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Financings - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands					3 Months Ended	12 Months Ended
	Feb. 05, 2020	Sep. 12, 2019	Nov. 11, 2018	May 11, 2017	Sep. 30, 2019	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017	Apr. 26, 2006
Class of Stock [Line Items]
Stock issued during period				9,708,738		2,814,673
Issuance & sale of common stock in public offering price per share				$ 5.15
Sale of stock price per share				$ 4.893
Sale of stock consideration received on transaction				$ 47,300
Common stock, par value			$ 0.001			$ 0.001	$ 0.001		$ 0.001
Gross proceeds received						$ 6,085	$ 47,101	$ 47,270
Class of warrant or right, number of securities called by warrants or rights			18,939,394
Warrant Exercise Price per share			$ 2.64
Proceeds from private placement		$ 52,500
Non-cash inducement warrant expense					$ (60,751)	$ 60,751
Subsequent Event [Member]
Class of Stock [Line Items]
Stock issued during period	2,814,673
Gross proceeds received	$ 13,000
At The Market Offering [Member]
Class of Stock [Line Items]
Stock issued during period						1,271,274
Sale of stock consideration received on transaction						$ 6,100
At The Market Offering [Member] \| Subsequent Event [Member]
Class of Stock [Line Items]
Sale of stock consideration received on transaction	$ 13,000
Private Placement [Member]
Class of Stock [Line Items]
Class of warrant or right, number of securities called by warrants or rights		17,803,031				18,939,394
Warrant Exercise Price per share		$ 3.01				$ 3.01
Placement agent fees and other expenses		$ 1,100
Private Placement [Member] \| New Warrants [Member]
Class of Stock [Line Items]
Class of warrant or right, number of securities called by warrants or rights		17,803,031
Warrant Exercise Price per share		$ 7.00
Non-cash inducement warrant expense		$ 60,800				$ 60,800
Securities Purchase Agreement [Member]
Class of Stock [Line Items]
Stock issued during period			18,939,394
Common stock, par value			$ 0.001
par value per share			$ 2.64
Gross proceeds received			$ 47,100			$ 47,100
Underwriting Agreement [Member]
Class of Stock [Line Items]
Stock issued during period						2,814,673
Sale of stock consideration received on transaction						$ 13,000
Underwriting Agreement [Member] \| Subsequent Event [Member]
Class of Stock [Line Items]
Stock issued during period	27,826,086
Issuance & sale of common stock in public offering price per share	$ 3.25
Sale of stock consideration received on transaction	$ 85,000
par value per share	$ 3.055
Underwriting Agreement [Member] \| Maximum [Member] \| Subsequent Event [Member]
Class of Stock [Line Items]
Stock issued during period	4,173,912

BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Current assets:
Cash and cash equivalents	$ 79,741	$ 61,729
Receivables	3,330	1,864
Prepaid expenses and other current assets	22,421	20,692
Total current assets	105,492	84,285
Property and equipment, net	1,110	1,097
Deposits	130	128
Right-of-use asset	2,272
Other non-current assets	110	9,541
Total assets	109,114	95,051
Current liabilities:
Accounts payable	906	707
Accrued expenses	10,846	8,763
Lease liability - current portion	774
Deferred rent - current portion		13
Total current liabilities	12,526	9,483
Lease liability - noncurrent portion	1,578
Deferred rent - noncurrent portion		4
Total liabilities	14,104	9,487
Commitments and contingencies (Note 9)
Preferred stock, $0.001 par value, 30,000,000 shares authorized
Stockholders' equity:
Common stock, $0.001 par value; 250,000,000 shares authorized; 181,803,320 and 161,066,136 shares issued and outstanding at December 31, 2019 and 2018, respectively	182	161
Additional paid-in capital	778,953	651,732
Accumulated deficit	(684,125)	(566,329)
Total stockholders' equity	95,010	85,564
Total liabilities and stockholders' equity	109,114	$ 95,051
Series 1 Preferred Stock
Current liabilities:
Series 1 preferred stock, $1,200 stated value; 250,000 designated; 0 shares issued and outstanding at December 31, 2019 and 2018; liquidation value of $0 million at December 31, 2019 and 2018

STATEMENTS OF CHANGES IN PREFERRED STOCK AND STOCKHOLDERS' Equity (DEFICIT) - USD ($) $ in Thousands	Total	Common Stock	Additional Paid In Capital Common Stock	Accumulated Deficit	Series 1 Preferred Stock - Mezzanine
Balance at Dec. 31, 2016	$ (77,298)	$ 132	$ 580,567	$ (657,997)	$ 125,321
Balance (in shares) at Dec. 31, 2016		132,376,670			106,184
Adjustment for implementation of ASU No. 2014-09, Revenue from Contracts with Customers			122	(122)
Stock-based compensation	8,454		8,454
Issuance of restricted common stock		$ 1	(1)
Issuance of restricted common stock (in shares)		907,032
Exercise of employee stock options	$ 88	$ 1	87
Exercise of employee stock options (in shares)	180,000	59,864
Repurchase of restricted common stock	$ (2,059)	$ (1)	(2,058)
Repurchase of restricted common stock (Shares)		(394,267)
Issuance of common stock in connection with at the market offering, net	47,270	$ 10	47,260
Issuance of common stock in connection with at the market offering, net (in shares)		9,708,738
Preferred stock dividends					$ 18,672
Preferred stock dividends	(18,938)		(18,938)
Preferred stock dividends (in shares)					13,460
Net loss	(54,323)			(54,323)
Balance at Dec. 31, 2017	(96,806)	$ 143	615,493	(712,442)	$ 143,993
Balance (in shares) at Dec. 31, 2017		142,658,037			119,644
Adjustment for implementation of ASU No. 2014-09, Revenue from Contracts with Customers	(8,131)			(8,131)
Stock-based compensation	7,534		7,534
Issuance of restricted common stock	1	$ 2	(1)
Issuance of restricted common stock (in shares)		150,321
Exercise of employee stock options	$ 242	$ 2	240
Exercise of employee stock options (in shares)	104,167	104,166
Cancelled restricted common stock	$ 1	$ (2)	3
Cancelled restricted common stock (in shares)		(271,433)
Repurchase of restricted common stock	(1,624)	$ (3)	(1,621)
Repurchase of restricted common stock (Shares)		(514,349)
Issuance of common stock in connection with at the market offering, net	47,101	$ 19	47,082
Issuance of common stock in connection with at the market offering, net (in shares)		18,939,394
Preferred stock dividends					$ 16,775
Preferred stock dividends	(16,998)		(16,998)
Preferred stock dividends (in shares)					11,415
Settlement of a related party relationship (Note 7)	207,361			207,361	$ (160,767)
Settlement of a related party relationship (Note 7) (in shares)					(131,059)
Net loss	(53,117)			(53,117)
Balance at Dec. 31, 2018	85,564	$ 161	651,732	(566,329)
Balance (in shares) at Dec. 31, 2018		161,066,136
Stock-based compensation	6,341		6,341
Issuance of restricted common stock	1,000	$ 2	998
Issuance of restricted common stock (in shares)		1,519,766
Exercise of employee stock options	$ 1,219		1,219
Exercise of employee stock options (in shares)	581,105	443,051
Cancelled restricted common stock (in shares)		(74,599)
Issuance of common stock upon exercise of warrants, net	$ 60,751		60,751
Repurchase of restricted common stock	(653)		(653)
Repurchase of restricted common stock (Shares)		(225,339)
Issuance of common stock in connection with at the market offering, net	$ 6,085	$ 1	6,084
Issuance of common stock in connection with at the market offering, net (in shares)	2,814,673	1,271,274
Warrant exercise, net of commissions and expenses of $1.1 million	$ 52,499	$ 18	52,481
Warrant exercise, net of commissions and expenses of $1.1 million (in shares)		17,803,031
Net loss	(117,796)			(117,796)
Balance at Dec. 31, 2019	$ 95,010	$ 182	$ 778,953	$ (684,125)
Balance (in shares) at Dec. 31, 2019		181,803,320

Future minimum current and non-current lease liabilities (Detail) $ in Thousands	Dec. 31, 2018 USD ($)
2019	$ 723
2020	736
2021	488
Future minimum lease payments, net	$ 1,947

Organization

12 Months Ended

Dec. 31, 2019

Accounting Policies [Abstract]

Organization

ZIOPHARM Oncology, Inc., which is referred to herein as “ZIOPHARM,” or the “Company,” is a biopharmaceutical company seeking to develop, acquire, and commercialize, on its own or with partners, a diverse portfolio of immuno-oncology therapies.

The Company’s operations to date have consisted primarily of raising capital and conducting research and development. The Company’s fiscal year ends on December 31.

The Company has operated at a loss since its inception in 2003 and has no recurring revenues from operations. The Company anticipates that losses will continue for the foreseeable future. As of December 31, 2019, the Company has approximately

$79.7

million of cash and cash equivalents, in addition to an aggregate of approximately $98.0 million of net proceeds that the Company raised in January and February 2020 from an underwritten public offering and its

at-the-market

facility. Given the Company’s current development plans, the Company anticipates its cash resources, along with the proceeds raised from its recent financing activities, will be sufficient to fund its operations into

mid-2022,

and the Company has no committed sources of additional capital at this time. The Company’s ability to continue operations after its current cash resources are exhausted depends on its ability to obtain additional financing or to achieve profitable operations, as to which no assurances can be given. Cash requirements may vary materially from those now planned because of changes in the Company’s focus and direction of its research and development programs, competitive and technical advances, patent developments, regulatory changes or other developments. If adequate additional funds are not available when required, or if the Company is unsuccessful in entering into partnership agreements for further development of our product candidates, management may need to curtail its development efforts and planned operations to conserve cash.

Selected Quarterly Information (Detail) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2019	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Dec. 31, 2018	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Quarterly Financial Information Disclosure [Abstract]
Revenue								$ 146		$ 146	$ 6,389
Total operating expenses	$ 16,036	$ 13,448	$ 14,753	$ 13,621	$ 12,762	$ 12,570	$ 12,378	16,342
Loss from operations	(16,036)	(13,448)	(14,753)	(13,621)	(12,762)	(12,570)	(12,378)	(16,196)	$ (57,858)	(53,906)	(53,493)
Non-cash inducement warrant expense		(60,751)							60,751
Preferred stock dividends					(342)	(6,074)	(5,462)	(5,120)		(16,998)	(18,938)
Settlement of a related party relationship					207,361
Net income (loss) applicable to common shareholders	$ (15,746)	$ (73,996)	$ (14,620)	$ (13,434)	$ 194,538	$ (18,659)	$ (17,493)	$ (21,140)	$ (117,796)	$ (53,117)	$ (54,323)
Net income (loss) per share, basic	$ (0.09)	$ (0.43)	$ (0.09)	$ (0.08)	$ 1.29	$ (0.13)	$ (0.12)	$ (0.15)	$ (0.70)	$ 0.96	$ (0.53)
Net income (loss) per share, diluted	$ (0.09)	$ (0.43)	$ (0.09)	$ (0.08)	$ 1.29	$ (0.13)	$ (0.12)	$ (0.15)	$ (0.70)	$ 0.96	$ (0.53)

Settlement of a Related Party Relationship - Additional Information (Detail) - USD ($) $ in Thousands		3 Months Ended	12 Months Ended
	Oct. 05, 2018	Dec. 31, 2018	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Transaction advisory costs recognized as expense				$ 2,000
Related party transaction, amounts of transaction		$ 207,361
Research and development expense			$ 38,331	34,134	$ 45,084
Preferred Stock Redemption Discount				207,361
RelatedParty Liability		$ 1,000	100	$ 1,000
Gorilla IL-12 Products
Percentage of development cost shared by other party	80.00%
Percentage of operating profit shared by other party	80.00%
Precigen
Annual Licensing fee			100
Intrexon Corporation/Precigen
Annual Licensing fee	$ 100,000
Reimbursement of historical costs	1,000
Preferred stock, contract liability, derivative liability	163,300
Increase in accumulated deficit	49,500
Related party transaction, amounts of transaction	212,800
Research and development expense			$ 1,000
Additional milestone payment for exclusively licensed program to be paid	52,500
Maximum Royalty payable	$ 100,000
Percentage of sublicensing income	20.00%
Royalty payment to be received	$ 50,000
Intrexon Corporation/Precigen \| Gorilla IL-12 Products
Percentage of development cost shared by other party	20.00%
Percentage of operating profit shared by other party	20.00%
Third Party Vendor
Transaction advisory costs recognized as expense	$ 7,400
Series 1 Preferred Stock [Member]
Transaction advisory costs recognized as expense	5,400
Series 1 Preferred Stock [Member] \| Intrexon Corporation/Precigen
Consideration transferred	207,300
Preferred Stock Redemption Discount	$ 5,400

Leases

12 Months Ended

Dec. 31, 2019

Leases, Operating [Abstract]

Leases

Operating Leases

The Company adopted FASB ASU

No. 2016-02,

Leases

(Topic 842)

on January 1, 2019 using the effective date method, in which it did not restate prior periods. Upon adoption, the Company elected the package of practical expedients permitted under the transition guidance within Topic 842 which, among other things, allowed it to carry forward the historical lease classification. The Company does not allocate consideration in its leases to lease and

non-lease

components and does not record leases on its balance sheets with terms of 12 months or less.

