responsible
for establishing and maintaining disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the period in
which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles; |
| (c) | Evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period covered by this report
based on such evaluation; and |
| (d) | Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's most recent fiscal
quarter (the registrant's fourth fiscal quarter in the case of an annual report) that
has materially affected, or is reasonably likely to materially affect, the registrant's
internal control over financial reporting. |
| 5. | The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board of directors
(or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are reasonably likely
to adversely affect the registrant's ability to record, process, summarize and report
financial information; and |
| (b) | Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal control over
financial reporting. |
Date: March 11, 2016
|
/s/
Molly Henderson |
|
|
Molly Henderson |
|
|
Chief Financial Officer |
|
|
(Principal Financial Officer) |
|
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
I, Elma Hawkins, Chief Executive Officer
of Lion Biotechnologies, Inc. (Company), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
• |
the
Annual Report on Form 10-K of the Company for the year ended December 31, 2015 (Report) fully complies with the
requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
|
|
• |
the information
contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the
Company for the periods presented therein. |
Date: March 11, 2016 |
|
|
|
|
|
|
/s/ Elma
Hawkins |
|
|
Elma Hawkins |
|
|
Chief Executive Officer |
|
|
(Principal Executive Officer) |
|
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
I, Molly Henderson, Chief Financial Officer
of Lion Biotechnologies, Inc. (Company), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
• |
the
Annual Report on Form 10-K of the Company for the year ended December 31, 2015 (Report) fully complies with the
requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
|
|
• |
the information
contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the
Company for the periods presented therein. |
Date: March 11, 2016 |
|
|
|
|
|
|
/s/ Molly
Henderson |
|
|
Molly Henderson |
|
|
Chief Financial Officer |
|
|
(Principal Financial Officer) |
|
v3.3.1.900
Document And Entity Information - USD ($)
|
12 Months Ended |
|
|
Dec. 31, 2015 |
Feb. 29, 2016 |
Jun. 30, 2015 |
Document Information [Line Items] |
|
|
|
Document Type |
10-K
|
|
|
Amendment Flag |
false
|
|
|
Document Period End Date |
Dec. 31, 2015
|
|
|
Document Fiscal Year Focus |
2015
|
|
|
Document Fiscal Period Focus |
FY
|
|
|
Entity Registrant Name |
Lion Biotechnologies, Inc.
|
|
|
Entity Central Index Key |
0001425205
|
|
|
Current Fiscal Year End Date |
--12-31
|
|
|
Entity Well-known Seasoned Issuer |
No
|
|
|
Entity Voluntary Filers |
No
|
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Entity Current Reporting Status |
Yes
|
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Entity Filer Category |
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|
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Entity Public Float |
|
|
$ 314,385,000
|
Trading Symbol |
LBIO
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Entity Common Stock, Shares Outstanding |
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v3.3.1.900
Balance Sheets - USD ($) $ in Thousands |
Dec. 31, 2015 |
Dec. 31, 2014 |
Current Assets |
|
|
Cash and cash equivalents |
$ 13,642
|
$ 44,909
|
Money market funds |
19,945
|
0
|
Short-term investments available for sale |
70,113
|
0
|
Prepaid expenses and other current assets |
277
|
66
|
Total Current Assets |
103,977
|
44,975
|
Property and equipment, net of accumulated depreciation of $1,103 and $104, respectively |
1,676
|
1,532
|
Total Assets |
105,653
|
46,507
|
Current Liabilities |
|
|
Accounts payable |
958
|
1,248
|
Accrued expenses |
586
|
328
|
Accrued payable to officers and former directors |
86
|
86
|
Total Current Liabilities |
$ 1,630
|
$ 1,662
|
Commitments and contingencies |
|
|
Stockholders' Equity |
|
|
Preferred stock, $0.001 par value; 50,000,000 shares authorized, 1,694 and 5,694 shares issued and outstanding, respectively |
$ 0
|
$ 0
|
Common stock, $0.000041666 par value; 150,000,000 shares authorized, 48,547,720 and 33,750,188 shares issued and outstanding, respectively |
2
|
2
|
Common stock to be issued, 303,125 shares |
245
|
245
|
Accumulated other comprehensive income |
48
|
0
|
Additional paid-in capital |
207,950
|
121,160
|
Accumulated deficit |
(104,222)
|
(76,562)
|
Total Stockholders’ Equity |
104,023
|
44,845
|
Total Liabilities and Stockholders’ Equity |
$ 105,653
|
$ 46,507
|
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v3.3.1.900
Balance Sheets (Parenthetical) - USD ($) $ in Thousands |
Dec. 31, 2015 |
Dec. 31, 2014 |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment |
$ 1,103
|
$ 104
|
Preferred Stock, Par or Stated Value Per Share |
$ 0.001
|
$ 0.001
|
Preferred Stock, Shares Authorized |
50,000,000
|
50,000,000
|
Preferred Stock, Shares Issued |
1,694
|
5,694
|
Preferred Stock, Shares Outstanding |
1,694
|
5,694
|
Common Stock, Par or Stated Value Per Share |
$ 0.000041666
|
$ 0.000041666
|
Common Stock, Shares Authorized |
150,000,000
|
150,000,000
|
Common Stock, Shares, Issued |
48,547,720
|
33,750,188
|
Common Stock, Shares, Outstanding |
48,547,720
|
33,750,188
|
Common Stock To Be Issued Shares |
303,125
|
303,125
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v3.3.1.900
Statements of Operations - USD ($) $ in Thousands |
12 Months Ended |
Dec. 31, 2015 |
Dec. 31, 2014 |
Dec. 31, 2013 |
Revenues |
$ 0
|
$ 0
|
$ 0
|
Costs and expenses |
|
|
|
Research and development (including $2,248, $1,144 and $825 in share-based compensation costs) |
15,470
|
3,849
|
2,154
|
General and administrative (including $6,275, $2,670 and $1,925 in share-based compensation costs) |
12,390
|
8,192
|
3,831
|
Cost of Lion transaction |
0
|
0
|
16,656
|
Total costs and expenses |
27,860
|
12,041
|
22,641
|
Loss from operations |
(27,860)
|
(12,041)
|
(22,641)
|
Other income (expense) |
|
|
|
Interest income (expense) |
200
|
6
|
(445)
|
Cost to induce exchange transaction |
0
|
0
|
(2,296)
|
Total other income (expense) |
200
|
6
|
(2,741)
|
Net Loss |
(27,660)
|
(12,035)
|
(25,382)
|
Deemed dividend related to beneficial conversion feature of convertible preferred stock |
0
|
0
|
(8,462)
|
Net Loss Attributable to common Stockholders |
$ (27,660)
|
$ (12,035)
|
$ (33,844)
|
Net Loss Per Share Attributable to common Stockholders, Basic and Diluted |
$ (0.62)
|
$ (0.48)
|
$ (3.47)
|
Weighted-Average Common Shares Outstanding, Basic and Diluted |
44,410,036
|
24,985,542
|
9,762,513
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v3.3.1.900
Statements of Stockholders' Equity - USD ($) $ in Thousands |
Total |
Preferred Stock [Member] |
Common Stock [Member] |
Common Stock to be Issued [Member] |
Additional Paid-in Capital [Member] |
Comprehensive Income [Member] |
Accumulated Deficit [Member] |
Beginning Balance at Dec. 31, 2012 |
$ (11,319)
|
$ 0
|
$ 0
|
$ 245
|
$ 19,119
|
$ 0
|
$ (30,683)
|
Beginning Balance (in Shares) at Dec. 31, 2012 |
|
0
|
818,806
|
|
|
|
|
Common stock issued in settlement of notes payable and accrued interest and penalty |
9,268
|
|
$ 1
|
|
9,267
|
|
|
Common stock issued in settlement of notes payable and accrued interest and penalty (in shares) |
|
|
9,267,641
|
|
|
|
|
Common stock issued for cash under the restructuring, net of offering costs of $109 |
1,239
|
|
|
|
1,239
|
|
|
Common stock issued for cash under the restructuring, net of offering costs of $109 ( in shares) |
|
|
1,350,000
|
|
|
|
|
Common stock issued to induce exchange transaction |
2,296
|
|
|
|
2,296
|
|
|
Common stock issued to induce exchange transaction (in shares) |
|
|
2,295,868
|
|
|
|
|
Fair value of vested stock options and warrants |
747
|
|
|
|
747
|
|
|
Common stock Issued for Lion transactions |
16,656
|
|
|
|
16,656
|
|
|
Common stock Issued for Lion transactions (in shares) |
|
|
2,690,000
|
|
|
|
|
Common stock issued for services |
274
|
|
|
|
274
|
|
|
Common stock issued for services (in shares) |
|
|
50,000
|
|
|
|
|
Common stock issued to directors |
2,003
|
|
|
|
2,003
|
|
|
Common stock issued to directors (in shares) |
|
|
400,596
|
|
|
|
|
Common stock sold in private placement |
5,887
|
|
|
|
5,887
|
|
|
Common stock sold in private placement (in shares) |
|
|
3,145,300
|
|
|
|
|
Preferred stock sold in private placement |
15,909
|
|
|
|
15,909
|
|
|
Preferred stock sold in private placement (in shares) |
|
17,000
|
|
|
|
|
|
Common stock issued for settlement of payable |
25
|
|
|
|
25
|
|
|
Common stock issued for settlement of payable (in shares) |
|
|
5,747
|
|
|
|
|
Deemed dividend on beneficial conversion feature of preferred stock |
0
|
|
|
|
8,462
|
|
(8,462)
|
Unrealized gain on short-term investments |
0
|
|
|
|
|
|
|
Net Loss |
(25,382)
|
|
|
|
|
|
(25,382)
|
Ending Balance at Dec. 31, 2013 |
17,603
|
$ 0
|
$ 1
|
245
|
81,884
|
0
|
(64,527)
|
Ending Balance (in Shares) at Dec. 31, 2013 |
|
17,000
|
20,023,958
|
|
|
|
|
Common stock issued to induce exchange transaction |
0
|
|
|
|
|
|
|
Fair value of vested stock options and warrants |
2,559
|
|
|
|
2,559
|
|
|
Common stock issued upon exercise of warrants |
3,222
|
|
|
|
3,222
|
|
|
Common stock issued upon exercise of warrants (in Shares) |
|
|
1,288,730
|
|
|
|
|
Common stock issued upon conversion of preferred shares |
0
|
|
|
|
|
|
|
Common stock issued upon conversion of preferred shares (in Shares) |
|
(11,306)
|
5,653,000
|
|
|
|
|
Common stock issued for services |
1,255
|
|
|
|
1,255
|
|
|
Common stock issued for services (in shares) |
|
|
784,500
|
|
|
|
|
Common stock sold in private placement |
32,241
|
|
$ 1
|
|
32,240
|
|
|
Common stock sold in private placement (in shares) |
|
|
6,000,000
|
|
|
|
|
Unrealized gain on short-term investments |
0
|
|
|
|
|
|
|
Net Loss |
(12,035)
|
|
|
|
|
|
(12,035)
|
Ending Balance at Dec. 31, 2014 |
44,845
|
$ 0
|
$ 2
|
245
|
121,160
|
0
|
(76,562)
|
Ending Balance (in Shares) at Dec. 31, 2014 |
|
5,694
|
33,750,188
|
|
|
|
|
Common stock issued to induce exchange transaction |
0
|
|
|
|
|
|
|
Fair value of vested stock options and warrants |
6,752
|
|
|
|
6,752
|
|
|
Common stock issued upon exercise of warrants |
9,705
|
|
$ 0
|
|
9,705
|
|
|
Common stock issued upon exercise of warrants (in Shares) |
|
|
3,880,210
|
|
|
|
|
Common stock issued upon exercise of options |
255
|
|
$ 0
|
|
255
|
|
|
Common stock issued upon exercise of options (in shares) |
|
|
42,387
|
|
|
|
|
Common stock issued upon conversion of preferred shares |
0
|
|
$ 0
|
|
|
|
|
Common stock issued upon conversion of preferred shares (in Shares) |
|
(4,000)
|
2,000,000
|
|
|
|
|
Common stock sold in public offering, net of offering costs |
68,307
|
|
|
|
68,307
|
|
|
Common stock sold in public offering, net of offering costs (in shares) |
|
|
9,200,000
|
|
|
|
|
Common stock issued for services |
1,771
|
|
|
|
1,771
|
|
|
Common stock issued for services (in shares) |
|
|
15,000
|
|
|
|
|
Forfeiture and cancellation of restricted shares issued for services |
0
|
|
|
|
|
|
|
Forfeiture and cancellation of restricted shares issued for services (in shares) |
|
|
(340,065)
|
|
|
|
|
Unrealized gain on short-term investments |
48
|
|
|
|
|
48
|
|
Net Loss |
(27,660)
|
|
|
|
|
|
(27,660)
|
Ending Balance at Dec. 31, 2015 |
$ 104,023
|
$ 0
|
$ 2
|
$ 245
|
$ 207,950
|
$ 48
|
$ (104,222)
|
Ending Balance (in Shares) at Dec. 31, 2015 |
|
1,694
|
48,547,720
|
|
|
|
|
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- DefinitionNumber of Shares of Amount of equity-based compensation, related to restricted stock units or restricted stock awards, recognized as expense or an asset, if compensation is capitalized.