The Company uses its estimated incremental borrowing rate, which is derived from information available at the lease commencement date, in determining the present value of lease payments. The Company’s incremental borrowing rate represents the rate of interest that it would have to pay to borrow over a similar term an amount equal to the lease payments in a similar economic environment. The Company considers publicly available data for instruments with similar terms and characteristics when determining its incremental borrowing rates.

The adoption of Topic 842 resulted in recognition of approximately $1.6 million of

right-of-use

assets and $1.6 million of lease liabilities on the Company’s balance sheets on January 1, 2019. The adoption did not have a material impact on the Company’s statements of operations or accumulated deficit. The Company will review the classification of newly entered leases as either an operating or a finance lease and recognize a related

right-of-use

asset and lease liabilities on its balance sheets upon commencement.

In June 2012, the Company entered into a master lease for the Company’s corporate

office

headquarters in Boston, which was originally set to expire in August 2016, but renewed through August 31, 2021. As of December 31, 2019, and December 31, 2018, a total security deposit of $0.1 million is included in deposits on the Company’s balance sheet. On January 30, 2018, the Company entered into a lease agreement for office space in Houston at MD Anderson. Under the terms of the MD Anderson Lease, the Company leases approximately two hundred and ten square feet and are required to make rental payments at an average monthly rate of approximately $1.0 thousand through April 2021. All future rent expense incurred in Houston, will be deducted from the Company’s prepayments at MD Anderson.

On March 12, 2019, the Company entered into a lease agreement for office space in Houston. Under the terms of the First Houston Lease agreement, the Company leases approximately one thousand and thirty-eight square feet and is required to make rental payments at an average monthly rate of approximately $2.0 thousand through April 2021. On October 15, 2019, the Company entered into a lease agreement for additional office space in Houston. Under the terms of the Second Houston Lease, the Company leases approximately eight thousand four hundred and forty-three square feet and is initially required to make rental payments of approximately $17.0 thousand through February 2027, subject to an annual base rent increase of approximately 3.0% throughout the term.

The components of lease expense were as follows:


(in thousands)	Year Ended December 31, 2019
Operating lease cost	$	772

Total lease cost	$	772

Weighted-average remaining lease term (years)		4.42
Weighted-average discount rate		8.00	%

Cash paid for amounts included in the measurement of the lease liabilities were $0.7 million for the year-ended December 31, 2019. The Company recognized new operating lease assets obtained in exchange for operating lease liabilities of $1.2 million for the year-ended December 31, 2019.

As of December 31, 2019, the maturities of the Company’s operating lease liabilities were as follows (in thousands):


Maturity of Lease Liabilities	Operating Leases
2020	$	925
2021		701
2022		213
2023		220
2024		226
Thereafter		514

Total lease payments	$	2,799
Less: Imputed Interest and Adjustments		(447	)

Present value of lease payments	$	2,352

Disclosures related to periods prior to adoption of the New Lease Standard

Prior to the adoption of ASC 842, the Company recorded rent expense on a straight-line basis over the term of the lease under ASC 840. Total rent expense was approximately $0.7 million and $0.7 million for the years ended December 31, 2018 and 2017, respectively.

For comparative purposes, the Company’s aggregate future minimum

non-cancellable

commitments under operating leases as of December 31, 2018 were as follows:


2019		723
2020		736
2021		488

Future minimum lease payments, net	$	1,947

Employee Benefit Plan - Additional Information (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Retirement Benefits [Abstract]
Defined benefit plan contributions by employer	$ 404	$ 329	$ 90

Leases - Additional Information (Details)			12 Months Ended
Leases - Additional Information (Details)	Oct. 15, 2019 USD ($) ft²	Mar. 12, 2019 USD ($) ft²	Dec. 31, 2019 USD ($)	Dec. 31, 2018 USD ($)	Dec. 31, 2017 USD ($)	Jan. 01, 2019 USD ($)	Jan. 30, 2018 USD ($) ft²
Land Subject to Ground Leases \| ft²		1,038
Lessee Operating Lease Monthly Average Rental Payment		$ 2,000
Operating Lease, Payments			$ 700,000
Total rent expense				$ 700,000	$ 700,000
Operating Lease, Right-of-Use Asset			2,272,000
Operating Lease, Liability			2,352,000
Recognisition in exchange of Operating Lease Liabilities			1,200,000
Boston, MA
Security Deposit			$ 100,000	$ 100,000
Sublease term amendment			Aug. 31, 2021
Operating lease expiration month and year			2016-08
Houston, TX
Land Subject to Ground Leases \| ft²	8,443
Operating Lease Area \| ft²							210
Operating Leases Future Minimum Monthly Payment Due Through Year 2021	$ 17,000						$ 1,000
Annual Base Rent	3.00%
Adjustments for New Accounting Pronouncement [Member]
Operating Lease, Right-of-Use Asset						$ 1,600,000
Operating Lease, Liability						$ 1,600,000

Selected Quarterly Information (Unaudited)

12 Months Ended

Dec. 31, 2019

Quarterly Financial Information Disclosure [Abstract]

Selected Quarterly Information (Unaudited)

17.

Selected Quarterly Information (Unaudited)

(in thousands, except per share amounts)


Year Ended December 31, 2019	First Quarter			Second Quarter			Third Quarter			Fourth Quarter
Revenue	$	—		$	—		$	—		$	—
Total operating expenses		13,621			14,753			13,448			16,036
Loss from operations		(13,621	)		(14,753	)		(13,448	)		(16,036	)
Non-cash inducement warrant expense		—			—			(60,751	)		—
Net income (loss) applicable to common shareholders		(13,434	)		(14,620	)		(73,996	)		(15,746	)
Net income (loss) per share, basic	$	(0.08	)	$	(0.09	)	$	(0.43	)	$	(0.09	)
Net income (loss) per share, diluted	$	(0.08	)	$	(0.09	)	$	(0.43	)	$	(0.09	)

Year Ended December 31, 2018	First Quarter			Second Quarter			Third Quarter			Fourth Quarter
Revenue	$	146		$	—		$	—		$	—
Total operating expenses		16,342			12,378			12,570			12,762
Loss from operations		(16,196	)		(12,378	)		(12,570	)		(12,762	)
Preferred stock dividends		(5,120	)		(5,462	)		(6,074	)		(342	)
Settlement of a related party relationship		—			—			—			207,361
Net income (loss) applicable to common shareholders		(21,140	)		(17,493	)		(18,659	)		194,538
Net income (loss) per share, basic	$	(0.15	)	$	(0.12	)	$	(0.13	)	$	1.29
Net income (loss) per share, diluted	$	(0.15	)	$	(0.12	)	$	(0.13	)	$	1.29

Component of Property and Equipment, Net (Detail) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Property, Plant and Equipment [Line Items]
Property and equipment, Gross	$ 5,942	$ 5,300
Less: accumulated depreciation	(4,832)	(4,203)
Property and equipment, net	1,110	1,097
Office and computer equipment
Property, Plant and Equipment [Line Items]
Property and equipment, Gross	1,436	1,249
Software
Property, Plant and Equipment [Line Items]
Property and equipment, Gross	1,030	1,030
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment, Gross	1,892	1,839
Research and development equipment
Property, Plant and Equipment [Line Items]
Property and equipment, Gross	1,195	$ 1,182
Capital in-process
Property, Plant and Equipment [Line Items]
Property and equipment, Gross	$ 389

Joint Venture - Additional Information (Detail) - USD ($) $ in Millions	Jul. 05, 2019	Dec. 31, 2019	Jan. 03, 2019	Dec. 31, 2018
Subsidiary or Equity Method Investee [Line Items]
Common stock, shares issued		181,803,320		161,066,136
Eden Bio Cell [Member]
Subsidiary or Equity Method Investee [Line Items]
Equity method investments		$ 0.0
Ziopharm [Member] \| Eden Bio Cell [Member]
Subsidiary or Equity Method Investee [Line Items]
Equity interest in affilated entity	50.00%
Tri Arm [Member] \| Eden Bio Cell [Member]
Subsidiary or Equity Method Investee [Line Items]
Equity interest in affilated entity	50.00%
Tri Arm [Member] \| License Agreement Terms [Member] \| Eden Bio Cell [Member]
Subsidiary or Equity Method Investee [Line Items]
Milestone payment made	$ 10.0
Conditional milestone amount payable	$ 25.0
Share Subscription Agreement [Member] \| Ziopharm [Member] \| Eden Bio Cell [Member]
Subsidiary or Equity Method Investee [Line Items]
Common stock, shares issued			10,000,000
Share Subscription Agreement [Member] \| Tri Arm [Member] \| Eden Bio Cell [Member]
Subsidiary or Equity Method Investee [Line Items]
Common stock, shares issued			10,000,000

Joint Venture

12 Months Ended

Dec. 31, 2019

Equity Method Investments and Joint Ventures [Abstract]

Joint Venture

16.

Joint Venture

On December 18, 2018, the Company entered into a Framework Agreement with TriArm Therapeutics, Ltd., or TriArm, whereby the parties will launch Eden BioCell, Ltd., or Eden BioCell, to lead clinical development and commercialization of certain Sleeping Beauty-generated

CAR-T

therapies as set forth in a separate license agreement.

On January 3, 2019, Eden BioCell was incorporated in Hong Kong as a private company. Eden BioCell, the Company and TriArm entered into a Share Subscription Agreement on January 23, 2019, where the Company and TriArm agreed to contribute certain intellectual property, services and cash (only with respect to TriArm) to Eden BioCell to subscribe for a certain number of newly issued ordinary shares in the share capital of Eden BioCell. On the closing date, upon the issuance and subscription of the shares, in respect of the aforementioned consideration, 10,000,000 ordinary shares were issued to the Company and 10,000,000 ordinary shares were issued to TriArm.