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v3.3.1.900
Statements of Cash Flows - USD ($) $ in Thousands |
12 Months Ended |
Dec. 31, 2015 |
Dec. 31, 2014 |
Dec. 31, 2013 |
Cash Flows From Operating Activities |
|
|
|
Net Loss |
$ (27,660)
|
$ (12,035)
|
$ (25,382)
|
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
Depreciation and amortization |
999
|
88
|
7
|
Fair value of vested stock options |
6,752
|
2,559
|
747
|
Common stock issued for services |
1,771
|
1,255
|
274
|
Common stock issued to induce exchange transaction |
0
|
0
|
2,296
|
Common stock issued for Lion transaction |
0
|
0
|
16,656
|
Common stock issued to directors |
0
|
0
|
2,003
|
Changes in assets and liabilities: |
|
|
|
Prepaid expenses and other current assets |
(211)
|
108
|
(164)
|
Accounts payable and accrued expenses |
(32)
|
(608)
|
(98)
|
Net cash used in operating activities |
(18,381)
|
(8,633)
|
(3,661)
|
Cash Flows From Investing Activities |
|
|
|
Increase in money market funds |
(19,945)
|
0
|
0
|
Purchase of short-term investments |
(140,665)
|
0
|
0
|
Maturities of short-term investments |
70,600
|
0
|
0
|
Purchases of property and computer equipment |
(1,143)
|
(1,592)
|
(13)
|
Net cash used in investing activities |
(91,153)
|
(1,592)
|
(13)
|
Cash Flows From Financing Activities |
|
|
|
Proceeds from the issuance of common stock upon exercise of warrants |
9,705
|
3,222
|
0
|
Proceeds from the issuance of common stock upon exercise of options |
255
|
0
|
0
|
Proceeds from the issuance of common stock, net |
68,307
|
32,240
|
7,126
|
Proceeds from the issuance of convertible notes, net |
0
|
0
|
311
|
Proceeds from the issuance of preferred stock, net |
0
|
0
|
15,909
|
Net cash provided by financing activities |
78,267
|
35,462
|
23,346
|
Net (decrease) increase in cash and cash equivalents |
(31,267)
|
25,237
|
19,672
|
Cash and cash equivalents, beginning of period |
44,909
|
19,672
|
0
|
Cash and cash equivalents, end of period |
13,642
|
44,909
|
19,672
|
Supplemental Disclosures of Cash Flow Information: |
|
|
|
Unrealized gain on short-term investments |
48
|
0
|
0
|
Common stock issued upon conversion of convertible notes |
0
|
0
|
6,793
|
Common stock issued upon conversion of accrued interest and penalty |
$ 0
|
$ 0
|
$ 2,475
|
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v3.3.1.900
GENERAL ORGANIZATION AND BUSINESS
|
12 Months Ended |
Dec. 31, 2015 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
GENERAL ORGANIZATION AND BUSINESS |
NOTE 1. GENERAL ORGANIZATION AND BUSINESS Lion Biotechnologies, Inc. (the “Company,” “we,” “us” or “our”) is a biotechnology company focused on developing and commercializing adoptive cell therapy (ACT) using autologous tumor infiltrating lymphocytes (TIL) for the treatment of metastatic melanoma and other solid cancers. ACT utilizes T-cells harvested from a patient to treat cancer in that patient. TIL, a kind of anti-tumor T-cells that are naturally present in a patient’s tumors, are collected from individual patient tumor samples. The TIL are then activated and expanded ex vivo and then infused back into the patient to fight their tumor cells. The Company was originally incorporated under the laws of the state of Nevada on September 17, 2007. Until March 2010, we were an inactive company known as Freight Management Corp. On March 15, 2010, we changed our name to Genesis Biopharma, Inc., and in 2011 we commenced our current business. On September 26, 2013, we amended and restated our Articles of Incorporation to, among other things, change our name to Lion Biotechnologies, Inc., effect a 1-for-100 reverse stock split (pro-rata reduction of outstanding shares) of our common stock, increase (after the reverse stock split) the number of our authorized number of shares of common stock to 150,000 shares, and authorize the issuance of 50,000,000 shares of “blank check” preferred stock, $0.001 par value per share. All references herein to the number of shares issued or outstanding, and all per share and other similar data, reflect a 1-for-100 reverse stock split effected on September 26, 2013. Liquidity We are currently engaged in the development of therapeutics to fight cancer, we do not have any commercial products and have not yet generated any revenues from our biopharmaceutical business. We currently do not anticipate that we will generate any revenues during 2016 from the sale or licensing of any products. As shown in the accompanying financial statements, we have incurred a net loss of $27.7 million for the year ended December 31, 2015 and used $18.4 million of cash in our operating activities during the year ended December 31, 2015. As of December 31, 2015, we had $103.7 million of cash and cash equivalents, money market funds, and short-term investments on hand, stockholders’ equity of $104.0 million and had working capital of $102.3 million. During 2016, we expect to further ramp up our clinical operations which will increase the amount of cash we will use in our operations. Our budget for 2016 includes increased spending on Phase II clinical trials, research and development activities, higher payroll expenses as we increase our professional and scientific staff, as well as ongoing payments under our Cooperative Research and Development Agreement (CRADA) with the National Cancer Institute (NCI). Based on the funds we had available on December 31, 2015, we believe that we have sufficient capital to fund our anticipated operating expenses for at least 12 months. In March 2015, the Company sold 9,200,000 shares of its common stock in an underwritten public offering at $8.00 per share for net proceeds of $68.3 million, after deducting expenses of the offering. In December 2014, the Company sold 6,000,000 shares of its common stock in an underwritten public offering at $5.75 per share for net proceeds of $32.2 million after deducting expenses of the offering. In November 2013, we completed a $23.3 million private placement of our securities to various institutional and individual accredited investors. Despite the amount of funds that we have raised, the estimated cost of completing the development of our TIL-based therapy, and of obtaining all required regulatory approvals to market those product candidates, may be substantially greater than the amount of funds we have available. Therefore, while we believe that our existing cash balances will be sufficient to fund our currently planned level of operations for at least 12 months, we will have to obtain additional funds in the future to complete our development plans. We intend to seek this additional funding through various financing sources, including possible sales of our securities, and in the longer term through strategic alliances with other pharmaceutical or biopharmaceutical companies.
|
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v3.3.1.900
SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES
|
12 Months Ended |
Dec. 31, 2015 |
Accounting Policies [Abstract] |
|
SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES |
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of 90 days or less when purchased to be cash equivalents. The carrying amounts reported in the Balance Sheets for cash and cash equivalents are valued at cost, which approximates their fair value. Short-term Investments The Company’s short-term investments represent available for sale securities and are recorded at fair value and unrealized gains and losses are recorded within accumulated other comprehensive income (loss). The estimated fair value of the available for sale securities is determined based on quoted market prices or rates for similar instruments. In addition, the cost of debt securities in this category is adjusted for amortization of premium and accretion of discount to maturity. The Company evaluates securities with unrealized losses to determine whether such losses, if any, are other than temporary. Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation and amortization. The cost of property and equipment is depreciated or amortized on the straight-line method over the following estimated useful lives: Computer equipment | 2 years | Office furniture and equipment | 5 years | Lab equipment | 2 years | Leasehold improvements | 5 years | Leasehold improvements are amortized using the straight-line method over the shorter of the estimated useful life of the asset or the lease term. Expenditures for maintenance and repairs are charged to operations as incurred while renewals and betterments are capitalized. Gains and losses on disposals are included in the consolidated statements of operations. Management assesses the carrying value of property and equipment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If there is indication of impairment, management prepares an estimate of future cash flows expected to result from the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value. For the years ended December 31, 2015 2014 and 2013, the Company did not recognize any impairments for its property and equipment. Loss per Share Basic earnings (loss) per share is computed by dividing the net income (loss) applicable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Shares of restricted stock are included in the basic weighted average number of common shares outstanding from the time they vest. Diluted earnings (loss) per share is computed by dividing the net income (loss) applicable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued. Shares of restricted stock are included in the diluted weighted average number of common shares outstanding from the date they are granted unless they are antidilutive. For the years ended December 31, 2015, 2014, and 2013, the calculations of basic and diluted loss per share are the same because inclusion of potential dilutive securities in the computation would have an anti-dilutive effect due to the net losses. At December 31, 2015, 2014 and 2013, the dilutive impact of outstanding stock options for 2,693,237, 1,857,877, and 278,750 shares, respectively; outstanding warrants for 7,202,216, 11,084,426, and 12,373,156 shares, respectively; and preferred stock that can convert into 847,000, 2,847,000, and -0- shares of our common stock, respectively, have been excluded because their impact on the loss per share is anti-dilutive. Fair Value Measurements Under FASB ASC 820, Fair Value Measurements and Disclosures, fair value is defined as the price at which an asset could be exchanged or a liability transferred in a transaction between knowledgeable, willing parties in the principal or most advantageous market for the asset or liability. Where available, fair value is based on observable market prices or parameters or derived from such prices or parameters. Where observable prices or parameters are not available, valuation models are applied. Assets and liabilities recorded at fair value in our financial statements are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels directly related to the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities, are as follows: Level 1Inputs are unadjusted, quoted prices in active markets for identical assets at the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. The fair valued assets we hold that are generally included under this Level 1 are money market securities where fair value is based on publicly quoted prices. Level 2Are inputs, other than quoted prices included in Level 1, that are either directly or indirectly observable for the asset or liability through correlation with market data at the reporting date and for the duration of the instrument’s anticipated life. The fair valued assets we hold that are generally assessed under Level 2 are corporate bonds and commercial paper. We utilize third party pricing services in developing fair value measurements where fair value is based on valuation methodologies such as models using observable market inputs, including benchmark yields, reported trades, broker/dealer quotes, bids, offers and other reference data. We use quotes from external pricing service providers and other on-line quotation systems to verify the fair value of investments provided by our third party pricing service providers. We review independent auditor’s reports from our third party pricing service providers particularly regarding the controls over pricing and valuation of financial instruments and ensure that our internal controls address certain control deficiencies, if any, and complementary user entity controls are in place. Level 3Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities and which reflect management’s best estimate of what market participants would use in pricing the asset or liability at the reporting date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. We do not have fair valued assets classified under Level 3. The Company believes the carrying amount of its financial instruments (consisting of cash and cash equivalents, and accounts payable and accrued expenses) approximates fair value due to the short-term nature of such instruments. Fair Value on a Recurring Basis Financial assets measured at fair value on a recurring basis are categorized in the tables below based upon the lowest level of significant input to the valuations (in thousands): | | Assets at Fair Value as of December 31, 2015 | | | | Level 1 | | Level 2 | | Level 3 | | Total | | Money market funds | | $ | 19,945 | | $ | | | $ | - | | $ | 19,945 | | Corporate debt securities | | | | | | 70,113 | | | - | | | 70,113 | | Total | | $ | 19,945 | | $ | 70,113 | | $ | - | | $ | 90,058 | | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include accounting for potential liabilities and the assumptions made in valuing stock instruments issued for services. Stock-Based Compensation The Company periodically grants stock options and warrants to employees and non-employees in non-capital raising transactions as compensation for services rendered. The Company accounts for stock option grants to employees based on the authoritative guidance provided by the Financial Accounting Standards Board where the value of the award is measured on the date of grant and recognized over the vesting period. The Company accounts for stock option grants to non-employees in accordance with the authoritative guidance of the Financial Accounting Standards Board where the value of the stock compensation is determined based upon the measurement date at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Non-employee stock-based compensation charges generally are amortized over the vesting period on a straight-line basis. In certain circumstances where there are no future performance requirements by the non-employee, option grants are immediately vested and the total stock-based compensation charge is recorded in the period of the measurement date. The fair value of the Company's common stock option grants is estimated using a Black-Scholes option pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the common stock options, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes option pricing model, and based on actual experience. The assumptions used in the Black-Scholes option pricing model could materially affect compensation expense recorded in future periods. The Company issues restricted shares of its common stock for share-based compensation programs. The Company measures the compensation cost with respect to restricted shares to employees based upon the estimated fair value of the equity instruments at the date of the grant, and is recognized as expense over the period which an employee is required to provide services in exchange for the award. Total stock-based compensation expense related to all of our stock-based awards was as follows (in thousands): | | For the Years Ended December 31, | | | | 2015 | | 2014 | | 2013 | | Research and development | | $ | 2,248 | | $ | 1,144 | | $ | 825 | | General and administrative | | | 6,275 | | | 2,670 | | | 1,925 | | Total stock-based compensation expense | | $ | 8,523 | | $ | 3,814 | | $ | 2,750 | | Research and Development Research and development costs consist primarily of compensation paid to employees engaged in research and development activities, fees paid to consultants and outside service providers, patent fees and costs, and other expenses relating to the acquisition, design, development and testing of the Company's treatments and product candidates. Research and development costs are expensed as incurred, or if applicable, over the life of the underlying contracts on the straight-line basis, unless the achievement of milestones, the completion of contracted work, or other information indicates that a different expensing schedule is more appropriate. The Company reviews the status of its research and development contracts on a quarterly basis. Income taxes The Company accounts for income taxes using the asset and liability method whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Concentrations Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash. The Company maintains cash balances at one bank. At times, the amount on deposit exceeds the federally insured limits. Management believes that the financial institution that holds the Company’s cash is financially sound and, accordingly, minimal credit risk exists. As of December 31, 2015 and 2014, the Company’s cash balances were in excess of insured limits maintained at the bank. Recent Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-02, Leases. ASU 2016-02 requires a lessee to record a right of use asset and a corresponding lease liability on the balance sheet for all leases with terms longer than 12 months. ASU 2016-02 is effective for all interim and annual reporting periods beginning after December 15, 2018. Early adoption is permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is in the process of evaluating the impact of ASU 2016-02 on the Company’s financial statements and disclosures. In January 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (“ASU”) No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities. The new guidance will impact the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. All equity investments in unconsolidated entities (other than those accounted for under the equity method of accounting) will generally be measured at fair value with changes in fair value recognized through earnings. There will no longer be an available-for-sale classification for equity securities with readily determinable fair values in which changes in fair value are currently reported in other comprehensive income. In addition, the FASB clarified the need for a valuation allowance on deferred tax assets resulting from unrealized losses on available-for-sale debt securities. In general, the new guidance will require modified retrospective application to all outstanding instruments, with a cumulative effect adjustment recorded to opening retained earnings. This guidance will be effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. We are currently evaluating the expected impact that the standard could have on our financial statements and related disclosures. In November 2015, the FASB issued Accounting Standards Update No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes. The update simplifies the presentation of deferred income taxes by requiring that deferred tax liabilities and assets be classified as noncurrent in the balance sheet. The update is effective for public companies for annual reporting periods beginning after December 15, 2016, and interim periods within those fiscal years. The guidance may be adopted prospectively or retrospectively and early adoption is permitted. As of December 31, 2015, the Company has elected to early adopt this ASU on a prospective basis and therefore, prior years were not retrospectively adjusted. In June 2014, the FASB issued Accounting Standards Update No. 2014-12, Compensation Stock Compensation (Topic 718). The pronouncement was issued to clarify the accounting for share-based payments when the terms of an award provide that a performance target could be achieved after the requisite service period. The pronouncement is effective for reporting periods beginning after December 15, 2015. The adoption of ASU 2014-12 will not have a significant impact on the Company’s financial position or results of operations. In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers. ASU 2014-09 is a comprehensive revenue recognition standard that will supersede nearly all existing revenue recognition guidance under current U.S. GAAP and replace it with a principle based approach for determining revenue recognition. ASU 2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract. The ASU also will require 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 is effective for interim and annual periods beginning after December 15, 2017. Early adoption is permitted in annual reporting periods beginning after December 15, 2016, and the interim periods within that year, and either full retrospective adoption or modified retrospective adoption is permitted. The Company is in the process of evaluating the impact of ASU 2014-09 on the Company’s financial statements and disclosures. Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future consolidated financial statements. Reclassifications In presenting the Company’s statement of operations for the years ended December 31, 2014 and 2013, the Company has reclassified $1.1 million and $0.8 million, respectively, of stock-based compensation that was previously reflected as general and administrative expenses to research and development expenses. The reclassification relates to stock-based compensation attributable to individuals working in the Company’s research and development activities, and had no impact on total costs and expenses, or on net loss.
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v3.3.1.900
CASH, MONEY MARKET FUNDS, AND SHORT-TERM INVESTMENTS
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12 Months Ended |
Dec. 31, 2015 |
Cash, Cash Equivalents, and Short-term Investments [Abstract] |
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CASH, MONEY MARKET FUNDS, AND SHORT-TERM INVESTMENTS |
NOTE 3. CASH, MONEY MARKET FUNDS, AND SHORT-TERM INVESTMENTS Cash, money market funds, and short-term investments consist of the following (in thousands): | | December 31, | | | | 2015 | | 2014 | | Checking and savings accounts (reported as cash and cash equivalents) | | $ | 13,642 | | $ | 44,909 | | Money market funds | | | 19,945 | | | - | | Corporate debt securities (reported as short-term investments) | | | 70,113 | | | - | | | | $ | 103,700 | | $ | 44,909 | | Money market funds and short-term investments include the following securities with gross unrealized gains and losses (in thousands): | | | | | Gross | | Gross | | | | | | | Amortized | | Unrealized | | Unrealized | | | | | December 31, 2015 | | Cost | | Gains | | Losses | | Fair Value | | Money market funds | | $ | 19,945 | | $ | - | | $ | - | | $ | 19,945 | | Corporate debt securities | | | 70,065 | | | 48 | | | - | | | 70,113 | | | | | | | | | | | | | | | | Total | | $ | 90,010 | | $ | 48 | | $ | - | | $ | 90,058 | | As of December 31, 2015, the contractual maturities of our money market funds and short-term investments were (in thousands): | | Within One | | | | Year | | Money market funds | | $ | 19,945 | | Corporate debt securities | | | 70,113 | | | | $ | 90,058 | | At December 31, 2015, the Company’s short-term investments were invested in short-term fixed income debt securities and notes of domestic and foreign high credit issuers and in money market funds. The Company’s investment policy limits investments to certain types of instruments such as certificates of deposit, money market instruments, obligations issued by the U.S. government and U.S. government agencies as well as corporate debt securities, and places restrictions on maturities and concentration by type and issuer. At December 31, 2015, the Company’s short-term investments totaled $70.1 million, of which 43% were invested in notes of five companies, 37% were invested in notes of other domestic issuers, and 20% were invested in notes of foreign issuers. The average maturity of these notes was 66 days. At December 31, 2015 the Company’s money-market funds totaled $19.9 million and were invested in a single, no-load money market fund.
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v3.3.1.900
PROPERTY AND EQUIPMENT
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12 Months Ended |
Dec. 31, 2015 |
Property, Plant and Equipment [Abstract] |
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PROPERTY AND EQUIPMENT |
NOTE 4. PROPERTY AND EQUIPMENT Property and equipment consisted of the following (in thousands): | | December 31, | | | | 2015 | | 2014 | | Lab equipment | | $ | 1,703 | | $ | 689 | | Computer equipment | | | 85 | | | 72 | | Office furniture and equipment | | | 138 | | | 113 | | Leasehold improvements | | | 853 | | | 762 | | Total Property and equipment, cost | | | 2,779 | | | 1,636 | | Less: Accumulated depreciation and amortization | | | (1,103) | | | (104) | | Property and equipment, net | | $ | 1,676 | | $ | 1,532 | | Depreciation expense for the years ended December 31, 2015, 2014 and 2013 was $999, $88 and $7, respectively.
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- DefinitionThe entire disclosure for long-lived, physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, accounting policies and methodology, roll forwards, depreciation, depletion and amortization expense, including composite depreciation, accumulated depreciation, depletion and amortization expense, useful lives and method used, income statement disclosures, assets held for sale and public utility disclosures.
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v3.3.1.900
STOCKHOLDERS' EQUITY
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12 Months Ended |
Dec. 31, 2015 |
Stockholders' Equity Note [Abstract] |
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STOCKHOLDERS’ EQUITY |
NOTE 5. STOCKHOLDERS’ EQUITY On March 3, 2015, the Company completed an underwritten public offering of 9,200,000 shares of its common stock at a price of $8.00 per share of common stock. The net proceeds to the Company from the offering were $68.3 million, after deducting underwriting discounts and commissions and offering expenses. The offering was made pursuant to the Company’s existing shelf registration statement on Form S-3, including a base prospectus, which was filed with the SEC on November 20, 2014 and declared effective on December 10, 2014, a preliminary prospectus supplement thereunder, and a registration statement on Form S-3 filed with the SEC on February 26, 2015. On May 6, 2015, certain stockholders of the Company, including certain members of Board of Directors of the Company and their affiliates, sold 4,750,000 shares of the Company’s common stock in an underwritten secondary offering at a price of $10.00 per share. The Company did not sell any shares in the offering and did not receive any of the proceeds from the offering. On December 22, 2014 the Company completed an underwritten public offering of 6,000,000 shares of our common stock at a price of $5.75 per share. The net proceeds to us from the offering were $32.2 million, after deducting underwriting discounts and commissions and offering expenses payable by us. The offering was made pursuant to a shelf registration statement on Form S-3, which was filed with the SEC on November 20, 2014 and declared effective on December 10, 2014, and a prospectus supplement thereunder. During 2015 and 2014, the Company granted 15,000 and 782,500 shares, respectively, of its restricted common stock to certain of its employees in accordance with the terms of their employment agreements. The total of 797,500 shares vest over a period of three years. As these shares were granted to employees, the Company calculated the aggregate fair value of the 797,500 shares to be $4.3 million based on the trading prices of the Company’s stock at their grant dates. The allocable portion of the fair value of the stock that vested during the years ended December 31, 2015 and 2014 totaled $1.7 million and $1.3 million, respectively, and is recognized as expense in the accompanying statements of operations. As of December 31, 2015, the amount of unvested compensation related to the unvested outstanding shares of restricted common stock was $1.3 million, which will be recorded as expense in over a weighted average life of 2.25 years as the shares vest. During 2015, certain employees authorized the Company to cancel 148,565 vested shares to satisfy withholding requirements related to such vesting. The cancellation is recorded as a reduction to shares outstanding. Additionally, shares of restricted stock granted above are subject to forfeiture to the Company or other restrictions that will lapse in accordance with a vesting schedule determined by our Board. The following table summarizes restricted common stock activity: | | | | | Weighted | | | | | | | Average | | | | Number of | | Grant Date | | | | Shares | | Fair Value | | Non-vested shares, January 1, 2014 | | | - | | $ | - | | Granted | | | 782,500 | | | 7.04 | | Vested | | | - | | | - | | Forfeited | | | - | | | - | | Non-vested shares, December 31, 2014 | | | 782,500 | | | 7.04 | | Granted | | | 15,000 | | | 8.44 | | Vested | | | (284,748) | | | 4.31 | | Forfeited | | | (191,500) | | | 6.81 | | Non-vested shares, December 31, 2015 | | | 321,252 | | $ | 6.96 | | In May 2013, the Company completed a transaction in which it cancelled certain debt and sold shares of common stock. As part of the transaction, certain investors purchasing common stock received as an inducement of 2,173,134 shares of common stock with a fair value of $2.1 million for no consideration. In addition, certain creditors received 122,734 shares of common stock valued at $0.1 million to cancel warrants to acquire 122,734 shares of common stock. The aggregate fair value of $2.2 million is reflected as cost to induce exchange transaction in the accompanying statement of operations for the year ended December 31, 2013. In July 2013, the Company issued 1,340,000 shares of common stock with a fair value of $6.7 million to the two owners of Lion Biotechnologies, then a privately owned Delaware corporation, for all of their issued and outstanding shares of common stock. In the fourth quarter of 2013, the Company issued an additional 1,350,000 shares of common stock with a fair value of $9.9 million to the two owners. The aggregate fair value of all shares issued in the transaction was $16.6 million and is reflected as cost of Lion transaction in the accompanying statement of operations for the year ended December 31, 2013. Series A Convertible Preferred Stock A total of 17,000 shares of Series A Convertible Preferred Stock have been authorized for issuance under the Certificate of Designation of Preferences and Rights of Series A Convertible Preferred Stock. The shares of Series A Preferred Stock have a stated value of $1,000 per share and are initially convertible into shares of common stock at a price of $2.00 per share, subject to adjustment. The Series A Preferred Stock may, at the option of the investor, be converted into fully paid and non-assessable shares of common stock. The holders of shares of Series A Preferred Stock shall not have the right to vote on matters that come before stockholders. In the event of any dissolution or winding up of the Company, proceeds shall be paid pari passu among the holders of the shares of common stock and preferred stock, pro rata based on the number of shares held by each holder. The Company may not declare, pay or set aside any dividends on shares of capital stock of the Company (other than dividends on shares of common stock payable in shares of common stock) unless the holders of the Series A Preferred Stock shall first receive an equal dividend on each outstanding share of Series A Preferred Stock. During the years ended December 31, 2015 and 2014, 4,000 shares and 11,306 shares, respectively, of Series A Convertible Preferred Stock were converted into 2,000,000 and 5,653,000 shares of common stock, respectively. The common shares issued were determined on a formula basis of 500 common shares for each share of Series A Convertible Preferred Stock converted.