The closing of the transaction occurred on July 5, 2019. The Framework Agreement and Share Subscription Agreements were each respectively amended to be effective as of this date. Upon consummation of the joint venture, Eden BioCell and the Company also entered into a license agreement, pursuant to which the Company licensed the rights to Eden BioCell for third-generation

Sleeping Beauty

-generated

CAR-T

therapies targeting the CD19 antigen for the territory of China (including Macau and Hong Kong), Taiwan and Korea. Eden BioCell will be responsible for certain milestone and royalty payments to related to the Company’s license agreements with MD Anderson and PGEN, Inc. (Note 7). TriArm entered into a Master Services Agreement with Eden BioCell and contributed $10.0 million of cash on the closing date. TriArm also committed to contribute an additional $25.0 million to Eden BioCell over time through the achievement of specified milestones. TriArm and the Company each received a 50% equity interest in the joint venture in exchange for their contributions to Eden BioCell.

As of July 5, 2019, as a result of the design and purpose of Eden BioCell, the Company determined that Eden BioCell was considered a variable interest entity, or VIE, and concluded that it is not the primary beneficiary of the VIE as it did not have the power to direct the activities of the VIE that most significantly impact its performance. Rather, the Company accounts for the equity interest in Eden BioCell under the equity method of accounting as it has the ability to exercise significant influence over the operations of Eden BioCell.

The Company determined that Eden BioCell was not a customer and therefore, accounted for the transaction as the transfer of nonfinancial assets to be recognized at their fair value on the contribution date. The fair value of the intellectual property contributed to Eden BioCell had a de minimis value due to the early stage of the technology and the likelihood of clinical success. Due to the de minimis fair value of the intellectual property contributed, the Company did not record a gain or loss on this transaction and recognized a value of $0 for the equity-method investment.

Lease expense (Detail) $ in Thousands	12 Months Ended
Lease expense (Detail) $ in Thousands	Dec. 31, 2019 USD ($)
Operating lease cost	$ 772
Total lease cost	$ 772
Weighted-average remaining lease term (years)	4 years 5 months 1 day
Weighted-average discount rate	8.00%

Warrants - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands			3 Months Ended	12 Months Ended
	Sep. 12, 2019	Nov. 11, 2018	Sep. 30, 2019	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Number of securities into which the class of warrant converted		18,939,394
Warrant Exercise Per share		$ 2.64
Fair Value Assumptions Expected volatility Rate Maximum				85.00%	84.71%	81.03%
Fair Value Assumptions Risk Free Interest Rate Maximum				2.53%	3.06%	2.27%
Fair Value Assumptions Expected Term1				5 years	6 years	6 years
Net Proceeds from Underwriting				$ 6,085	$ 47,101	$ 47,270
Proceeds from private placement	$ 52,500
Non-cash inducement warrant expense			$ (60,751)	$ 60,751
MD Anderson Warrant [Member]
Number of securities into which the class of warrant converted				3,333,333
Warrant Exercise Per share				$ 0.001
Grant Date Fair Value of a warrant				$ 14,500
Warrant Expiry date				Dec. 31, 2026
Securities Purchase Agreement [Member]
Net Proceeds from Underwriting		$ 47,100		$ 47,100
Private Placement [Member]
Number of securities into which the class of warrant converted	17,803,031			18,939,394
Warrant Exercise Per share	$ 3.01			$ 3.01
Grant Date Fair Value of a warrant				$ 18,400
Fair Value Assumptions Expected volatility Rate Maximum				71.00%
Fair Value Assumptions Risk Free Interest Rate Maximum				2.99%
Placement agent fees and other expenses	$ 1,100
Private Placement [Member] \| New Warrants [Member]
Number of securities into which the class of warrant converted	17,803,031
Warrant Exercise Per share	$ 7.00
Non-cash inducement warrant expense	$ 60,800			$ 60,800

Significant Component of Deferred Tax Assets (Detail) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Net operating loss carryforwards	$ 124,115	$ 106,430
Deferred tax assets:
Start-up and organizational costs	30,480	33,977
Research and development credit carryforwards	35,130	33,684
Stock compensation	1,087	990
Capitalized acquisition costs	4,501	5,160
Lease liability	626
Depreciation	176	132
Other	1,186	920
Deferred Tax Assets Gross	197,301	181,293
Less valuation allowance	(196,696)	(181,293)
Total deferred tax assets	605	0
Deferred tax liabilities:
Right of use asset	(605)	0
Total deferred tax liabilities	(605)	0
Net deferred taxes	$ 0	$ 0

Component of Accrued Expenses (Detail) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Payables and Accruals [Abstract]
Clinical consulting services	$ 5,247	$ 3,003
Employee compensation	1,910	1,786
Preclinical services	1,147	1,247
Manufacturing services	586	1,164
Professional services	991	745
Accrued vacation	489	363
Payroll taxes and benefits	284	349
Other consulting services	192	106
Total	$ 10,846	$ 8,763

Stock Option Activity Under Stock Option Plan (Detail) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Number of Shares
Beginning Balance	5,277,085	3,852,135	3,465,335
Granted	2,880,691	1,744,950	688,800
Exercised	(581,105)	(104,167)	(180,000)
Cancelled	(1,733,792)	(215,833)	(122,000)
Ending Balance	5,842,879	5,277,085	3,852,135
Options exercisable, at end of period	2,765,357	3,099,935
Options available for future grant	2,503,508
Weighted Average Exercise Price
Beginning Balance	$ 4.24	$ 5.12	$ 5.07
Granted	3.40	2.35	5.27
Exercised	3.30	2.30	3.67
Cancelled	4.21	5.72	6.64
Ending Balance	3.21	4.24	$ 5.12
Options exercisable, at end of period	$ 4.39	$ 5.15
Weighted Average Contractual Term (Years)
Outstanding, at end of period	8 years 25 days
Options exercisable, at end of period	6 years 8 months 12 days	4 years 11 months 4 days
Aggregate Intrinsic Value
Outstanding, at end of period	$ 7,482
Options exercisable, at end of period	$ 3,603	$ 88

Income Taxes

12 Months Ended

Dec. 31, 2019

Income Tax Disclosure [Abstract]

Income Taxes

11.

Income

Taxes

There is no provision for income taxes because the Company has incurred operating losses since inception. The reported amount of income tax expense for the years differs from the amount that would result from applying domestic federal statutory tax rates to pretax losses primarily because of the changes in the valuation allowance. Significant components of the Company’s deferred tax assets at December 31, 2019 and 2018 are as follows:


	December 31,
(in thousands)	2019			2018
Deferred tax assets:
Net operating loss carryforwards	$	124,115		$	106,430
Start-up and organizational costs		30,480			33,977
Research and development credit carryforwards		35,130			33,684
Stock compensation		1,087			990
Capitalized acquisition costs		4,501			5,160
Lease liability		626			—
Depreciation		176			132
Other		1,186			920

		197,301			181,293
Less valuation allowance		(196,696	)		(181,293	)

Total deferred tax assets		605			—

Deferred tax liabilities:
Right of use asset		(605	)		—

Total deferred tax liabilities	$	(605	)	$	—

Net deferred tax e s	$	—		$	—

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. At December 31, 2019, the Company has aggregate net operating loss carryforwards for federal tax purposes of approximately $470 million, of which $342 million is available to offset future federal taxable income to the extent permitted under the Internal Revenue Code, or IRC, expiring in varying amounts through 2039 and approximately $128 million can be carried forward indefinitely. The Company also has approximately $404 million of state net operating loss carryforwards available to offset future state taxable income, expiring at various dates through 2039. Additionally, the Company has approximately $35.0 million of research and development credits at December 31, 2019, expiring in varying amounts through 2039, which may be available to reduce future taxes.

In March 2016, the FASB issued ASU

No. 2016-09,

“Improvements to Employee Share-Based Payment Accounting” (ASU

2016-09),

which is intended to simplify several aspects of accounting for share-based payment transactions, including the income tax effects, statutory withholding requirements, forfeitures, and classification on the statement of cash flows. ASU

2016-09

is effective for annual reporting periods after December 15, 2016, including interim reporting periods within each annual reporting period. The Company adopted this standard on January 1, 2017. The update revises requirements in the following areas: minimum statutory withholding, accounting for income taxes, and forfeitures. Prior to adoption, the Company recognized share-based compensation, net of estimated forfeitures, over the vesting period of the grant. Upon adoption of ASU

2016-09,

the Company elected to change its accounting policy to recognize forfeitures as they occur. The new forfeiture policy election was adopted using a modified retrospective approach with a cumulative effect adjustment of $122 thousand recorded to retained earnings as of January 1, 2017. The update requires the Company to recognize the income tax effect of awards in the income statement when the awards vest or are settled without triggering a liability. The income tax related items had no effect on the current period presentation and the Company maintains a full valuation allowance against its deferred tax assets. As a result, an accumulated excess tax benefit of 10.2 million was recognized as a deferred tax asset with a full valuation allowance against it. Additionally, the Company continued to estimate the number of awards expected to be vested. The adoption had no material impact on the Company’s financial statements for the 2017 tax year or the interim periods within.

In May 2014, the FASB issued an accounting standard update which provides for new revenue recognition guidance, superseding nearly all prior revenue recognition guidance. The new revenue standard outlines a single comprehensive model for accounting for revenue from contracts with customers and requires more detailed revenue disclosures.

The Company adopted the new revenue standard on January 1, 2018 and as a result of the adoption increased deferred revenue by $8.1 million and decreased retained earnings by the same amount. Previously the Company had recorded revenue of $15.9 million and had deferred revenue of $41.5 million at December 31, 2017. The increase in the deferred revenue represented the recapture of revenue that was previously recorded and taxed. There was no impact to tax as the increase to the deferred tax asset was fully offset by the Company’s full valuation allowance.

Under the IRC Section 382, certain substantial changes in the Company’s ownership may limit the amount of net operating loss carryforwards that can be utilized in any one year to offset future taxable income.

Section 382 of the IRC provides limits to which a corporation that has undergone a change in ownership (as defined) can utilize any net operating loss, or NOL, and general business tax credit carryforwards it may have. The Company commissioned an analysis to determine whether Section 382 could limit the use of its carryforwards in this manner. After completing the analysis, it was determined an ownership change had occurred in February 2007. As a result of this change, the Company’s NOL’s and general business tax credits from February 23, 2007 and prior would be completely limited under IRC Section 382. The deferred tax assets related to NOL’s and general business credits have been reduced by $11.2 million and $636 thousand, respectively, as a result of the change. The Company updated the IRC Section 382 analysis through December 31, 2018. There was no change in ownership at this time.

The Company has provided a valuation allowance for the full amount of these net deferred tax assets, since it is more likely than not that these future benefits will not be realized. However, these deferred tax assets may be available to offset future income tax liabilities and expenses. The valuation allowance

creased by $15.4 million in 2019 primarily due to net operating loss carryforwards and the increase in research and development credits.

Income taxes using the federal statutory income tax rate differ from the Company’s effective tax rate primarily due to

non-deductible

expenses related to the Company’s issuance of preferred stock along with the change in the valuation allowance on deferred tax assets.

A reconciliation of income tax expense (benefit) at the statutory federal income tax rate and income taxes as reflected in the financial statements is as follows:


	Year Ended December 31,
(in thousands)	2019			2018			2017
Federal income tax at statutory rates		21	%		21	%		34	%
State income tax, net of federal tax benefit		3	%		4	%		4	%
Non-cash inducement warrant expense		-11	%		0	%		0	%
Research and development credits		1	%		2	%		3	%
Stock compensation		0	%		-1	%		-1	%
Research and development true-up		0	%		0	%		-7	%
Officers compensation		0	%		-1	%		-2	%
Other		-1	%		-2	%		-3	%
Federal rate change		0	%		3	%		-124	%
Change in valuation allowance		-13	%		-26	%		96	%

Effective tax rate		0	%		0	%		0	%

The Company adopted ASC740, “Accounting for Uncertain Tax Positions” on January 1, 2007. ASC 740 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with FASB Statement No. 109, “Accounting for Income Taxes.” ASC 740 prescribes a recognition threshold and measurement of a tax position taken or expected to be taken in a tax return. The Company did not establish any additional reserves for uncertain tax liabilities upon adoption of ASC 740. There were no adjustments to its uncertain tax positions in the years ended December 31, 2019, 2018, and 2017.

The Company has not recognized any interest and penalties in the statement of operations because of the Company’s net operating losses and tax credits that are available to be carried forward. When necessary, the Company will account for interest and penalties related to uncertain tax positions as part of its provision for federal and state income taxes. The Company does not expect the amounts of unrecognized benefits will change significantly within the next twelve months.

The Company is currently open to audit under the statute of limitations by the Internal Revenue Service and state jurisdictions for the years ended December 31, 1999 through 2019.

The Tax Cuts and Jobs Act, or the “Tax Act,” was enacted in December 2017. The act significantly changes US tax law by, among other things, lowering US corporate income tax rates, implementing a territorial tax system, and imposing a

one-time

transition tax on deemed repatriated earnings of foreign subsidiaries. The Tax Act reduces the US corporate income tax rate from 35% to 21%, effective January 1, 2018. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse. As a result of the reduction in the US corporate tax rate from 35% to 21% under the Tax Act, the Company revalued its ending net deferred tax assets at December 31, 2017. There was no impact as a result of the revaluation of the deferred tax assets as the calculated provisional tax benefit of approximately $67.0 million was offset by the Company’s subsequent change in valuation allowance. There was no impact to the Company with regards to the implementation of the territorial tax system as the Company has no foreign subsidiaries.

Related Party Transactions - Additional Information (Detail) - USD ($)		12 Months Ended
	Jun. 29, 2016	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2015
Related Party Transaction [Line Items]
Change in fair value of derivative liability		$ 0	$ 158,000	$ (1,295,000)
Amounts expensed for services incurred		57,858,000	54,052,000	59,882,000
Research and development expense		38,331,000	34,134,000	45,084,000
MD Anderson License and the Research and Development Agreement Member [Member]
Related Party Transaction [Line Items]
Cash resources on hand		20,300,000
Series 1 Preferred Stock
Related Party Transaction [Line Items]
Temporary equity, fair value		18,900,000
Change in fair value of derivative liability		1,300
License Agreement \| M.D. Anderson Cancer Center
Related Party Transaction [Line Items]
Issuance of common stock in licensing agreement (in shares)					11,722,163
Research and development expense					$ 67,300,000
Cooperative Research and Development Agreement \| M.D. Anderson Cancer Center
Related Party Transaction [Line Items]
Research and development service agreement aggregate payments		41,900,000
Intrexon Corporation/Precigen
Related Party Transaction [Line Items]
Amounts expensed for services incurred		3,000,000	8,100,000	$ 21,400,000
Amount due to related party, current		100,000	$ 1,900,000
Research and development expense		$ 1,000,000
Intrexon Corporation/Precigen \| Series 1 Preferred Stock
Related Party Transaction [Line Items]
Issuance of common stock in licensing agreement (in shares)	100,000	11,415

Related Party Transactions

12 Months Ended

Dec. 31, 2019

Related Party Transactions

Collaborations with Precigen/ PGEN

During the year ended December 31, 2018, the Company and PGEN entered into an Exclusive License Agreement (Note 7).

During the year ended December 31, 2018, the Company issued an aggregate of 11,415 shares of Series 1 preferred stock to Precigen, the holder of all of the outstanding shares of the Company’s Series 1 preferred stock, as monthly dividend payments. The Company recorded such shares of Series 1 preferred stock at a fair value of $18.9 million, which is a component of temporary equity and recorded a loss on the change of the derivative liabilities in the amount of $1.3 million. See Notes 3 and 13 for additional discussion regarding the accounting for and valuation of these derivative financial instruments.

During the years ended December 31, 2019, 2018, and 2017, the Company expensed $3.0 million, $8.1 million, and $21.4 million, respectively, for services performed by Precigen. As of December 31, 2019, and 2018, the Company recorded $0.1

million

and $1.9 million, respectively, in current liabilities on its balance sheet for amounts due to Precigen.

Collaboration with PGEN and MD Anderson

On January 13, 2015, the

ompany, together with Precigen, entered into the MD Anderson License with MD Anderson (which Precigen subsequently assigned to PGEN). Pursuant to the MD Anderson License, the company, together with PGEN, hold an exclusive, worldwide license to certain technologies owned and licensed by MD Anderson including technologies relating to novel CAR

T-cell

therapies,

non-viral

gene transfer systems, genetic modification and/or propagation of immune cells and other cellular therapy approaches, Natural Killer, or NK Cells, and TCRs, arising from the laboratory of Laurence Cooper, M.D., Ph.D., who became the Company’s Chief Executive Officer in May 2015 and was formerly a tenured professor of pediatrics at MD Anderson and is now currently a visiting scientist under that institution’s policies. In partial consideration for entering into the MD Anderson License, the Company issued MD Anderson an aggregate of 11,722,163 shares of common stock for which the Company incurred a $67.3 million charge recorded in 2015.

During the year ending December 31, 2019, the Company did not make any payments to MD Anderson, and the total aggregate payments in connection with this agreement are $41.9 million. The net balance of cash resources on hand at MD Anderson available to offset expenses and future costs is $20.3 million, which is included in

prepaid expenses and

other current assets. The classification is based on management’s current estimate of plans to utilize the prepaid balance and is subject to revision on a quarterly basis.

Stock Option Plan

12 Months Ended

Dec. 31, 2019

Text Block [Abstract]

Stock Options And Restricted Stock Awards Text Block [Text Block]

14.

Stock Option Plan

The Company adopted the 2012 Equity Incentive Plan, or the “2012 Plan,” in May 2012. Including subsequent increases, the Company ha

reserved 14.0 million shares for issuance. At December 31, 2019, there are 5,842,879 shares reserved for issuance and 2,503,508 available for future grant.

As of December 31, 2019 the Company had outstanding options to its employees to purchase up to 4,550,071 shares of the Company’s common stock, to its directors to purchase up to 1,282,808 shares of the Company’s common stock, as well as options to consultants in connection with services rendered to purchase up to 10,000 shares of the Company’s common stock.

Stock options to employees generally vest ratably in

either quarterly or

annual installments over three years, commencing on the first anniversary of the grant date and have contractual terms of ten years. Stock options to directors generally vest ratably over one or

two

years and have contractual terms of ten years. Stock options are valued using the Black-Scholes option pricing model and compensation is recognized based on such fair value over the period of vesting on a straight-line basis. The Company has also reserved an aggregate of 1,030,000 additional shares for issuance under options granted outside of the 2003 and 2012 Plans.

Proceeds from the option exercises during the years ended December 31, 2019, 2018, and 2017 amounted to $1.2 million, $0.2 million and $0.1 million respectively. The intrinsic value of these options amounted to $1.1 million, $0.1 million and $0.2 million for years ended December 31, 2019, 2018 and 2017, respectively.

Transactions under the 2012 Plan for the years ending December 31, 2019, 2018, and 2017 were as follows:


(in thousands, except share and per share data)	Number of Shares			Weighted- Average Exercise Price		Weighted- Average Contractual Term (Years)		Aggregate Intrinsic Value
Outstanding, December 31, 2016		3,465,335		$	5.07
Granted		688,800			5.27
Exercised		(180,000	)		3.67
Cancelled		(122,000	)		6.64

Outstanding, December 31, 2017		3,852,135			5.12
Granted		1,744,950			2.35
Exercised		(104,167	)		2.30
Cancelled		(215,833	)		5.72

Outstanding, December 31, 2018		5,277,085			4.24
Granted		2,880,691			3.40
Exercised		(581,105	)		3.30
Cancelled		(1,733,792	)		4.21

Outstanding, December 31, 2019		5,842,879		$	3.21		8.07	$	7,482

Options exercisable, December 31, 2019		2,765,357		$	4.39		6.70	$	3,603

Options exercisable, December 31, 2018		3,099,935		$	5.15		4.93	$	88

Options available for future grant at December 31, 2019		2,503,508

In September 2017, the Company granted 500,000

inducement

stock

opt

ion

, with an exercise price of $6.16 per share, which vests ratably in annual installments over three years, commencing on the first anniversary of the grant date and has a contractual term of ten years. The grant date fair value was $2.2 million.

On July 22, 2019, August 19, 2019, and November 21, 2019, the Company granted 400,000, 65,000, and 65,000 shares of its common stock, with exercise prices of $5.60, $5.18, and $4.59, respectively. The options vest ratably, over four years, commencing with one quarter on the first anniversary of the grant date and then quarterly thereafter. The options have a contractual term of ten years. These options were granted outside of the 2012

lan and therefore, are not included in the table above. The grant date fair value was $1.5 million, $231 thousand, and $193 thousand, respectively. As of December 31, 2019, all 1,030,000 options are outstanding.

At December 31, 2019, total unrecognized compensation costs related to

non-vested

stock options outstanding amounted to $9.0 million. The cost is expected to be recognized over a weighted-average period of 1.78 years.

Restricted Stock

In January 2019, the Company issued 947,108 shares of restricted stock to its employees, which vest ratably in annual installments over three years, commencing on the first anniversary of the grant date. In September 2019, the Company issued 15,000 shares of restricted stock to its employees, which vest ratably in annual installments over four years, commencing with

one-quarter

on the first anniversary of the grant date and then quarterly thereafter. In December 2018, the Company issued 30,000 shares of restricted stock to its employees, which vest ratably in annual installments over three years, commencing on the first anniversary of the grant date. In December 2017, the Company issued 838,000 shares of restricted stock to its employees, which vest ratably in annual installments over three years, commencing on the first anniversary of the grant date. In December 2019, the Company issued 111,230 shares of restricted stock to its

non-employee

directors, which vest in their entirety on the

one-year

anniversary of the grant date. In December 2018, the Company issued 120,321 shares of restricted stock to its

non-employee

directors, which vest in their entirety on the

one-year

anniversary of the grant date. In December 2017, the Company issued 69,032 shares of restricted stock to its

non-employee

directors, which vest in their entirety on the

one-year

anniversary of the grant date.

In January 2019, one of the Company’s executives received 446,428 shares of restricted stock in lieu of their annual cash bonus. The shares were immediately vested.

In the year ended December 31, 2019, the Company repurchased 225,339 shares at average prices ranging from $2.24 to 4.72 to cover payroll taxes. In the year ended December 31, 2018, the Company repurchased 514,349 shares at average prices ranging from $1.70 to 4.41 to cover payroll taxes. In the year ended December 31, 2017, the Company repurchased 394,269 shares at average prices ranging from $4.14 to $7.12 to cover payroll taxes. A summary of the status of restricted stock as of December 31, 2019, 2018 and 2017 is as follows:


	Number of Shares			Weighted-Average Grant Date Fair Value
Non-vested, December 31, 2016		1,680,492		$	7.49
Granted		907,032			4.14
Vested		(778,965	)		7.66
Cancelled		—			—

Non-vested, December 31, 2017		1,808,559			5.74
Granted		150,321			1.87
Vested		(1,005,377	)		6.62
Cancelled		(271,433	)		5.00

Non-vested, December 31, 2018		682,070			3.47
Granted		1,519,766			2.44
Vested		(1,187,601	)		2.82
Cancelled		(74,599	)		3.41

Non-vested, December 31, 2019		939,636		$	2.93

As of December 31, 2019, there was $2.7 million of total unrecognized stock-based compensation expense related to

non-vested

restricted stock arrangements. The expense is expected to be recognized over a weighted-average period of 1.29 years.