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v3.3.1.900
STOCK OPTIONS AND WARRANTS
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12 Months Ended |
Dec. 31, 2015 |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] |
|
STOCK OPTIONS AND WARRANTS |
NOTE 6. STOCK OPTIONS AND WARRANTS Stock Options A summary of the status of stock options at December 31, 2015, and the changes during the year ended, is presented in the following table: | | Shares Under Option | | Weighted Average Exercise Price | | Weighted Average Remaining Contractual Life | | Aggregate Intrinsic Value (in thousands) | | Outstanding at January 1, 2013 | | | 93,750 | | $ | 109.00 | | | 8.5 | | $ | 217 | | Granted | | | 225,000 | | | 104.00 | | | | | | | | Exercised | | | - | | | | | | | | | | | Expired/Forfeited | | | (40,000) | | | 92.00 | | | | | | | | Outstanding at December 31, 2013 | | | 278,750 | | | 23.10 | | | 9.1 | | | 1,176 | | Granted | | | 1,604,127 | | | 6.58 | | | | | | | | Exercised | | | - | | | - | | | | | | | | Expired/Forfeited | | | (25,000) | | | 125.00 | | | | | | | | Outstanding at December 31, 2014 | | | 1,857,877 | | | 7.31 | | | 8.5 | | | 2,874 | | Granted | | | 1,171,984 | | | 8.12 | | | | | | | | Exercised | | | (42,387) | | | - | | | | | | | | Expired/Forfeited | | | (294,237) | | | 2.88 | | | | | | | | Outstanding at December 31, 2015 | | | 2,693,237 | | $ | 8.12 | | | 8.02 | | $ | 2,347 | | Exercisable at December 31, 2015 | | | 1,099,043 | | $ | 8.38 | | | 6.93 | | $ | 1,487 | | During the year ended December 31, 2015, the Company granted options to purchase 1,171,984 shares of common stock to employees and directors of the Company. The stock options generally vest between one and three years. The fair value of these options was determined to be $10.1 million using the Black-Scholes option pricing model based on the following assumptions: (i) volatility rate ranging from 207% to 218%, (ii) discount rate of 1.57%, (iii) zero expected dividend yield, and (iv)expected life of 6 years. During the years ended December 31, 2015, 2014, and 2013, the Company recorded compensation costs of $6.7 million, $2.6 million, and $0.7 million, respectively, relating to the vesting of stock options. As of December 31, 2015, the aggregate value of unvested options was $11.1 million, which will continue to be amortized as compensation cost as the options vest over terms ranging from nine months to three years, as applicable. On September 19, 2014, the Company’s Board of Directors adopted the Lion Biotechnologies, Inc. 2014 Equity Incentive Plan (the “2014 Plan”). The 2014 Plan was approved by our stockholders at the annual meeting of stockholders held in November 2014. The 2014 Plan as approved by the stockholders authorized the issuance up to an aggregate of 2,350,000 shares of common stock. On April 10, 2015 the Board amended the 2014 Plan to increase the total number of shares that can be issued under the 2014 Plan by 1,650,000 from 2,350,000 shares to 4,000,000 shares. The increase in shares available for issuance under the 2014 Plan was approved by stockholders on June 12, 2015. Warrants A summary of the status of stock warrants at December 31, 2015, and the changes during the year then ended, is presented in the following table: | | | | | | Weighted | | | | | | | | Weighted | | Average | | Aggregate | | | | Shares | | Average | | Remaining | | Intrinsic | | | | Under | | Exercise | | Contractual | | Value | | | | Warrants | | Price | | Life | | (in thousands) | | Outstanding at January 1, 2013 | | | 108,734 | | $ | 123.00 | | | 3.5 | | $ | - | | Issued | | | 12,387,156 | | | 2.50 | | | | | | | | Exercised | | | - | | | - | | | | | | | | Expired | | | (122,734) | | | | | | | | | | | Outstanding at December 31,2013 | | | 12,373,156 | | | 2.51 | | | 4.1 | | $ | 31,056 | | Issued | | | - | | | | | | | | | | | Exercised | | | (1,288,730) | | | 2.50 | | | | | | | | Expired | | | - | | | | | | | | | | | Outstanding at December 31, 2014 | | | 11,084,426 | | | 2.51 | | | 3.9 | | | 59,518 | | Issued | | | - | | | - | | | | | | | | Exercised | | | (3,882,210) | | | 2.50 | | | | | | | | Expired | | | - | | | - | | | | | | | | Outstanding and exercisable at December 31, 2015 | | | 7,202,216 | | $ | 2.51 | | | 3.3 | | $ | 37,596 | | During the year ended December 31, 2015, the Company received $9.7 million in cash from the exercise of 3,882,210 warrants for the purchase of an equal number of shares of its common stock.
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- DefinitionThe entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details.
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v3.3.1.900
INCOME TAXES
|
12 Months Ended |
Dec. 31, 2015 |
Income Tax Disclosure [Abstract] |
|
INCOME TAXES |
NOTE 7. INCOME TAXES The Company has no tax provision for any period presented due to our history of operating losses. As of December 31, 2015, the Company had state and federal net operating loss carry forwards of approximately $45 million that may be available to reduce future years' taxable income through 2035. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as management has determined that their realization is not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards. Significant components of the Company’s deferred income tax assets are as follows as of (in thousands): | | December 31, | | | | 2015 | | 2014 | | Deferred income tax asset: | | | | | | | | Net operating loss carry forward | | $ | 15,300 | | $ | 8,428 | | Valuation allowance | | | (15,300) | | | (8,428) | | Net deferred income tax asset | | $ | - | | $ | - | | Reconciliation of the effective income tax rate to the U.S. statutory rate is as follows: | | Year Ended | | | | December 31, | | | | 2015 | | | 2014 | | | 2013 | | Federal Statutory tax rate | | | (34) | % | | | (34) | % | | | (34) | % | State tax, net of federal benefit | | | (5) | % | | | (5) | % | | | (5) | % | | | | (39) | % | | | (39) | % | | | (39) | % | Valuation allowance | | | 39 | % | | | 39 | % | | | 39 | % | Effective tax rate | | | - | % | | | - | % | | | - | % | The Company adopted accounting rules which address the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under these rules, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. These accounting rules also provide guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. As of December 31, 2015, no liability for unrecognized tax benefits was required to be recorded.
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- DefinitionThe entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.
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v3.3.1.900
LICENSES AND COMMITMENTS
|
12 Months Ended |
Dec. 31, 2015 |
Commitments and Contingencies Disclosure [Abstract] |
|
LICENSES AND COMMITMENTS |
NOTE 8. LICENSES AND COMMITMENTS National Institutes of Health and the National Cancer Institute Cooperative Research and Development Agreement Effective August 5, 2011, the Company signed a Cooperative Research and Development Agreement (CRADA) with the National Institutes of Health and the National Cancer Institute (NCI). Under the terms of the five-year cooperative research and development agreement, the Company will work with Dr. Steven A. Rosenberg, M.D., Ph.D., chief of NCI’s Surgery Branch, to develop adoptive cell immunotherapies that are designed to destroy metastatic melanoma cells using a patient’s tumor infiltrating lymphocytes. On January 22, 2015, the Company executed an amendment (the “Amendment”) to the CRADA to include four new indications. As amended, in addition to metastatic melanoma, the CRADA now also includes the development of TIL therapy for the treatment of patients with bladder, lung, triple-negative breast, and HPV-associated cancers. Under the Amendment, the NCI also has agreed to provide the Company with samples of all tumors covered by the Amendment for performing studies related to improving TIL selection and/or TIL scale-out production and process development. Although the CRADA has a five year term, either party to the CRADA has the right to terminate the CRADA upon 60 days’ notice to the other party. Development and Manufacture TIL Effective October 5, 2011, the Company entered into a Patent License Agreement with the National Institutes of Health, an agency of the United States Public Health Service within the Department of Health and Human Services (“NIH”), which License Agreement was subsequently amended on February 9, 2015 and October 2, 2015. Pursuant to the License Agreement as amended, NIH granted to the Company an exclusive worldwide right and license to develop and manufacture certain proprietary autologous tumor infiltrating lymphocyte adoptive cell therapy products for the treatment of metastatic melanoma, ovarian cancer, breast cancer, and colorectal cancer. The License Agreement requires the Company to pay royalties based on a percentage of net sales (which percentage is in the mid-single digits and subject to certain annual minimum royalty payments), a percentage of revenues from sublicensing arrangements, and lump sum benchmark royalty payments on the achievement of certain clinical and regulatory milestones for each of the various indications and other direct costs incurred by NIH pursuant to the agreement. Exclusive Patent License Agreement On February 10, 2015, the Company entered into an exclusive Patent License Agreement with the NIH under which the Company received an exclusive, world-wide license to the NIH’s rights in and to two patent-pending technologies related to methods for improving tumor-infiltrating lymphocytes for adoptive cell therapy. The licensed technologies relate to the more potent and efficient production of TIL from melanoma tumors by selecting for T-cell populations that express various inhibitory receptors. Unless terminated sooner, the license shall remain in effect until the last licensed patent right expires. In consideration for the exclusive rights granted under the exclusive Patent License Agreement, the Company agreed to pay the NIH a non-refundable upfront licensing fee which was recognized as research and development expense during the year ended December 31, 2015. The Company also agreed to pay customary royalties based on a percentage of net sales (which percentage is in the mid-single digits), a percentage of revenues from sublicensing arrangements, and lump sum benchmark payments upon the successful completion of the Company’s first Phase 2 clinical study, the successful completion of the Company’s first Phase 3 clinical study, the receipt of the first FDA approval or foreign equivalent for a licensed product or process resulting from the licensed technologies, the first commercial sale of a licensed product or process in the United States, and the first commercial sale of a licensed product or process in any foreign country. The Company will also be responsible for all costs associated with the preparation, filing, maintenance and prosecution of the patent applications and patents covered by the License. H. Lee Moffitt Cancer Center Research Collaboration Agreement In September 2014, the Company entered into a research collaboration agreement with the H. Lee Moffitt Cancer Center and Research Institute, Inc. to jointly engage in transitional research and development of adoptive tumor-infiltrating lymphocyte cell therapy with improved anti-tumor properties and process. Exclusive License Agreement The Company entered into an Exclusive License Agreement (the “Moffitt License Agreement”), effective as of June 28, 2014, with the H. Lee Moffitt Cancer Center and Research Institute, Inc. (“Moffitt”) under which the Company received an exclusive, world-wide license to Moffitt’s rights in and to two patent-pending technologies related to methods for improving tumor-infiltrating lymphocytes for adoptive cell therapy. Unless earlier terminated, the term of the license extends until the earlier of the expiration of the last patent related to the licensed technology or 20 years after the effective date of the license agreement. Pursuant to the Moffitt License Agreement, the Company paid an upfront licensing fee which was recognized as research and development expense during 2014. A patent issuance fee will also be payable under the Moffitt License Agreement, upon the issuance of the first U.S. patent covering the subject technology. In addition, the Company agreed to pay milestone license fees upon completion of specified milestones, customary royalties based on a specified percentage of net sales (which percentage is in the low single digits) and sublicensing payments, as applicable, and annual minimum royalties beginning with the first sale of products based on the licensed technologies, which minimum royalties will be credited against the percentage royalty payments otherwise payable in that year. The Company will also be responsible for all costs associated with the preparation, filing, maintenance and prosecution of the patent applications and patents covered by the Moffitt License Agreement related to the treatment of any cancers in the United States, Europe and Japan and in other countries selected that the Company and Moffitt agreed to. During the year ended December 31, 2015 and 2014, the Company recognized $3.8 million and $1.4 million respectively, of expenses related to its license agreements. The amounts were recorded as part of research and development expenses in the statement of operations. Additionally, during the years ended December 31, 2015, 2014 and 2013, there were no net sales subject to certain annual minimum royalty payments or sales that would require us to pay a percentage of revenues from sublicensing arrangements. In addition, there were no benchmarks or milestones achieved that would require payment under the lump sum benchmark royalty payments on the achievement of certain clinical regulatory milestones for each of the various indications. Aggregate guaranteed commitments for 2016, under all of the Company’s license and research agreements, are approximately $2.1 million. Tampa Lease In July 2014, the Company entered into a five-year non-cancellable operating lease with the University of South Florida Research Foundation for an approximately 5,200 square foot facility located in Tampa, Florida. The facility is part of the University of South Florida research park and is used as the Company’s research and development facilities. The monthly base rent for this facility during the first year of the lease was $10,443 and will increase by 3% annually. The Company has the option to extend the lease term of this facility for an additional five-year period on the same terms and conditions, except that the base rent for the renewal term will be increased in accordance with the applicable consumer price index. The minimum lease payments are as follows (in thousands): Year | | Amount | | 2016 | | $ | 152 | | 2017 | | | 157 | | 2018 | | | 162 | | 2019 | | | 167 | | | | $ | 638 | |
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- DefinitionThe entire disclosure for commitments and contingencies.