Settlement of a Related Party Relationship

12 Months Ended

Dec. 31, 2019

Settlement of relatedparty relationship

Settlement of a Related Party Relationship

Exclusive License Agreement with PGEN Therapeutics

On October 5, 2018, the Company entered into the license agreement with PGEN. As between the Company and PGEN, the terms of the License Agreement replace and supersede the terms of: (a) that certain Exclusive Channel Partner Agreement by and between the Company and Precigen, dated January 6, 2011, as amended by the First Amendment to Exclusive Channel Partner Agreement effective September 13, 2011, the Second Amendment to the Exclusive Channel Partner Agreement effective March 27, 2015, and the Third Amendment to Exclusive Channel Partner Agreement effective June 29, 2016, which was subsequently assigned by Precigen to PGEN; (b) certain rights and obligations pursuant to that certain License and Collaboration Agreement effective March 27, 2015 between ZIOPHARM, Precigen and ARES TRADING Trading S.A., or Ares Trading, a subsidiary of Merck KGaA, or Merck, as assigned by Precigen to PGEN, or the Ares Trading Agreement; (c) that certain License Agreement between the Company, Precigen, and MD Anderson, with an effective date of January 13, 2015, or the MD Anderson License, which was subsequently assigned by Precigen and assumed by PGEN effective as of January 1, 2018; and (d) that certain Research and Development Agreement between the Company, Precigen and MD Anderson with an effective date of August 17, 2015, or the Research and Development Agreement, and any amendments or statements of work thereto.

Pursuant to the terms of the License Agreement, PGEN has granted the Company exclusive, worldwide rights to research, develop and commercialize (i) products utilizing PGEN’s RheoSwitch® gene switch, or RTS®, for the treatment of cancer, referred to as IL-12 Products, (ii) CAR products directed to (A) CD19 for the treatment of cancer, referred to as CD19 Products, and (B) a second target for the treatment of cancer, subject to the rights of Ares Trading to pursue such target under the Ares Trading Agreement, and (iii) T-cell receptor, or TCR, products designed for neoantigens for the treatment of cancer. PGEN has also granted the Company an exclusive, worldwide, royalty-bearing, sub-licensable license for certain patents relating to the

Sleeping Beauty

technology to research, develop and commercialize TCR products for both neoantigens and shared antigens for the treatment of cancer, referred to as TCR Products.

The Company is solely responsible for all aspects of the research, development and commercialization of the exclusively licensed products for the treatment of cancer. The Company is required to use commercially reasonable efforts to develop and commercialize

IL-12

Products and CD19 Products and after a

two-year

period, the TCR Products.

PGEN has also granted the Company an exclusive, worldwide, royalty-bearing,

sub-licensable

license to research, develop and commercialize products utilizing an additional construct that expresses RTS

IL-12

for the treatment of cancer, referred to as Gorilla

IL-12

Products.

In consideration of the licenses and other rights granted by PGEN, we will pay PGEN an annual license fee of $100 thousand and we have agreed to reimburse PGEN for certain historical costs of the licensed programs up to

$1.0 million, payable quarterly. The Company determined that the fair value of this program was $1.0 million and this was expensed in accordance with ASC 730, Research and Development during the year ended December 31, 2018. The Company recorded a liability for $0.1

million

and

$1.0 million for the years ended December 31, 2019 and 2018, respectively, and has included these amounts in

ccrued expenses on the balance sheet.

The agreement also calls for an annual license fee of $100 thousand as long as the agreement is effective. The Company will also make milestone payments totaling up to an additional $52.5 million for each exclusively licensed program upon the initiation of later stage clinical trials and upon the approval of exclusively licensed products in various jurisdictions. In addition, the Company will pay PGEN tiered royalties ranging from

low-single

digit to high-single digit on the net sales derived from the sales of any approved

IL-12

Products and CAR Products. The Company will also pay PGEN royalties ranging from

low-single

digit to

mid-single

digit on the net sales derived from the sales of any approved TCR Products, up to a maximum royalty amount of $100.0 million in the aggregate. The Company will also pay PGEN 20% of any sublicensing income received by the Company relating to the licensed products.

The Company is responsible for all development costs associated with each of the licensed products, other than Gorilla

IL-12

Products. The Company and PGEN will share the development costs and operating profits for Gorilla

IL-12

Products, with the Company responsible for 80% of the development costs and receiving 80% of the operating profits, and PGEN responsible for the remaining 20% of the development costs and receiving 20% of the operating profits.

PGEN will pay the Company royalties ranging from

low-single

digits to

mid-single

digits on the net sales derived from the sale of PGEN’s CAR products, up to $50.0 million.

In consideration of the Company entering into the License Agreement, Precigen forfeited and returned to the Company all shares of the Company’s Series 1 preferred stock held by or payable to Precigen as of the date of the License Agreement. In addition, PGEN is required to transfer all of Ziopharm’s rights and obligations under the Ares Trading Agreement to Precigen (or its’ affiliate). As a result, Ziopharm shall not be responsible for any remaining obligations under the Merck Agreement. Additionally, Precigen forfeited and returned to the Company all shares of the Company’s Series 1 preferred stock held by or payable to Precigen as of the date of the License Agreement.

The Company determined that this transaction represented a capital transaction between related parties. The Company fair valued the preferred stock and the derivative liability on the date of the transaction, noting a total fair value of $163.3 million. The relinquishment of the Ziopharm’s obligation under the Ares Trading Agreement was also considered part of the overall capital transaction. The Company recognized an additional credit to accumulated deficit of $49.5 million as a result of the relief of the obligation under the Ares Trading Agreement (Note 7). The total amount of the settlement was $212.8 million.

The Company incurred approximately $7.4 million of transaction advisory costs with third-party vendors, of which $5.4 million was considered a direct cost associated with the Series 1 preferred stock extinguishment and is also included as part of the consideration transferred. The remaining $2.0 million of transaction costs were recognized as an expense during the year ended December 31, 2018.

The Company recognized a net credit to accumulated deficit of $207.3 million, calculated as the difference in the carrying value of the Series 1 preferred stock, derivative liability, and contract liability, and the consideration transferred of $5.4 million, in connection with the transaction. This amount is included in net income available to common shareholders in the calculation of earnings per share for the year ended December 31, 2018 (Note 3).

Commitments and Contingencies - Additional Information (Detail) - USD ($)				1 Months Ended	12 Months Ended
	May 28, 2019	May 11, 2017	Jan. 13, 2015	Jul. 31, 2015	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017	Jan. 01, 2021	Nov. 28, 2020	Oct. 22, 2019	Feb. 19, 2019	Nov. 11, 2018	Oct. 05, 2018	May 31, 2016	Dec. 31, 2014	Aug. 24, 2004
Accrued Payments
Research and development expense					$ 38,331,000	$ 34,134,000	$ 45,084,000
Cash balance					79,741,000	61,729,000	$ 70,946,000
Agreement commencement date							2015-05
Number of Warrants												18,939,394
MD Anderson License and the Research and Development Agreement Member [Member]
Accrued Payments
Research and development service agreement aggregate quarterly payments					0	2,700,000
Reimbursement of historical costs										$ 20,000,000
Accrued Payments										3,000,000
Number of Warrants								3,333,333
Aggregate potential benchmark payments										$ 36,500,000
CRADA Agreement [Member]
Accrued Payments
Obligations due under contract											$ 5,000,000
Quarterly payments under contract					$ 2,500,000
License Agreement with the National Cancer Institute [Member]
Accrued Payments
Expected cash payment payable per installments	$ 500,000
The University of Texas MD Anderson Cancer Center and The Texas A & M University System
Accrued Payments
Milestone maximum payment																$ 4,500,000
Options to purchase common stock					50,222
Shares vested					37,666
The University of Texas MD Anderson Cancer Center and The Texas A & M University System \| Research and Development Expense
Accrued Payments
Issuance of common stock in a license agreement					$ 87,000
The University of Texas MD Anderson Cancer Center and The Texas A & M University System \| Upon enrollment of the first patient in a multi-center pivotal clinical trial
Accrued Payments
Shares vested															12,556
Solasia
Accrued Payments
Upfront payment received		$ 5,000,000
Milestone payment received														$ 1,000,000
Milestone Payments Payable														$ 1,000,000
ARES Trading License
Accrued Payments
Research and development expense						$ 100,000	$ 1,600,000
License Agreement with the National Cancer Institute [Member]
Accrued Payments
Reimbursement of historical costs	46,000
Expected Cash Payment Payable	1,500,000				500,000
Minimum Royalties Amount Payable	$ 300,000
Description Of First Annual Royalty Payable	The first minimum annual royalty payment is payable on the date that is eighteen months following the date of the Patent License.
Description Of First Benchmark Payable	The first benchmark payment of $0.1 million will be due upon the initiation of the Company’s first sponsored phase 1 clinical trial of a licensed product or licensed process in the field of use licensed under the Patent License.
Description Of option To terminate Agreement	The NCI may terminate or modify the Patent License in the event of a material breach, including if the Company does not meet certain milestones by certain dates, or upon certain insolvency events that remain uncured following the date that is 90 days following written notice of such breach or insolvency event.
Agreement termination, notice period	60 days
payments under the Patent License	$ 600,000				1,000,000
License Agreement with the National Cancer Institute [Member] \| Performance Based Payments Member [Member]
Accrued Payments
Aggregate Benchmark Payments Payable	4,300,000
License Agreement with the National Cancer Institute [Member] \| One Time Benchmark Payments [Member]
Accrued Payments
Potential Benchmark Payments Payable	12,000,000
License Agreement with the National Cancer Institute [Member] \| Scenario, Forecast [Member]
Accrued Payments
Expected Cash Payment Payable									$ 1,500,000
Minimum Royalties Amount Payable									$ 100,000
License Agreement with the National Cancer Institute [Member] \| Post Marketing Approval [Member] \| Performance Based Payments Member [Member]
Accrued Payments
Aggregate Benchmark Payments Payable	3,000,000
License Agreement with the National Cancer Institute [Member] \| licensed products [Member] \| One Time Benchmark Payments [Member]
Accrued Payments
Maximum Sales Revenue On Which Benchmark Payments Payable	$ 1,000,000,000
Prepaid Expenses and Other Current Assets
Accrued Payments
Prepaid Patent					300,000
Prepaid Expenses and Other Current Assets \| MD Anderson License
Accrued Payments
Cash balance					20,300,000
Intrexon Corporation
Accrued Payments
Licensing fee				$ 115,000,000
Research and development expense					$ 1,000,000
Upfront payment received				$ 57,500,000
Percentage of upfront fee Payable				50.00%
Reimbursement of historical costs													$ 1,000,000
Minimum [Member] \| MD Anderson License and the Research and Development Agreement Member [Member]
Accrued Payments
Research and development expense			$ 15,000,000
Maximum [Member] \| MD Anderson License and the Research and Development Agreement Member [Member]
Accrued Payments
Research and development expense			$ 20,000,000

Impact of Topic 606 Adoption on Financial Statements (Detail) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended								12 Months Ended
	Jan. 02, 2018	Dec. 31, 2019	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Dec. 31, 2018	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017	Jan. 01, 2018
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Contract liability, current portion												$ 6,389
Contract liability, net of current portion												35,139
Accumulated deficit		$ (684,125)				$ (566,329)				$ (684,125)	$ (566,329)	(712,442)
Collaboration revenue									$ 146		146	6,389
Net loss		$ (15,746)	$ (73,996)	$ (14,620)	$ (13,434)	$ 194,538	$ (18,659)	$ (17,493)	$ (21,140)	(117,796)	(53,117)	(54,323)
Net income (loss) applicable to common shareholders										$ (117,796)	$ 137,246	$ (73,261)
Net income (loss) per share—basic		$ (0.09)	$ (0.43)	$ (0.09)	$ (0.08)	$ 1.29	$ (0.13)	$ (0.12)	$ (0.15)	$ (0.70)	$ 0.96	$ (0.53)
Net income (loss) per share—diluted		$ (0.09)	$ (0.43)	$ (0.09)	$ (0.08)	$ 1.29	$ (0.13)	$ (0.12)	$ (0.15)	$ (0.70)	$ 0.96	$ (0.53)
Net loss		$ (15,746)	$ (73,996)	$ (14,620)	$ (13,434)	$ 194,538	$ (18,659)	$ (17,493)	$ (21,140)	$ (117,796)	$ (53,117)	$ (54,323)
Changes in contract liability											(146)	(6,389)
ASU 2014-09
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Contract liability, current portion												622
Contract liability, net of current portion												49,037
Accumulated deficit												(720,573)
Difference between Revenue Guidance in Effect before and after Topic 606
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Accumulated deficit													$ 8,100
Changes in contract liability	$ 8,100
Difference between Revenue Guidance in Effect before and after Topic 606 \| ASU 2014-09
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Contract liability, current portion												(5,767)
Contract liability, net of current portion												13,898
Accumulated deficit												$ (8,131)
Collaboration revenue											(4,732)
Net loss											(4,732)
Net income (loss) applicable to common shareholders											$ (4,732)
Net income (loss) per share—basic											$ (0.03)
Net income (loss) per share—diluted											$ (0.03)
Net loss											$ (4,732)
Changes in contract liability										$ 0	0
Calculated under Revenue Guidance in Effect before Topic 606 \| ASU 2014-09
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Collaboration revenue											4,878
Net loss											(48,385)
Net income (loss) applicable to common shareholders											$ 141,978
Net income (loss) per share—basic											$ 0.99
Net income (loss) per share—diluted											$ 0.99
Net loss											$ (48,385)

Organization - Additional Information (Detail) - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
	Feb. 29, 2020	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Proceeds from Issuance Initial Public Offering		$ 6,085
Cash and cash equivalents		$ 79,741	$ 61,729	$ 70,946
Subsequent Event [Member]
Proceeds from Issuance Initial Public Offering	$ 98,000

Fair Value of Stock Options Assumptions Using Black-Scholes Option Valuation Model (Detail)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Risk-free interest rate, Minimum	1.39%	2.55%	1.85%
Risk-free interest rate, Maximum	2.53%	3.06%	2.27%
Expected life in years	5 years	6 years	6 years
Expected volatility, Minimum	71.39%	80.75%	80.31%
Expected volatility, Maximum	85.00%	84.71%	81.03%
Expected dividend yield	0.00%	0.00%	0.00%
Maximum [Member]
Expected life in years	6 years 3 months
Minimum [Member]
Expected life in years	5 years 9 months

Cover Page - USD ($)	12 Months Ended
Cover Page - USD ($)	Dec. 31, 2019	Feb. 14, 2020	Jun. 28, 2019
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2019
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	FY
Entity Registrant Name	ZIOPHARM ONCOLOGY INC
Entity Central Index Key	0001107421
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Trading Symbol	ZIOP
Entity Emerging Growth Company	false
Entity Small Business	false
Entity Public Float			$ 834,869,811
Entity Common Stock, Shares Outstanding		212,999,979
Entity Interactive Data Current	Yes
Title of 12(b) Security	Common Stock
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Shell Company	false
Entity Address, State or Province	MA

Derivative Financial Instruments (Tables)

12 Months Ended

Dec. 31, 2019

Change in Derivative Liability

The change in the derivative liability for the years ended December 31, 2019, 2018 and 2017 consists of the following:


	Fair Value
Balance, December 31, 2016	$	862
Dividends		267
Change in fair value		1,295

Balance, December 31, 2017	$	2,424
Dividends		223
Change in fair value		(158	)
Settlement of a related party relationship		(2,489	)

Balance, December 31, 2018	$	—
Dividends		—
Change in fair value		—
Balance, December 31, 2019	$	—

Series 1 Preferred Stock

Fair Value Assumptions Used in Probability Weighted Approach and Monte Carlo Simulation Model

The fair value of the Series 1 preferred stock dividends was estimated using a probability-weighted approach and a Monte Carlo simulation model. The fair value of the embedded derivatives was estimated using the “with” and “without” method where the preferred stock was first valued with all of its features (“with” scenario) and then without derivatives subject to the valuation analysis (“without” scenario). The fair value of the derivatives was then estimated as the difference between the fair value of the preferred stock in the “with” scenario and the preferred stock in the “without” scenario. The model also takes into account, management estimates of clinical success/failure based upon market studies and probability of potential conversion and liquidation events. If these estimates were different, the valuations would change, and that change could be material. Inputs to the models included the following:


		December 31,
		2018
Risk-free interest rate		2.50 - 3.13%
Expected dividend rate		0
Expected volatility		77.6 - 82.4%
Preferred stock conversion limit - percentage of outstanding common stock		19.90%
Preferred conversion floor price		$1.00

Derivative Financial Instruments

12 Months Ended

Dec. 31, 2019

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Financial Instruments

13.

Derivative Financial Instruments

The Company determined that certain embedded features related to the Series 1 preferred stock were derivative financial instruments. The company values the embedded derivative financial instruments related to the Series 1 preferred stock as Level 3 financial liabilities (Note 3).

On October 5, 2018, the Company entered into the License Agreement with PGEN. In partial consideration for the termination of the former agreements, the Company and PGEN agreed that Precigen would forfeit all outstanding shares of the Series 1 preferred stock held by Precigen, including any accrued dividends and related financial instruments. Thus, upon closing of the transaction, these derivative financial instruments were no longer outstanding (Note 7).

The change in the derivative liability for the years ended December 31, 2019, 2018 and 2017 consists of the following:


	Fair Value
Balance, December 31, 2016	$	862
Dividends		267
Change in fair value		1,295

Balance, December 31, 2017	$	2,424
Dividends		223
Change in fair value		(158	)
Settlement of a related party relationship		(2,489	)

Balance, December 31, 2018	$	—
Dividends		—
Change in fair value		—
Balance, December 31, 2019	$	—


		December 31,
		2018
Risk-free interest rate		2.50 - 3.13%
Expected dividend rate		0
Expected volatility		77.6 - 82.4%
Preferred stock conversion limit - percentage of outstanding common stock		19.90%
Preferred conversion floor price		$1.00

BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions	Dec. 31, 2019	Dec. 31, 2018
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	30,000,000	30,000,000
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	250,000,000	250,000,000
Common stock, shares issued	181,803,320	161,066,136
Common stock, shares outstanding	181,803,320	161,066,136
Series 1 Preferred Stock
Preferred stock, stated value	$ 1,200	$ 1,200
Preferred stock, shares authorized	250,000	250,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Preferred stock, liquidation preference	$ 0	$ 0

STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Cash flows from operating activities:
Net loss	$ (117,796)	$ (53,117)	$ (54,323)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	629	575	369
Stock-based compensation	7,341	7,534	8,454
Non-cash inducement warrant expense	60,751
Change in fair value of derivative liabilities	0	(158)	1,295
(Increase) decrease in:
Receivables	(1,466)	(1,845)	2
Prepaid expenses and other current assets	(1,729)	(1,263)	3,992
Deposits	(2)
Other noncurrent assets	9,431	3,942	(12,991)
Increase (decrease) in:
Accounts payable	199	(3,709)	4,261
Accrued expenses	1,725	(1,145)	800
Deferred revenue		(146)	(6,389)
Deferred rent	0	(125)	(139)
Lease liabilities	63
Net cash used in operating activities	(40,854)	(49,457)	(54,669)
Cash flows from investing activities:
Purchases of property and equipment	(284)	(459)	(737)
Net cash used in investing activities	(284)	(459)	(737)
Cash flows from financing activities:
Proceeds from exercise of stock options	1,219	240	88
Issuance of restricted common stock			(2,059)
Repurchase of common stock	(653)	(1,622)	0
Proceeds from issuance of common stock, net			47,270
Proceeds from underwritten financing		47,101
Issuance of common stock upon exercise of warrants, net	52,499
Issuance of common stock in connection with an at the market offering, net	6,085
Cash paid for settlement of related party relationship		(5,408)
Net cash provided by financing activities	59,150	40,311	45,299
Net decrease in cash and cash equivalents, and restricted cash	18,012	(9,605)	(10,107)
Cash and cash equivalents, and restricted cash, beginning of period	61,729	71,334	81,441
Cash and cash equivalents, and restricted cash, end of period	79,741	61,729	71,334
Supplementary disclosure of cash flow information:
Bonus paid in common stock	1,000
Fixed assets in accrued expenses	$ 358
Supplementary disclosure of noncash investing and financing activities:
Noncash portion of related party relationship settlement		212,769
Series 1 Preferred Stock
Supplementary disclosure of noncash investing and financing activities:
Payment of dividends in preferred stock		$ 16,998	$ 18,938

Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	$ 68,031	$ 24,437
Quoted Prices in Active Markets for Identical Assets/Liabilities (Level 1)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	$ 68,031	$ 24,437

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2019

Accounting Policies [Abstract]

Basis of Presentation

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America or U.S. GAAP.

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 the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although the Company regularly assesses these estimates, actual results could differ from those estimates. Changes in estimates are recorded in the period in which they become known.

The Company’s most significant estimates and judgments used in the preparation of the financial statements are:

•

Clinical trial expenses;

•

Collaboration agreements;

•

Fair value measurements of stock-based compensation and Series 1 preferred stock (and related dividends); and

•

Income taxes.

Subsequent Events

The Company evaluated all events and transactions that occurred after the balance sheet date through the date of this filing. Except as disclosed below, the Company did not have any material subsequent events that impacted its financial statements or disclosures.

February 2020 Public Offering

On February 5, 2020, the Company entered into an underwriting agreement with Jefferies, as representative of the several underwriters named therein, relating to the issuance and sale of 27,826,086 shares of its common stock. The net proceeds from the offering were approximately $85.0 million after deducting underwriting discounts and offering expenses paid by the Company (see Note 2).

At-the-Market

Offering

Subsequent to the balance sheet date, the Company sold an aggregate of 2,814,673

shares of its common stock. The offering was made pursuant to the Company’s effective registration statement on Form

S-3ASR

(File No. 333-232283) previously filed with the SEC, and a prospectus supplement thereunder. The net proceeds from the offering were approximately

$13.0 million after deducting underwriting discounts and offering expenses payable by the Company.

Amendment - License Agreement with the National Cancer Institute

On January 8, 2020, we amended the Patent License to expand the TCR library licensed from the NCI to include additional TCRs reactive to mutated KRAS and TP53 neoantigens. Under the amendment to the patent license, we agreed to pay the NCI a cash payment of $600,000 within sixty days of the amendment.

Cash and Cash Equivalents

Cash equivalents consist primarily of demand deposit accounts and deposits in short-term U.S. treasury money market mutual funds. Cash equivalents are stated at cost, which approximates fair market value. The following table provides a reconciliation of cash, cash equivalents, and restricted cash within the statement of financial position that sum to the total of the same such amounts shown in the statement of cash flows.