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v3.3.1.900
QUARTERLY UNAUDITED RESULTS
|
12 Months Ended |
Dec. 31, 2015 |
Quarterly Financial Information Disclosure [Abstract] |
|
QUARTERLY UNAUDITED RESULTS |
NOTE 9. QUARTERLY UNAUDITED RESULTS The results of operations by quarter for the years ended December 31, 2015 and 2014 are as follow: | | 2015 | | 2014 | | | | (in thousands, except per share information) | | | | Q1 | | Q2 | | Q3 | | Q4 | | Q1 | | Q2 | | Q3 | | Q4 | | Revenue | | $ | - | | $ | - | | $ | - | | $ | - | | $ | - | | $ | - | | $ | - | | $ | - | | Net loss | | $ | (5,298) | | $ | (6,367) | | $ | (7,635) | | $ | (8,360) | | $ | (2,260) | | $ | (2,110) | | $ | (3,014) | | $ | (4,651) | | Net loss per share, basic and diluted | | $ | (0.14) | | $ | (0.14) | | $ | (0.16) | | $ | (0.18) | | $ | (0.11) | | $ | (0.09) | | $ | (0.11) | | $ | (0.17) | | Weighted average shares used in computing net loss per share, basic and diluted | | | 37,679 | | | 45,082 | | | 47,272 | | | 47,912 | | | 20,798 | | | 24,138 | | | 26,633 | | | 28,271 | |
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- DefinitionThe entire disclosure for the quarterly financial data in the annual financial statements. The disclosure may include a tabular presentation of financial information for each fiscal quarter for the current and previous year, including revenues, gross profit, income or loss before extraordinary items and earnings per share data. It also includes an indication if the information in the note is unaudited, comments on the aggregate effect of year-end adjustments, and an explanation of matters or transactions that affect comparability or are pertinent to an understanding of the information furnished.
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v3.3.1.900
LEGAL PROCEEDINGS
|
12 Months Ended |
Dec. 31, 2015 |
Loss Contingency [Abstract] |
|
LEGAL PROCEEDINGS |
NOTE 10. LEGAL PROCEEDINGS On April 23, 2014, the Company received a subpoena from the Securities Exchange Commission (the “SEC”) that stated that the staff of the SEC is conducting an investigation In the Matter of Galena Biopharma, Inc. File No. HO 12356 (now known as “In the Matter of Certain Stock Promotions”) and that the subpoena was issued to the Company as part of the foregoing investigation. The SEC’s subpoena and accompanying letter did not indicate whether the Company is, or is not, under investigation. We have cooperated with the SEC and have completed our production of documents in response to the subpoena. To date, the SEC has not requested any further information from us. Nevertheless, the SEC may in the future require us to produce additional documents or other materials. The subpoena required us to give the SEC certain documents regarding, and communications between, anyone at this company and certain listed persons and entities (which include investor-relations firms and persons associated with the investor-relations firms), and articles regarding this company posted on certain equity research or other financial websites. We believe that the SEC is investigating improper conduct relative to the payment of bloggers and other authors for promotional articles written about public companies. A number of articles have been written about us that may be available on the internet and elsewhere. Investors considering an investment in our securities should review this Annual Report and the other documents that we filed with the SEC rather than relying on internet blogs or other similar articles and publications. Although we are unaware of the exact scope or timing of the SEC’s investigation, it is our understanding that the investigation is ongoing. We do not know when the investigation will be concluded or to what extent we will be further involved. If we receive additional subpoenas or other requests for documents from the SEC it is our intention to fully cooperate with the SEC. Complying with any such future requests could distract the time and attention of our officers and directors or divert our resources away from research and development programs. Furthermore, we, and our former officers and directors, may be the subject of the SEC’s investigation. Any such investigation could result in significant legal expenses, the diversion of management’s attention from our business, damage to our business and reputation, and could subject us to a wide range of remedies, including an SEC enforcement action and potential financial penalties required by the SEC. There are no other pending legal proceedings to which the Company is a party or of which its property is the subject.
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v3.3.1.900
SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES (Policies)
|
12 Months Ended |
Dec. 31, 2015 |
Accounting Policies [Abstract] |
|
Cash and Cash Equivalents |
Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of 90 days or less when purchased to be cash equivalents. The carrying amounts reported in the Balance Sheets for cash and cash equivalents are valued at cost, which approximates their fair value.
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Short-term Investments |
Short-term Investments The Company’s short-term investments represent available for sale securities and are recorded at fair value and unrealized gains and losses are recorded within accumulated other comprehensive income (loss). The estimated fair value of the available for sale securities is determined based on quoted market prices or rates for similar instruments. In addition, the cost of debt securities in this category is adjusted for amortization of premium and accretion of discount to maturity. The Company evaluates securities with unrealized losses to determine whether such losses, if any, are other than temporary.
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Property and Equipment |
Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation and amortization. The cost of property and equipment is depreciated or amortized on the straight-line method over the following estimated useful lives: Computer equipment | 2 years | Office furniture and equipment | 5 years | Lab equipment | 2 years | Leasehold improvements | 5 years | Leasehold improvements are amortized using the straight-line method over the shorter of the estimated useful life of the asset or the lease term. Expenditures for maintenance and repairs are charged to operations as incurred while renewals and betterments are capitalized. Gains and losses on disposals are included in the consolidated statements of operations. Management assesses the carrying value of property and equipment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If there is indication of impairment, management prepares an estimate of future cash flows expected to result from the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value. For the years ended December 31, 2015 2014 and 2013, the Company did not recognize any impairments for its property and equipment.
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Loss per Share |
Loss per Share Basic earnings (loss) per share is computed by dividing the net income (loss) applicable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Shares of restricted stock are included in the basic weighted average number of common shares outstanding from the time they vest. Diluted earnings (loss) per share is computed by dividing the net income (loss) applicable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued. Shares of restricted stock are included in the diluted weighted average number of common shares outstanding from the date they are granted unless they are antidilutive. For the years ended December 31, 2015, 2014, and 2013, the calculations of basic and diluted loss per share are the same because inclusion of potential dilutive securities in the computation would have an anti-dilutive effect due to the net losses. At December 31, 2015, 2014 and 2013, the dilutive impact of outstanding stock options for 2,693,237, 1,857,877, and 278,750 shares, respectively; outstanding warrants for 7,202,216, 11,084,426, and 12,373,156 shares, respectively; and preferred stock that can convert into 847,000, 2,847,000, and -0- shares of our common stock, respectively, have been excluded because their impact on the loss per share is anti-dilutive.
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Fair Value Measurements |
Fair Value Measurements Under FASB ASC 820, Fair Value Measurements and Disclosures, fair value is defined as the price at which an asset could be exchanged or a liability transferred in a transaction between knowledgeable, willing parties in the principal or most advantageous market for the asset or liability. Where available, fair value is based on observable market prices or parameters or derived from such prices or parameters. Where observable prices or parameters are not available, valuation models are applied. Assets and liabilities recorded at fair value in our financial statements are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels directly related to the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities, are as follows: Level 1Inputs are unadjusted, quoted prices in active markets for identical assets at the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. The fair valued assets we hold that are generally included under this Level 1 are money market securities where fair value is based on publicly quoted prices. Level 2Are inputs, other than quoted prices included in Level 1, that are either directly or indirectly observable for the asset or liability through correlation with market data at the reporting date and for the duration of the instrument’s anticipated life. The fair valued assets we hold that are generally assessed under Level 2 are corporate bonds and commercial paper. We utilize third party pricing services in developing fair value measurements where fair value is based on valuation methodologies such as models using observable market inputs, including benchmark yields, reported trades, broker/dealer quotes, bids, offers and other reference data. We use quotes from external pricing service providers and other on-line quotation systems to verify the fair value of investments provided by our third party pricing service providers. We review independent auditor’s reports from our third party pricing service providers particularly regarding the controls over pricing and valuation of financial instruments and ensure that our internal controls address certain control deficiencies, if any, and complementary user entity controls are in place. Level 3Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities and which reflect management’s best estimate of what market participants would use in pricing the asset or liability at the reporting date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. We do not have fair valued assets classified under Level 3. The Company believes the carrying amount of its financial instruments (consisting of cash and cash equivalents, and accounts payable and accrued expenses) approximates fair value due to the short-term nature of such instruments.
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Fair Value on a Recurring Basis |
Fair Value on a Recurring Basis Financial assets measured at fair value on a recurring basis are categorized in the tables below based upon the lowest level of significant input to the valuations (in thousands): | | Assets at Fair Value as of December 31, 2015 | | | | Level 1 | | Level 2 | | Level 3 | | Total | | Money market funds | | $ | 19,945 | | $ | | | $ | - | | $ | 19,945 | | Corporate debt securities | | | | | | 70,113 | | | - | | | 70,113 | | Total | | $ | 19,945 | | $ | 70,113 | | $ | - | | $ | 90,058 | |
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Use of Estimates |
Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include accounting for potential liabilities and the assumptions made in valuing stock instruments issued for services.
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Stock-Based Compensation |
Stock-Based Compensation The Company periodically grants stock options and warrants to employees and non-employees in non-capital raising transactions as compensation for services rendered. The Company accounts for stock option grants to employees based on the authoritative guidance provided by the Financial Accounting Standards Board where the value of the award is measured on the date of grant and recognized over the vesting period. The Company accounts for stock option grants to non-employees in accordance with the authoritative guidance of the Financial Accounting Standards Board where the value of the stock compensation is determined based upon the measurement date at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Non-employee stock-based compensation charges generally are amortized over the vesting period on a straight-line basis. In certain circumstances where there are no future performance requirements by the non-employee, option grants are immediately vested and the total stock-based compensation charge is recorded in the period of the measurement date. The fair value of the Company's common stock option grants is estimated using a Black-Scholes option pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the common stock options, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes option pricing model, and based on actual experience. The assumptions used in the Black-Scholes option pricing model could materially affect compensation expense recorded in future periods. The Company issues restricted shares of its common stock for share-based compensation programs. The Company measures the compensation cost with respect to restricted shares to employees based upon the estimated fair value of the equity instruments at the date of the grant, and is recognized as expense over the period which an employee is required to provide services in exchange for the award. Total stock-based compensation expense related to all of our stock-based awards was as follows (in thousands): | | For the Years Ended December 31, | | | | 2015 | | 2014 | | 2013 | | Research and development | | $ | 2,248 | | $ | 1,144 | | $ | 825 | | General and administrative | | | 6,275 | | | 2,670 | | | 1,925 | | Total stock-based compensation expense | | $ | 8,523 | | $ | 3,814 | | $ | 2,750 | |
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Research and Development |
Research and Development Research and development costs consist primarily of compensation paid to employees engaged in research and development activities, fees paid to consultants and outside service providers, patent fees and costs, and other expenses relating to the acquisition, design, development and testing of the Company's treatments and product candidates. Research and development costs are expensed as incurred, or if applicable, over the life of the underlying contracts on the straight-line basis, unless the achievement of milestones, the completion of contracted work, or other information indicates that a different expensing schedule is more appropriate. The Company reviews the status of its research and development contracts on a quarterly basis.