	December 31,
(in thousands)	2019		2018		2017
Cash and cash equivalents	$	79,741	$	61,729	$	70,946
Restricted cash included in prepaid expenses and other current assets		—		—		388

Total cash, cash equivalents, and restricted cash shown in the statement of cash flows	$	79,741	$	61,729	$	71,334

Concentrations of Credit Risk

Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company maintains cash accounts in commercial banks, which may, at times, exceed federally insured limits. The Company has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents.

Property and Equipment

Property and equipment are recorded at cost. Expenditures for maintenance and repairs are charged to expense while the costs of significant improvements are capitalized. Depreciation is provided using the straight-line method over the following estimated useful lives of the related assets, which is between three and five years. Upon retirement or sale, the cost of the assets disposed of and the related accumulated depreciation are eliminated from the balance sheets and related gains or losses are reflected in the statements of operations.

Long-Lived Assets

The Company reviews the carrying values of its long-lived assets for possible impairment whenever events or changes in circumstances indicate that the carrying amounts of the assets may not be recoverable. Any long-lived assets held for disposal are reported at the lower of their carrying amounts or fair values less costs to sell.

Operating Segments

Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, the Company’s Chief Executive Officer, in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business in one operating segment and does not track expenses on a

program-by-program

basis.

Warrants

The Company assesses whether warrants issued require accounting as derivatives. The Company determined that the warrants were (1) indexed to the Company’s own stock and (2) classified in stockholders’ equity in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 815,

Derivatives and Hedging

. As such, the Company has concluded the warrants meet the scope exception for determining whether the instruments require accounting as derivatives and should be classified in stockholders’ equity.

Fair Value Measurements

The Company has certain financial assets and liabilities recorded at fair value which have been classified as Level 1, 2 or 3 within the fair value hierarchy as described in the accounting standards for fair value measurements.

•

Level 1—Quoted prices in active markets for identical assets or liabilities.

•

Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

•

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.

Assets and liabilities measured at fair value on a recurring basis as of December 31, 2019 and 2018 are as follows:


($ in thousands)			Fair Value Measurements at Reporting Date Using
Description	Balance as of December 31, 2019		Quoted Prices in Active Markets for Identical Assets/Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Cash equivalents	$	68,031	$	68,031	$	—	$	—


($ in thousands)			Fair Value Measurements at Reporting Date Using
Description	Balance as of December 31, 2018		Quoted Prices in Active Markets for Identical Assets/Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Cash equivalents	$	24,437	$	24,437	$	—	$	—

The cash equivalents represent demand deposit accounts and deposits in a short-term United States treasury money market mutual fund quoted in an active market and classified as a Level 1 asset.

Revenue Recognition from Collaboration Agreements

The Company adopted Accounting Standards Codification, or ASC Topic 606,

Revenue from Contracts with Customers,

or ASC 606, using the modified retrospective approach on January 1, 2018. The Company completed its assessment and the implementation resulted in a cumulative effect adjustment to accumulated deficit as of January 1, 2018 of approximately $8.1 million and a corresponding increase to the contract liability (formerly deferred revenue). The adjustment to the Company’s financial statements due to the adoption of ASC 606 is related to the Company’s Ares Trading Agreement (Note 6), which was the Company’s sole open revenue contract outstanding at January 1, 2018.

The Company primarily generates revenue through collaboration arrangements with strategic partners for the development and commercialization of product candidates. Commencing January 1, 2018, the Company recognized revenue in accordance with ASC 606 which replaced ASC 605,

Multiple Element Arrangements

, as used in historical years. The core principle of ASC 606 is that an entity should recognize revenue to depict the transfer of promised goods and/or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and/or services. To determine the appropriate amount of revenue to be recognized for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following steps: (i) identify the contract(s) with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract and (v) recognize revenue when (or as) each performance obligation is satisfied.

The Company recognizes collaboration revenue under certain of the Company’s license or collaboration agreements that are within the scope of ASC 606. The Company’s contracts with customers typically include promises related to licenses to intellectual property, research and development services and options to purchase additional goods and/or services. If the license to the Company’s intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenue from

non-refundable,

up-front

fees allocated to the license when the license is transferred to the licensee and the licensee is able to use and benefit from the license. For licenses that are bundled with other promises, the Company utilizes judgement to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue from

non-refundable,

up-front

fees. Contracts that include an option to acquire additional goods and/or services are evaluated to determine if such option provides a material right to the customer that it would not have received without entering into the contract. If so, the option is accounted for as a separate performance obligation. If not, the option is considered a marketing offer which would be accounted for as a separate contract upon the customer’s election.

The terms of the Company’s arrangements with customers typically include the payment of one or more of the following:

(i) non-refundable,

up-front

payment, (ii) development, regulatory and commercial milestone payments, (iii) future options and (iv) royalties on net sales of licensed products. Accordingly, the transaction price is generally comprised of a fixed fee due at contract inception and variable consideration in the form of milestone payments due upon the achievement of specified events and tiered royalties earned when customers recognize net sales of licensed products. The Company measures the transaction price based on the amount of consideration to which it expects to be entitled in exchange for transferring the promised goods and/or services to the customer. The Company utilizes the most likely amount method to estimate the amount of variable consideration, to predict the amount of consideration to which it will be entitled for its one open contract. Amounts of variable consideration are included in the transaction price to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. At the inception of each arrangement that includes development and regulatory milestone payments, the Company evaluates whether the associated event is considered probable of achievement and estimates the amount to be included in the transaction price using the most likely amount method. Milestone payments that are not within the control of the Company or the licensee, such as those dependent upon receipt of regulatory approval, are not considered to be probable of achievement until the triggering event occurs. At the end of each reporting period, the Company reevaluates the probability of achievement of each milestone and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative

catch-up

basis, which would affect revenue and net loss in the period of adjustment. For arrangements that include sales-based royalties, including milestone payments based upon the achievement of a certain level of product sales, the Company recognizes revenue upon the later of: (i) when the related sales occur or (ii) when the performance obligation to which some or all of the payment has been allocated has been satisfied (or partially satisfied). To date, the Company has not recognized any development, regulatory or commercial milestones or royalty revenue resulting from any of its collaboration arrangements. Consideration that would be received for optional goods and/or services is excluded from the transaction price at contract inception.

The Company allocates the transaction price to each performance obligation identified in the contract on a relative standalone selling price basis. However, certain components of variable consideration are allocated specifically to one or more particular performance obligations in a contact to the extent both of the following criteria are met: (i) the terms of the payment relate specifically to the efforts to satisfy the performance obligation or transfer the distinct good or service and (ii) allocating the variable amount of consideration entirely to the performance obligation or the distinct good or service is consistent with the allocation objective of the standard whereby the amount allocated depicts the amount of consideration to which the entity expects to be entitled in exchange for transferring the promised goods or services. The Company develops assumptions that require judgment to determine the standalone selling price for each performance obligation identified in each contract. The key assumptions utilized in determining the standalone selling price for each performance obligation may include forecasted revenues, development timelines, estimated research and development costs, discount rates, likelihood of exercise and probabilities of technical and regulatory success.

Revenue is recognized based on the amount of the transaction price that is allocated to each respective performance obligation when or as the performance obligation is satisfied by transferring a promised good and/or service to the customer. For performance obligations that are satisfied over time, the Company recognizes revenue by measuring the progress toward complete satisfaction of the performance obligation using a single method of measuring progress which depicts the performance in transferring control of the associated goods and/or services to the customer. The Company uses input methods to measure the progress toward the complete satisfaction of performance obligations satisfied over time. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. Any such adjustments are recorded on a cumulative

catch-up

basis, which would affect revenue and net loss in the period of adjustment.

he Company recognized the upfront payment

received in 2015

associated

a former

open contract as a contract liability upon receipt of payment as it requires deferral of revenue recognition to a future period until the Company performs its obligations under the arrangement. Amounts expected to be recognized as revenue within the twelve months following the balance sheet date

classified in current liabilities. Amounts not expected to be recognized as revenue within the twelve months following the balance sheet date

were

classified as contract liabilities, net of current portion. The Company determined that there were three performance obligations; the first performance obligation consists of the license and research development services and the other two performance obligations are material rights as it relates to potential future targets that have not yet been identified. As described above, the transaction price of $57.5 million was allocated to the performance obligations based on their relative standalone selling prices.

There

were

multiple distinct performance obligations, including material rights; thus, the Company allocate

the transaction price to each distinct performance obligation based on its relative standalone selling price. The standalone selling price is generally determined based on the prices charged to customers or using expected cost-plus margin. Revenue is recognized by measuring the progress toward complete satisfaction of the performance obligations using an input measure. Furthermore, the Company has not capitalized any contract costs under the guidance in ASC

340-40,

Other Assets and Deferred Costs: Contracts with Customers

The Company d

not believe that any variable consideration should be included in the transaction price at the date of adoption of ASC 606 on January 1, 2018. Such assessment considered the application of the constraint to ensure that estimates of variable consideration would be included in the transaction price only to the extent the Company had a high degree of confidence that revenue would not be reversed in a subsequent reporting period. The Company will

re-evaluate

the transaction price, including the estimated variable consideration included in the transaction price and all constrained amounts, in each reporting period and as other changes in circumstances occur.

Impact of Topic 606 Adoption

As a result of adopting ASC 606, the Company recorded an $8.1 million adjustment to the opening balance of accumulated deficit in the first quarter of 2018 as a result of the treatment of the

up-front

consideration received in July 2015 under ASC

605-25

versus ASC 606. Refer below for a summary of the amount by which each financial statement line item was affected by the impact of the cumulative adjustment:


($ in thousands)	Impact of Topic 606 Adoption on the Balance Sheet as of January 1, 2018
Description	As reported under Topic 606			Adjustments			Balances without adoption of Topic 606
Contract liability, current portion	$	622		$	(5,767	)	$	6,389
Contract liability, net of current portion	$	49,037		$	13,898		$	35,139
Accumulated deficit	$	(720,573	)	$	(8,131	)	$	(712,442	)

($ in thousands)	Impact of Topic 606 Adoption on the Statement of Operations for the Year Ended December 31, 2018
Description	As reported under Topic 606			Adjustments			Balances without adoption of Topic 606
Collaboration revenue	$	146		$	(4,732	)	$	4,878
Net loss	$	(53,117	)	$	(4,732	)	$	(48,385	)
Net income (loss) applicable to common shareholders	$	137,246		$	(4,732	)	$	141,978
Net income (loss) per share - basic	$	0.96		$	(0.03	)	$	0.99
Net income (loss) per share - diluted	$	0.96		$	(0.03	)	$	0.99

($ in thousands)	Impact of Topic 606 Adoption on the Statement of Cash Flows for the Year Ended December 31, 2018
Description	As reported under Topic 606			Adjustments			Balances without adoption of Topic 606
Net loss	$	(53,117	)	$	(4,732	)	$	(48,385	)
Changes in contract liability	$	—		$	—		$	—

The most significant change above relates to the Company’s collaboration revenue, which to date has been exclusively generated from its collaboration arrangement with Ares Trading and PGEN

Therap

eutic

, a

wholly owned subsidiary of Precigen I

nc., or

recigen

, w

hich was

formerly

known

as I

rexon

orporation

(Note 8). Under ASC 605, the Company accounted for the

up-front

payment over the estimated period of performance of the research and development services which was estimated to be 9 years. In connection with the adoption of ASC 606, the Company uses cost-based input method to measure progress because such method best reflects the satisfaction of the performance obligation. In applying the cost-based input method of revenue recognition, the Company uses actual costs incurred relative to the budgeted costs to complete the research programs. These costs consist primarily of internal full-time equivalent effort and third-party contract costs. Revenue is recognized based on actual costs incurred as a percentage of total budgeted costs. As a result, although the performance obligations noted above and identified under ASC 606 were generally consistent with the units of account identified under ASC 605, the timing of the allocation of the transaction price to the identified performance obligations under ASC 606 differed from the allocations of consideration under ASC 605. Accordingly, the transaction price ultimately allocated to each performance obligation under ASC 606 differed from the amounts allocated under ASC 605. Additionally, at December 31, 2018, the contract liability is $0 under both methods of revenue recognition (Note 7). There is no revenue related to the year ended December 31, 2019.