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Income taxes |
Income taxes The Company accounts for income taxes using the asset and liability method whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
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Concentrations |
Concentrations Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash. The Company maintains cash balances at one bank. At times, the amount on deposit exceeds the federally insured limits. Management believes that the financial institution that holds the Company’s cash is financially sound and, accordingly, minimal credit risk exists. As of December 31, 2015 and 2014, the Company’s cash balances were in excess of insured limits maintained at the bank.
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Recent Accounting Pronouncements |
Recent Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-02, Leases. ASU 2016-02 requires a lessee to record a right of use asset and a corresponding lease liability on the balance sheet for all leases with terms longer than 12 months. ASU 2016-02 is effective for all interim and annual reporting periods beginning after December 15, 2018. Early adoption is permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is in the process of evaluating the impact of ASU 2016-02 on the Company’s financial statements and disclosures. In January 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (“ASU”) No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities. The new guidance will impact the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. All equity investments in unconsolidated entities (other than those accounted for under the equity method of accounting) will generally be measured at fair value with changes in fair value recognized through earnings. There will no longer be an available-for-sale classification for equity securities with readily determinable fair values in which changes in fair value are currently reported in other comprehensive income. In addition, the FASB clarified the need for a valuation allowance on deferred tax assets resulting from unrealized losses on available-for-sale debt securities. In general, the new guidance will require modified retrospective application to all outstanding instruments, with a cumulative effect adjustment recorded to opening retained earnings. This guidance will be effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. We are currently evaluating the expected impact that the standard could have on our financial statements and related disclosures. In November 2015, the FASB issued Accounting Standards Update No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes. The update simplifies the presentation of deferred income taxes by requiring that deferred tax liabilities and assets be classified as noncurrent in the balance sheet. The update is effective for public companies for annual reporting periods beginning after December 15, 2016, and interim periods within those fiscal years. The guidance may be adopted prospectively or retrospectively and early adoption is permitted. As of December 31, 2015, the Company has elected to early adopt this ASU on a prospective basis and therefore, prior years were not retrospectively adjusted. In June 2014, the FASB issued Accounting Standards Update No. 2014-12, Compensation Stock Compensation (Topic 718). The pronouncement was issued to clarify the accounting for share-based payments when the terms of an award provide that a performance target could be achieved after the requisite service period. The pronouncement is effective for reporting periods beginning after December 15, 2015. The adoption of ASU 2014-12 will not have a significant impact on the Company’s financial position or results of operations. In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers. ASU 2014-09 is a comprehensive revenue recognition standard that will supersede nearly all existing revenue recognition guidance under current U.S. GAAP and replace it with a principle based approach for determining revenue recognition. ASU 2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract. The ASU also will require 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 is effective for interim and annual periods beginning after December 15, 2017. Early adoption is permitted in annual reporting periods beginning after December 15, 2016, and the interim periods within that year, and either full retrospective adoption or modified retrospective adoption is permitted. The Company is in the process of evaluating the impact of ASU 2014-09 on the Company’s financial statements and disclosures. Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future consolidated financial statements.
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Reclassifications |
Reclassifications In presenting the Company’s statement of operations for the years ended December 31, 2014 and 2013, the Company has reclassified $1.1 million and $0.8 million, respectively, of stock-based compensation that was previously reflected as general and administrative expenses to research and development expenses. The reclassification relates to stock-based compensation attributable to individuals working in the Company’s research and development activities, and had no impact on total costs and expenses, or on net loss.
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v3.3.1.900
SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES (Tables)
|
12 Months Ended |
Dec. 31, 2015 |
Accounting Policies [Abstract] |
|
Schedule of Assets Measured at Fair Value |
Financial assets measured at fair value on a recurring basis are categorized in the tables below based upon the lowest level of significant input to the valuations (in thousands): | | Assets at Fair Value as of December 31, 2015 | | | | Level 1 | | Level 2 | | Level 3 | | Total | | Money market funds | | $ | 19,945 | | $ | | | $ | - | | $ | 19,945 | | Corporate debt securities | | | | | | 70,113 | | | - | | | 70,113 | | Total | | $ | 19,945 | | $ | 70,113 | | $ | - | | $ | 90,058 | |
|
Schedule of Stock-Based Compensation |
Total stock-based compensation expense related to all of our stock-based awards was as follows (in thousands): | | For the Years Ended December 31, | | | | 2015 | | 2014 | | 2013 | | Research and development | | $ | 2,248 | | $ | 1,144 | | $ | 825 | | General and administrative | | | 6,275 | | | 2,670 | | | 1,925 | | Total stock-based compensation expense | | $ | 8,523 | | $ | 3,814 | | $ | 2,750 | |
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- DefinitionTabular disclosure of assets, including [financial] instruments measured at fair value that are classified in stockholders' equity, if any, by class that are measured at fair value on a recurring basis. The disclosures contemplated herein include the fair value measurements at the reporting date by the level within the fair value hierarchy in which the fair value measurements in their entirety fall, segregating fair value measurements using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3).
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v3.3.1.900
CASH, MONEY MARKET FUNDS, AND SHORT-TERM INVESTMENTS (Tables)
|
12 Months Ended |
Dec. 31, 2015 |
Cash, Cash Equivalents, and Short-term Investments [Abstract] |
|
Schedule of Cash, Money Market Funds and Short-Term Investments |
Cash, money market funds, and short-term investments consist of the following (in thousands): | | December 31, | | | | 2015 | | 2014 | | Checking and savings accounts (reported as cash and cash equivalents) | | $ | 13,642 | | $ | 44,909 | | Money market funds | | | 19,945 | | | - | | Corporate debt securities (reported as short-term investments) | | | 70,113 | | | - | | | | $ | 103,700 | | $ | 44,909 | |
|
Schedule of Unrealized Gains and Losses |
Money market funds and short-term investments include the following securities with gross unrealized gains and losses (in thousands): | | | | | Gross | | Gross | | | | | | | Amortized | | Unrealized | | Unrealized | | | | | December 31, 2015 | | Cost | | Gains | | Losses | | Fair Value | | Money market funds | | $ | 19,945 | | $ | - | | $ | - | | $ | 19,945 | | Corporate debt securities | | | 70,065 | | | 48 | | | - | | | 70,113 | | | | | | | | | | | | | | | | Total | | $ | 90,010 | | $ | 48 | | $ | - | | $ | 90,058 | |
|
Schedule of Contractual Maturities |
As of December 31, 2015, the contractual maturities of our money market funds and short-term investments were (in thousands): | | Within One | | | | Year | | Money market funds | | $ | 19,945 | | Corporate debt securities | | | 70,113 | | | | $ | 90,058 | |
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v3.3.1.900
PROPERTY AND EQUIPMENT (Tables)
|
12 Months Ended |
Dec. 31, 2015 |
Property, Plant and Equipment [Abstract] |
|
Schedule of Property, Plant and Equipment |
Property and equipment consisted of the following (in thousands): | | December 31, | | | | 2015 | | 2014 | | Lab equipment | | $ | 1,703 | | $ | 689 | | Computer equipment | | | 85 | | | 72 | | Office furniture and equipment | | | 138 | | | 113 | | Leasehold improvements | | | 853 | | | 762 | | Total Property and equipment, cost | | | 2,779 | | | 1,636 | | Less: Accumulated depreciation and amortization | | | (1,103) | | | (104) | | Property and equipment, net | | $ | 1,676 | | $ | 1,532 | |
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- DefinitionTabular disclosure of physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, balances by class of assets, depreciation and depletion expense and method used, including composite depreciation, and accumulated deprecation.
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v3.3.1.900
STOCKHOLDERS' EQUITY (Tables)
|
12 Months Ended |
Dec. 31, 2015 |
Stockholders' Equity Note [Abstract] |
|
Schedule of Restricted Stock Activity |
The following table summarizes restricted common stock activity: | | | | | Weighted | | | | | | | Average | | | | Number of | | Grant Date | | | | Shares | | Fair Value | | Non-vested shares, January 1, 2014 | | | - | | $ | - | | Granted | | | 782,500 | | | 7.04 | | Vested | | | - | | | - | | Forfeited | | | - | | | - | | Non-vested shares, December 31, 2014 | | | 782,500 | | | 7.04 | | Granted | | | 15,000 | | | 8.44 | | Vested | | | (284,748) | | | 4.31 | | Forfeited | | | (191,500) | | | 6.81 | | Non-vested shares, December 31, 2015 | | | 321,252 | | $ | 6.96 | |
|
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- DefinitionTabular disclosure of the changes in outstanding nonvested restricted stock units.
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v3.3.1.900
STOCK OPTIONS AND WARRANTS (Tables)
|
12 Months Ended |
Dec. 31, 2015 |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] |
|
Schedule of Status of Stock Options |
A summary of the status of stock options at December 31, 2015, and the changes during the year ended, is presented in the following table: | | Shares Under Option | | Weighted Average Exercise Price | | Weighted Average Remaining Contractual Life | | Aggregate Intrinsic Value (in thousands) | | Outstanding at January 1, 2013 | | | 93,750 | | $ | 109.00 | | | 8.5 | | $ | 217 | | Granted | | | 225,000 | | | 104.00 | | | | | | | | Exercised | | | - | | | | | | | | | | | Expired/Forfeited | | | (40,000) | | | 92.00 | | | | | | | | Outstanding at December 31, 2013 | | | 278,750 | | | 23.10 | | | 9.1 | | | 1,176 | | Granted | | | 1,604,127 | | | 6.58 | | | | | | | | Exercised | | | - | | | - | | | | | | | | Expired/Forfeited | | | (25,000) | | | 125.00 | | | | | | | | Outstanding at December 31, 2014 | | | 1,857,877 | | | 7.31 | | | 8.5 | | | 2,874 | | Granted | | | 1,171,984 | | | 8.12 | | | | | | | | Exercised | | | (42,387) | | | - | | | | | | | | Expired/Forfeited | | | (294,237) | | | 2.88 | | | | | | | | Outstanding at December 31, 2015 | | | 2,693,237 | | $ | 8.12 | | | 8.02 | | $ | 2,347 | | Exercisable at December 31, 2015 | | | 1,099,043 | | $ | 8.38 | | | 6.93 | | $ | 1,487 | |
|
Schedule of Status of Stock Warrants |
A summary of the status of stock warrants at December 31, 2015, and the changes during the year then ended, is presented in the following table: | | | | | | Weighted | | | | | | | | Weighted | | Average | | Aggregate | | | | Shares | | Average | | Remaining | | Intrinsic | | | | Under | | Exercise | | Contractual | | Value | | | | Warrants | | Price | | Life | | (in thousands) | | Outstanding at January 1, 2013 | | | 108,734 | | $ | 123.00 | | | 3.5 | | $ | - | | Issued | | | 12,387,156 | | | 2.50 | | | | | | | | Exercised | | | - | | | - | | | | | | | | Expired | | | (122,734) | | | | | | | | | | | Outstanding at December 31,2013 | | | 12,373,156 | | | 2.51 | | | 4.1 | | $ | 31,056 | | Issued | | | - | | | | | | | | | | | Exercised | | | (1,288,730) | | | 2.50 | | | | | | | | Expired | | | - | | | | | | | | | | | Outstanding at December 31, 2014 | | | 11,084,426 | | | 2.51 | | | 3.9 | | | 59,518 | | Issued | | | - | | | - | | | | | | | | Exercised | | | (3,882,210) | | | 2.50 | | | | | | | | Expired | | | - | | | - | | | | | | | | Outstanding and exercisable at December 31, 2015 | | | 7,202,216 | | $ | 2.51 | | | 3.3 | | $ | 37,596 | |
|
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- DefinitionTabular disclosure of the number and weighted-average exercise prices (or conversion ratios) for share options (or share units) that were outstanding at the beginning and end of the year, vested and expected to vest, exercisable or convertible at the end of the year, and the number of share options or share units that were granted, exercised or converted, forfeited, and expired during the year.
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- DefinitionTabular disclosure of warrants or rights issued. Warrants and rights outstanding are derivative securities that give the holder the right to purchase securities (usually equity) from the issuer at a specific price within a certain time frame. Warrants are often included in a new debt issue to entice investors by a higher return potential. The main difference between warrants and call options is that warrants are issued and guaranteed by the company, whereas options are exchange instruments and are not issued by the company. Also, the lifetime of a warrant is often measured in years, while the lifetime of a typical option is measured in months. Disclose the title of issue of securities called for by warrants and rights outstanding, the aggregate amount of securities called for by warrants and rights outstanding, the date from which the warrants or rights are exercisable, and the price at which the warrant or right is exercisable.
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v3.3.1.900
INCOME TAXES (Tables)
|
12 Months Ended |
Dec. 31, 2015 |
Income Tax Disclosure [Abstract] |
|
Schedule of Deferred Tax Assets and Liabilities |
Significant components of the Company’s deferred income tax assets are as follows as of (in thousands): | | December 31, | | | | 2015 | | 2014 | | Deferred income tax asset: | | | | | | | | Net operating loss carry forward | | $ | 15,300 | | $ | 8,428 | | Valuation allowance | | | (15,300) | | | (8,428) | | Net deferred income tax asset | | $ | - | | $ | - | |
|
Schedule of Effective Income Tax Rate Reconciliation |
Reconciliation of the effective income tax rate to the U.S. statutory rate is as follows: | | Year Ended | | | | December 31, | | | | 2015 | | | 2014 | | | 2013 | | Federal Statutory tax rate | | | (34) | % | | | (34) | % | | | (34) | % | State tax, net of federal benefit | | | (5) | % | | | (5) | % | | | (5) | % | | | | (39) | % | | | (39) | % | | | (39) | % | Valuation allowance | | | 39 | % | | | 39 | % | | | 39 | % | Effective tax rate | | | - | % | | | - | % | | | - | % |
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- DefinitionTabular disclosure of the components of net deferred tax asset or liability recognized in an entity's statement of financial position, including the following: the total of all deferred tax liabilities, the total of all deferred tax assets, the total valuation allowance recognized for deferred tax assets.
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v3.3.1.900
QUARTERLY UNAUDITED RESULTS (Tables)
|
12 Months Ended |
Dec. 31, 2015 |
Quarterly Financial Information Disclosure [Abstract] |
|
Schedule of Quarterly Financial Information |
The results of operations by quarter for the years ended December 31, 2015 and 2014 are as follow: | | 2015 | | 2014 | | | | (in thousands, except per share information) | | | | Q1 | | Q2 | | Q3 | | Q4 | | Q1 | | Q2 | | Q3 | | Q4 | | Revenue | | $ | - | | $ | - | | $ | - | | $ | - | | $ | - | | $ | - | | $ | - | | $ | - | | Net loss | | $ | (5,298) | | $ | (6,367) | | $ | (7,635) | | $ | (8,360) | | $ | (2,260) | | $ | (2,110) | | $ | (3,014) | | $ | (4,651) | | Net loss per share, basic and diluted | | $ | (0.14) | | $ | (0.14) | | $ | (0.16) | | $ | (0.18) | | $ | (0.11) | | $ | (0.09) | | $ | (0.11) | | $ | (0.17) | | Weighted average shares used in computing net loss per share, basic and diluted | | | 37,679 | | | 45,082 | | | 47,272 | | | 47,912 | | | 20,798 | | | 24,138 | | | 26,633 | | | 28,271 | |
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- DefinitionTabular disclosure of the quarterly financial data in the annual financial statements. The disclosure includes financial information for each fiscal quarter for the current and previous year, including revenues, gross profit, income (loss) before extraordinary items and cumulative effect of a change in accounting principle and earnings per share data.
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GENERAL ORGANIZATION AND BUSINESS (Details Textual) - USD ($) $ / shares in Units, $ in Thousands |
|
1 Months Ended |
3 Months Ended |
12 Months Ended |
|
|
Mar. 03, 2015 |
Mar. 31, 2015 |
Dec. 31, 2014 |
Dec. 22, 2014 |
Nov. 30, 2013 |
Sep. 30, 2013 |
Jul. 31, 2013 |
Dec. 31, 2015 |
Sep. 30, 2015 |
Jun. 30, 2015 |
Mar. 31, 2015 |
Dec. 31, 2014 |
Sep. 30, 2014 |
Jun. 30, 2014 |
Mar. 31, 2014 |
Dec. 31, 2015 |
Dec. 31, 2014 |
Dec. 31, 2013 |
Sep. 26, 2013 |
Dec. 31, 2012 |
Net Income (Loss) Attributable to Parent, Total |
|
|
|
|
|
|
|
$ (8,360)
|
$ (7,635)
|
$ (6,367)
|
$ (5,298)
|
$ (4,651)
|
$ (3,014)
|
$ (2,110)
|
$ (2,260)
|
$ (27,660)
|
$ (12,035)
|
$ (25,382)
|
|
|
Net Cash Provided by (Used in) Operating Activities, Continuing Operations, Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(18,381)
|
(8,633)
|
(3,661)
|
|
|
Cash, Cash Equivalents, and Short-term Investments, Total |
|
|
$ 44,909
|
|
|
|
|
103,700
|
|
|
|
44,909
|
|
|
|
103,700
|
44,909
|
|
|
|
Stockholders' Equity Attributable to Parent, Total |
|
|
$ 44,845
|
|
|
|
|
104,023
|
|
|
|
$ 44,845
|
|
|
|
104,023
|
$ 44,845
|
17,603
|
|
$ (11,319)
|
Working Capital |
|
|
|
|
|
|
|
$ 102,300
|
|
|
|
|
|
|
|
102,300
|
|
|
|
|
Stock Issued During Period, Shares, New Issues |
|
9,200,000
|
6,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share Price |
|
$ 8.00
|
$ 5.75
|
|
|
|
|
|
|
|
$ 8.00
|
$ 5.75
|
|
|
|
|
$ 5.75
|
|
|
|
Proceeds from Issuance of Common Stock |
|
$ 68,300
|
|
$ 32,200
|
|
|
|
|
|
|
|
|
|
|
|
$ 68,307
|
$ 32,240
|
7,126
|
|
|
Proceeds from Issuance of Private Placement |
|
|
|
|
$ 23,300
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders' Equity, Reverse Stock Split |
|
|
|
|
|
1-for-100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock, Shares Authorized |
|
|
150,000,000
|
|
|
|
|
150,000,000
|
|
|
|
150,000,000
|
|
|
|
150,000,000
|
150,000,000
|
|
150,000
|
|
Preferred Stock, Shares Authorized |
|
|
50,000,000
|
|
|
|
|
50,000,000
|
|
|
|
50,000,000
|
|
|
|
50,000,000
|
50,000,000
|
|
50,000,000
|
|
Preferred Stock, Par or Stated Value Per Share |
|
|
$ 0.001
|
|
|
|
|
$ 0.001
|
|
|
|
$ 0.001
|
|
|
|
$ 0.001
|
$ 0.001
|
|
$ 0.001
|
|
Common Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders' Equity Attributable to Parent, Total |
|
|
$ 2
|
|
|
|
|
$ 2
|
|
|
|
$ 2
|
|
|
|
$ 2
|
$ 2
|
$ 1
|
|
$ 0
|
Stock Issued During Period, Shares, New Issues |
9,200,000
|
|
|
6,000,000
|
|
|
1,340,000
|
|
|
|
|
|
|
|
|
9,200,000
|
|
|
|
|
Share Price |
$ 8.00
|
|
|
$ 5.75
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders' Equity, Reverse Stock Split |
|
|
|
|
|
On September 26, 2013, we amended and restated our Articles of Incorporation to, among other things, change our name to Lion Biotechnologies, Inc., effect a 1-for-100 reverse stock split (pro-rata reduction of outstanding shares) of our common stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES (Details) - Fair Value, Measurements, Recurring [Member] $ in Thousands |
Dec. 31, 2015
USD ($)
|
Assets, fair value |
$ 90,058
|
Corporate Debt Securities [Member] |
|
Assets, fair value |
70,113
|
Money Market Funds [Member] |
|
Assets, fair value |
19,945
|
Fair Value, Inputs, Level 1 [Member] |
|
Assets, fair value |
19,945
|
Fair Value, Inputs, Level 1 [Member] | Money Market Funds [Member] |
|
Assets, fair value |
19,945
|
Fair Value, Inputs, Level 2 [Member] |
|
Assets, fair value |
70,113
|
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|
Assets, fair value |
70,113
|
Fair Value, Inputs, Level 3 [Member] |
|
Assets, fair value |
0
|
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|
Assets, fair value |
0
|
Fair Value, Inputs, Level 3 [Member] | Money Market Funds [Member] |
|
Assets, fair value |
$ 0
|
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12 Months Ended |
Dec. 31, 2015 |
Dec. 31, 2014 |
Dec. 31, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost, Total |
$ 8,523
|
$ 3,814
|
$ 2,750
|
Research and Development Expense [Member] |
|
|
|
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost, Total |
2,248
|
1,144
|
825
|
General and Administrative Expense [Member] |
|
|
|
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost, Total |
$ 6,275
|
$ 2,670
|
$ 1,925
|
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SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES (Details Textual) - USD ($) $ in Millions |
12 Months Ended |
Dec. 31, 2015 |
Dec. 31, 2014 |
Dec. 31, 2013 |
Reclassification Of Stock Based Compensation Cost |
|
$ 1.1
|
$ 0.8
|
Stock Option Shares Outstanding |
2,693,237
|
1,857,877
|
278,750
|
Class of Warrant or Right, Outstanding |
7,202,216
|
11,084,426
|
12,373,156
|
Computer Equipment [Member] |
|
|
|
Property, Plant and Equipment, Useful Life |
2 years
|
|
|
Office Furniture and Equipment [Member] |
|
|
|
Property, Plant and Equipment, Useful Life |
5 years
|
|
|
Lab Equipment [Member] |
|
|
|
Property, Plant and Equipment, Useful Life |
2 years
|
|
|
Leasehold Improvements [Member] |
|
|
|
Property, Plant and Equipment, Useful Life |
5 years
|
|
|
Convertible Preferred Stock [Member] |
|
|
|
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount |
847,000
|
2,847,000
|
0
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v3.3.1.900
CASH, MONEY MARKET FUNDS, AND SHORT-TERM INVESTMENTS (Details) - USD ($) $ in Thousands |
Dec. 31, 2015 |
Dec. 31, 2014 |
Dec. 31, 2013 |
Dec. 31, 2012 |
Checking and savings accounts (reported as cash and cash equivalents) |
$ 13,642
|
$ 44,909
|
$ 19,672
|
$ 0
|
Money market funds |
19,945
|
0
|
|
|
Corporate debt securities (reported as short-term investments) |
70,113
|
0
|
|
|
Total |
$ 103,700
|
$ 44,909
|
|
|
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v3.3.1.900
CASH, MONEY MARKET FUNDS, AND SHORT-TERM INVESTMENTS (Details Textual) - USD ($) $ in Thousands |
12 Months Ended |
|
Dec. 31, 2015 |
Dec. 31, 2014 |
Available-for-sale Securities, Total |
$ 70,113
|
$ 0
|
Money Market Funds, at Carrying Value |
$ 19,945
|
$ 0
|
Money Market Funds And Short TermInvestments Weighted Average Time To Maturity |
66 days
|
|
Short-term Investments [Member] | Five Companies [Member] |
|
|
Concentration Risk, Percentage |
43.00%
|
|
Short-term Investments [Member] | Various Other Domestic Issuers [Member] |
|
|
Concentration Risk, Percentage |
37.00%
|
|
Short-term Investments [Member] | Foreign Issuer [Member] |
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20.00%
|
|
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v3.3.1.900
PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands |
Dec. 31, 2015 |
Dec. 31, 2014 |
Total Property and equipment, cost |
$ 2,779
|
$ 1,636
|
Less: Accumulated depreciation and amortization |
(1,103)
|
(104)
|
Property and equipment, net |
1,676
|
1,532
|
Lab Equipment [Member] |
|
|
Total Property and equipment, cost |
1,703
|
689
|
Computer Equipment [Member] |
|
|
Total Property and equipment, cost |
85
|
72
|
Office Furniture and Equipment [Member] |
|
|
Total Property and equipment, cost |
138
|
113
|
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|
$ 762
|
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12 Months Ended |
Dec. 31, 2015 |
Dec. 31, 2014 |
Dec. 31, 2013 |
Depreciation, Total |
$ 999
|
$ 88
|
$ 7
|
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|
12 Months Ended |
Dec. 31, 2015 |
Dec. 31, 2014 |
Number of Shares |
|
|
Non-vested shares, Beginning Balance |
782,500
|
0
|
Granted |
15,000
|
782,500
|
Vested |
(284,748)
|
0
|
Forfeited |
(191,500)
|
0
|
Non-vested shares, Ending Balance |
321,252
|
782,500
|
Weighted Average Grant Date Fair Value |
|
|
Weighted Average Grant Date Fair Value, Beginning Balance |
$ 7.04
|
$ 0
|
Granted |
8.44
|
7.04
|
Vested |
4.31
|
0
|
Forfeited |
6.81
|
0
|
Weighted Average Grant Date Fair Value, Ending Balance |
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|
$ 7.04
|
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v3.3.1.900
STOCKHOLDERS' EQUITY (Details Textual) - USD ($) $ / shares in Units, $ in Thousands |
|
|
1 Months Ended |
3 Months Ended |
12 Months Ended |
|
May. 06, 2015 |
Mar. 03, 2015 |
Mar. 31, 2015 |
Dec. 31, 2014 |
Dec. 22, 2014 |
Jul. 31, 2013 |
Dec. 31, 2013 |
Dec. 31, 2015 |
Dec. 31, 2014 |
Dec. 31, 2013 |
Sep. 26, 2013 |
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
Stock Issued During Period, Shares, New Issues |
|
|
9,200,000
|
6,000,000
|
|
|
|
|
|
|
|
Share Price |
|
|
$ 8.00
|
$ 5.75
|
|
|
|
|
$ 5.75
|
|
|
Proceeds from Issuance of Common Stock |
|
|
$ 68,300
|
|
$ 32,200
|
|
|
$ 68,307
|
$ 32,240
|
$ 7,126
|
|
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period |
|
|
|
|
|
|
|
15,000
|
782,500
|
|
|
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period |
|
|
|
|
|
|
|
284,748
|
0
|
|
|
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period |
|
|
|
|
|
|
|
3 years
|
|
|
|
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term |
|
|
|
|
|
|
|
2 years 3 months
|
|
|
|
Cancellation Of Vested Shares |
|
|
|
|
|
|
|
148,565
|
|
|
|
Aggregate Fair Value Cost of Induce Exchange Transation |
|
|
|
|
|
|
|
$ 2,200
|
|
$ 16,600
|
|
Stock Issued During Period, Value, New Issues |
|
|
|
|
|
|
|
$ 68,307
|
|
|
|
Preferred Stock, Par or Stated Value Per Share |
|
|
|
$ 0.001
|
|
|
|
$ 0.001
|
$ 0.001
|
|
$ 0.001
|
Proceeds from Issuance Initial Public Offering |
|
|
|
|
|
|
|
|
$ 32,200
|
|
|
Warrant to Aaquired |
|
|
|
|
|
|
|
|
|
122,734
|
|
Board of Directors Chairman [Member] |
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
Stock Issued During Period, Shares, New Issues |
4,750,000
|
|
|
|
|
|
|
|
|
|
|
Share Price |
$ 10.00
|
|
|
|
|
|
|
|
|
|
|
Common Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
Stock Issued During Period, Shares, New Issues |
|
9,200,000
|
|
|
6,000,000
|
1,340,000
|
|
9,200,000
|
|
|
|
Share Price |
|
$ 8.00
|
|
|
$ 5.75
|
|
|
|
|
|
|
Stock Issued During Period, Value, New Issues |
|
|
|
|
|
$ 6,700
|
|
|
|
|
|
Common Stock [Member] | Issuance Of Common Stock Upon Conversion Of Preferred Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
Conversion of Stock, Shares Issued |
|
|
|
|
|
|
|
4,000
|
11,306
|
|
|
Conversion of Stock, Shares Converted |
|
|
|
|
|
|
|
2,000,000
|
5,653,000
|
|
|
Conversion of Stock, Description |
|
|
|
|
|
|
|
The common shares issued were determined on a formula basis of 500 common shares for each share of Series A Convertible Preferred Stock converted.
|
|
|
|
Investor [Member] | Common Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
Stock Issued During Period, Shares, New Issues |
|
|
|
|
|
|
|
2,173,134
|
|
|
|
Stock Issued During Period, Value, New Issues |
|
|
|
|
|
|
|
$ 2,100
|
|
|
|
Two Owners [Member] | Common Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
Stock Issued During Period, Shares, New Issues |
|
|
|
|
|
|
1,350,000
|
|
|
|
|
Stock Issued During Period, Value, New Issues |
|
|
|
|
|
|
$ 9,900
|
|
|
|
|
Creditor [Member] | Common Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
Stock Issued During Period, Shares, New Issues |
|
|
|
|
|
|
|
122,734
|
|
|
|
Stock Issued During Period, Value, New Issues |
|
|
|
|
|
|
|
$ 100
|
|
|
|
Restricted Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period |
|
|
|
|
|
|
|
|
782,500
|
|
|
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period |
|
|
|
|
|
|
|
797,500
|
|
|
|
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value |
|
|
|
|
|
|
|
$ 4,300
|
|
|
|
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options |
|
|
|
|
|
|
|
$ 1,300
|
|
|
|
Series A Convertible Preferred Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
Conversion of Stock, Shares Issued |
|
|
|
|
|
|
|
500
|
|
|
|
Series A Convertible Preferred Stock [Member] | Private Placement [Member] |
|
|
|
|
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
Stock Issued During Period, Shares, New Issues |
|
|
|
|
|
|
|
17,000
|
|
|
|
Sale of Stock, Price Per Share |
|
|
|
|
|
|
|
$ 2.00
|
|
|
|
Preferred Stock, Par or Stated Value Per Share |
|
|
|
|
|
|
|
$ 1,000
|
|
|
|
X |
- DefinitionThe number of vested shares that are authorized by the employees to the Company to cancel, so as to satisfy withholding requirements related to such vesting
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v3.3.1.900
STOCK OPTIONS AND WARRANTS (Details) - Employee Stock Option [Member] - USD ($) $ / shares in Units, $ in Thousands |
12 Months Ended |
Dec. 31, 2015 |
Dec. 31, 2014 |
Dec. 31, 2013 |
Dec. 31, 2012 |
Shares Under Option |
|
|
|
|
Outstanding, beginning balance |
1,857,877
|
278,750
|
93,750
|
|
Granted |
1,171,984
|
1,604,127
|
225,000
|
|
Exercised |
(42,387)
|
0
|
0
|
|
Expired/Forfeited |
(294,237)
|
(25,000)
|
(40,000)
|
|
Outstanding, ending balance |
2,693,237
|
1,857,877
|
278,750
|
93,750
|
Exercisable |
1,099,043
|
|
|
|
Weighted Average Exercise Price |
|
|
|
|
Outstanding, beginning balance |
$ 7.31
|
$ 23.10
|
$ 109.00
|
|
Granted |
8.12
|
6.58
|
104.00
|
|
Exercised |
0
|
0
|
|
|
Expired/Forfeited |
2.88
|
125.00
|
92.00
|
|
Outstanding, ending balance |
8.12
|
$ 7.31
|
$ 23.10
|
$ 109.00
|
Exercisable |
$ 8.38
|
|
|
|
Weighted Average Remaining Contractual Life |
|
|
|
|
Outstanding |
8 years 7 days
|
8 years 6 months
|
9 years 1 month 6 days
|
8 years 6 months
|
Exercisable |
6 years 11 months 5 days
|
|
|
|
Aggregate Intrinsic Value |
|
|
|
|
Outstanding, beginning balance |
$ 2,874
|
$ 1,176
|
$ 217
|
|
Outstanding, ending balance |
2,347
|
$ 2,874
|
$ 1,176
|
$ 217
|
Exercisable |
$ 1,487
|
|
|
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v3.3.1.900
STOCK OPTIONS AND WARRANTS (Details 1) - Warrant [Member] - USD ($) $ / shares in Units, $ in Thousands |
12 Months Ended |
Dec. 31, 2015 |
Dec. 31, 2014 |
Dec. 31, 2013 |
Dec. 31, 2012 |
Shares Under Warrants |
|
|
|
|
Outstanding, beginning balance |
11,084,426
|
12,373,156
|
108,734
|
|
Issued |
0
|
0
|
12,387,156
|
|
Exercised |
(3,882,210)
|
(1,288,730)
|
0
|
|
Expired |
0
|
0
|
(122,734)
|
|
Outstanding, ending balance |
7,202,216
|
11,084,426
|
12,373,156
|
108,734
|
Weighted Average Exercise Price |
|
|
|
|
Outstanding, beginning balance |
$ 2.51
|
$ 2.51
|
$ 123.00
|
|
Issued |
0
|
|
2.50
|
|
Exercised |
2.5
|
2.50
|
0
|
|
Expired |
0
|
|
|
|
Outstanding, ending balance |
$ 2.51
|
$ 2.51
|
$ 2.51
|
$ 123.00
|
Weighted Average Remaining Contractual Life |
|
|
|
|
Outstanding |
3 years 3 months 18 days
|
3 years 10 months 24 days
|
4 years 1 month 6 days
|
3 years 6 months
|
Aggregate Intrinsic Value |
|
|
|
|
Outstanding, beginning balance |
$ 59,518
|
$ 31,056
|
$ 0
|
|
Outstanding, ending balance |
$ 37,596
|
$ 59,518
|
$ 31,056
|
$ 0
|
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v3.3.1.900
STOCK OPTIONS AND WARRANTS (Details Textual) - USD ($) $ in Thousands |
|
12 Months Ended |
|
Apr. 10, 2015 |
Dec. 31, 2015 |
Dec. 31, 2014 |
Dec. 31, 2013 |
Nov. 30, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] |
|
|
|
|
|
Allocated Share-based Compensation Expense |
|
$ 6,700
|
$ 2,600
|
$ 700
|
|
Proceeds from Warrant Exercises |
|
9,705
|
$ 3,222
|
$ 0
|
|
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options |
|
$ 11,100
|
|
|
|
Warrant [Member] |
|
|
|
|
|
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] |
|
|
|
|
|
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross |
|
0
|
0
|
12,387,156
|
|
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period |
|
3,882,210
|
1,288,730
|
0
|
|
2014 [Member] |
|
|
|
|
|
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] |
|
|
|
|
|
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized |
|
|
|
|
2,350,000
|
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized |
1,650,000
|
|
|
|
|
2014 [Member] | Shares Issued Three [Member] |
|
|
|
|
|
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] |
|
|
|
|
|
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized |
|
4,000,000
|
|
|
|
Employee Stock Option [Member] |
|
|
|
|
|
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] |
|
|
|
|
|
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross |
|
1,171,984
|
|
|
|
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value |
|
$ 10,100
|
|
|
|
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Maximum |
|
218.00%
|
|
|
|
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum |
|
1.57%
|
|
|
|
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term |
|
6 years
|
|
|
|
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Minimum |
|
207.00%
|
|
|
|
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|
Dec. 31, 2015
USD ($)
|
2016 |
$ 152
|
2017 |
157
|
2018 |
162
|
2019 |
167
|
Total |
$ 638
|
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LICENSES AND COMMITMENTS (Details Textual)
|
12 Months Ended |
Dec. 31, 2015
USD ($)
a
|
Dec. 31, 2014
USD ($)
|
License And Commitments [Line Items] |
|
|
License Costs |
$ 3,800,000
|
$ 1,400,000
|
License and Research Agreements [Member] |
|
|
License And Commitments [Line Items] |
|
|
Contractual Obligation, Due in Next Fiscal Year |
$ 2,100,000
|
|
Tampa Lease [Member] |
|
|
License And Commitments [Line Items] |
|
|
Area of Land | a |
5,200
|
|
Operating Leases, Rent Expense |
$ 10,443
|
|
Percentage Of Increase In Lease Rent |
3.00%
|
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QUARTERLY UNAUDITED RESULTS (Details) - USD ($) $ / shares in Units, $ in Thousands |
3 Months Ended |
12 Months Ended |
Dec. 31, 2015 |
Sep. 30, 2015 |
Jun. 30, 2015 |
Mar. 31, 2015 |
Dec. 31, 2014 |
Sep. 30, 2014 |
Jun. 30, 2014 |
Mar. 31, 2014 |
Dec. 31, 2015 |
Dec. 31, 2014 |
Dec. 31, 2013 |
Revenue |
$ 0
|
$ 0
|
$ 0
|
$ 0
|
$ 0
|
$ 0
|
$ 0
|
$ 0
|
$ 0
|
$ 0
|
$ 0
|
Net loss |
$ (8,360)
|
$ (7,635)
|
$ (6,367)
|
$ (5,298)
|
$ (4,651)
|
$ (3,014)
|
$ (2,110)
|
$ (2,260)
|
$ (27,660)
|
$ (12,035)
|
$ (25,382)
|
Net loss per share, basic and diluted |
$ (0.18)
|
$ (0.16)
|
$ (0.14)
|
$ (0.14)
|
$ (0.17)
|
$ (0.11)
|
$ (0.09)
|
$ (0.11)
|
$ (0.62)
|
$ (0.48)
|
$ (3.47)
|
Weighted average shares used in computing net loss per share, basic and diluted |
47,912
|
47,272
|
45,082
|
37,679
|
28,271
|
26,633
|
24,138
|
20,798
|
44,410,036
|
24,985,542
|
9,762,513
|
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