Research and Development Costs

Research and development expenditures are charged to the statement of operations as incurred. Such costs include proprietary research and development activities, purchased research and development, and expenses associated with research and development contracts, whether performed by the Company or contracted with independent third parties.

Income Taxes

Income taxes are accounted for under the liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences of temporary differences between the financial statement carrying amounts and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which the temporary differences are expected to be recovered or settled. The Company evaluates the realizability of its deferred tax assets and establishes a valuation allowance when it is more likely than not that all or a portion of deferred tax assets will not be realized.

The Company accounts for uncertain tax positions using a

“more-likely-than-not”

threshold for recognizing and resolving uncertain tax positions. The evaluation of uncertain tax positions is based on factors including, but not limited to, changes in tax law, the measurement of tax positions taken or expected to be taken in tax returns, the effective settlement of matters subject to audit, new audit activity and changes in facts or circumstances related to a tax position. The Company evaluates this tax position on an annual basis. The Company also accrues for potential interest and penalties, related to unrecognized tax benefits in income tax expense (Note 11).

Accounting for Stock-Based Compensation

Stock-based compensation cost is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense over the employee’s requisite service period. Stock-based compensation expense is based on the number of awards ultimately expected to vest and is therefore reduced for an estimate of the awards that are expected to be forfeited prior to vesting. Consistent with prior years, the Company uses the Black-Scholes option pricing model which requires estimates of the expected term option holders will retain their options before exercising them and the estimated volatility of the Company’s common stock price over the expected term.

The Company recognizes the full impact of its share-based employee payment plans in the statements of operations for each of the years ended December 31, 2019, 2018, and 2017 and did not capitalize any such costs on the balance sheets. The Company recognized $4.0 million, $3.0 million, and $2.5 million of compensation expense related to stock options during the years ended December 31, 2019, 2018, and 2017, respectively. In the years ended December 31, 2019, 2018, and 2017, the Company recognized $2.3 million, $4.5 million, and $6.0 million of compensation expense, respectively, related to restricted stock (Note 14). The total compensation expense relating to vesting of stock options and restricted stock awards for the years ended December 31, 2019, 2018, and 2017 was $6.3 million, $7.5 million, and $8.5 million, respectively. The following table presents share-based compensation expense included in the Company’s Statements of Operations:


	Year ended December 31,
(in thousands)	2019		2018		2017
Research and development	$	1,461	$	1,683	$	2,401
General and administrative		4,880		5,851		6,053

Share based employee compensation expense before tax	$	6,341	$	7,534	$	8,454
Income tax benefit		—		—		—

Net share based employee compensation expense	$	6,341	$	7,534	$	8,454

The fair value of each stock option is estimated at the date of grant using the Black-Scholes option pricing model. The estimated weighted-average fair value of stock options granted to employees in 2019, 2018, and 2017 was approximately $2.47, $1.64, and $3.94 per share, respectively. Assumptions regarding volatility, expected term, dividend yield and risk-free interest rate are required for the Black-Scholes model. The volatility assumption is based on the Company’s historical experience. The risk-free interest rate is based on a U.S. treasury note with a maturity similar to the option award’s expected life. The expected life represents the average period of time that options granted are expected to be outstanding. The Company calculated expected term using the simplified method described in SEC Staff Accounting Bulletin, or SAB, No. 107 and No. 110 as it continues to meet the requirements promulgated in SAB No. 110. The assumptions for volatility, expected life, dividend yield and risk-free interest rate are presented in the table below:


	2019	2018	2017
Weighted average risk-free interest rate	1.39 - 2.53%	2.55 - 3.06%	1.85 - 2.27%
Expected life in years	5.75 - 6.25	6	6
Expected volatility	71.39 - 85.00%	80.75 - 84.71%	80.31 - 81.03%
Expected dividend yield	0	0	0

Net Income (Loss) Per Share

Net

Income (

Loss

)

Per Share

Basic net loss per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share is computed using the weighted-average number of common shares outstanding during the period, plus the dilutive effect of outstanding options and warrants, using the treasury stock method and the average market price of the Company’s common stock during the applicable period.


	For the Year Ended December 31,
in thousands, except share and per share data	2019			2018			2017
Basic
Net loss	$	(117,796	)	$	(53,117	)	$	(54,323	)
Preferred stock dividends		—			(16,998	)		(18,938	)
Settlement of a related party relationship		—			207,361			—

Net income / (loss) applicable to common shareholders	$	(117,796	)	$	137,246		$	(73,261	)

Weighted-average common shares outstanding		167,952,114			143,508,674			136,938,264

Earnings per share, basic	$	(0.70	)	$	0.96		$	(0.53	)

Diluted
Net Loss	$	(117,796	)	$	(53,117	)	$	(54,323	)
Preferred stock dividends		—			(16,998	)		(18,938	)
Precigen license transaction		—			207,361			—

Net income / (loss) applicable to common shareholders	$	(117,796	)	$	137,246		$	(73,261	)

Weighted-average common shares outstanding		167,952,114			143,508,674			136,938,264
Effect of dilutive securities
Stock options		—			201,362			—
Unvested restricted common stock		—			124			—
Warrants		—			—			—

Dilutive potential common shares		—			201,486			—

Shares used in calculating diluted earnings per share		167,952,114			143,710,160			136,938,264

Earnings per share, diluted	$	(0.70	)	$	0.96		$	(0.53	)

Certain shares related to some of the Company’s outstanding common stock options, unvested restricted stock, preferred stock, and warrants have not been included in the computation of diluted net earnings (loss) per share for the years ended December 31, 2019, 2018 and 2017 as the result would be antidilutive. Such potential common shares at December 31, 2019, 2018, and 2017 consist of the following:


	December 31,
	2019		2018		2017
Stock options		6,872,879		5,075,723		4,352,135
Unvested restricted stock		939,636		681,946		1,808,559
Preferred stock		—		—		34,134,524
Warrants		22,272,727		18,939,394		—

		30,085,242		24,697,063		40,295,218

During the year ended December 31, 2018, the Company and PGEN, entered into a License Agreement to replace all existing agreements between the companies that provides the Company with certain exclusive and

non-exclusive

rights to technology controlled by PGEN. The License Agreement was dated October 5, 2018. In consideration of the Company entering into the License Agreement, Precigen agreed to forfeit and return to the Company all shares of the Company’s Series 1 Preferred Stock held by or payable to Precigen as of the date of the License Agreement (Note 7).

New Accounting Pronouncements

In August 2018, the FASB issued ASU

No. 2018-13,

Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement

, or ASU

2018-03.

The guidance in this ASU modify the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement. Under the new guidance, transfers between asset classes and the valuation related to level 3 assets is modified. The new standard is effective for annual reporting periods beginning after December 15, 2019, including interim reporting periods within each annual reporting period. The Company is currently evaluating the impact of the adoption of this ASU on the financial statements.

In June 2018, the FASB issued ASU

No. 2018-07,

Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting

, or ASU

2018-07.

The guidance in this ASU expand the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The new standard was effective for annual reporting periods beginning after December 15, 2018, including interim reporting periods within each annual reporting period. The Company adopted this ASU on January 1, 2019. The adoption did not have a material impact on the Company’s financial statements.

In February 2016, the FASB issued ASU

No. 2016-02,

Leases (Topic 842)

, which requires lessees to recognize a

right-of-use

asset and lease liability for most lease arrangements. The Company adopted ASU

No. 2016-02,

non-lease

components and does not record leases on its balance sheets with terms of 12 months or less. Refer to Note 8—

Leases

for further details.

In May 2017, the FASB issued ASU

No. 2017-09,

Compensation—Stock Compensation

(Topic 718):

Scope of Modification Accounting

, or ASU

2017-09,

to clarify when to account for a change to the terms or conditions of a share-based payment award as a modification. Under this new guidance, modification accounting is required if the fair value, vesting conditions, or classification of the award changes as a result of the change in terms or conditions. ASU

2017-09

is effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within each annual reporting period. The Company adopted this standard on January 1, 2018. The adoption did not have any impact on the Company’s financial statements.

Selected Quarterly Information (Unaudited) (Tables)

12 Months Ended

Dec. 31, 2019

Quarterly Financial Information Disclosure [Abstract]

Selected Quarterly Information


Year Ended December 31, 2019	First Quarter			Second Quarter			Third Quarter			Fourth Quarter
Revenue	$	—		$	—		$	—		$	—
Total operating expenses		13,621			14,753			13,448			16,036
Loss from operations		(13,621	)		(14,753	)		(13,448	)		(16,036	)
Non-cash inducement warrant expense		—			—			(60,751	)		—
Net income (loss) applicable to common shareholders		(13,434	)		(14,620	)		(73,996	)		(15,746	)
Net income (loss) per share, basic	$	(0.08	)	$	(0.09	)	$	(0.43	)	$	(0.09	)
Net income (loss) per share, diluted	$	(0.08	)	$	(0.09	)	$	(0.43	)	$	(0.09	)

Year Ended December 31, 2018	First Quarter			Second Quarter			Third Quarter			Fourth Quarter
Revenue	$	146		$	—		$	—		$	—
Total operating expenses		16,342			12,378			12,570			12,762
Loss from operations		(16,196	)		(12,378	)		(12,570	)		(12,762	)
Preferred stock dividends		(5,120	)		(5,462	)		(6,074	)		(342	)
Settlement of a related party relationship		—			—			—			207,361
Net income (loss) applicable to common shareholders		(21,140	)		(17,493	)		(18,659	)		194,538
Net income (loss) per share, basic	$	(0.15	)	$	(0.12	)	$	(0.13	)	$	1.29
Net income (loss) per share, diluted	$	(0.15	)	$	(0.12	)	$	(0.13	)	$	1.29

Warrants

12 Months Ended

Dec. 31, 2019

Warrants Disclosure [Abstract]

Warrant

10.

Warrants

In connection with the Company’s November 2018 private placement which provided net proceeds of approximately $47.1 million, the Company issued warrants to purchase an aggregate of 18,939,394 shares of common stock which became exercisable six months after the closing of the private placement. The warrants have an exercise price of $3.01 per share and have a five-year term. The relative fair value of the warrants was estimated at $18.4 million using a Black-Scholes model with the following assumptions: expected volatility of 71%, risk free interest rate of 2.99%, expected life of five years and no dividends.

The Company assessed whether the both the 2019 and 2018 warrants required accounting as derivatives. The Company determined that the warrants were (1) indexed to the Company’s own stock and (2) classified in stockholders’ equity in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 815,

Derivatives and Hedging

On July 26, 2019 and September 12, 2019, the Company entered into agreements with existing investors for the exercise of previously issued warrants to purchase common stock in a private placement. Pursuant to the terms of the agreements, investors exercised their 2018 warrants for an aggregate of 17,803,031 shares of common stock, at an exercise price of $3.01 per share. The warrants exercised were originally issued by the Company in a private placement that closed in November 2018 (Note 2). Proceeds from the warrant exercise, after deducting placement agent fees and other related expenses of $1.1 million were approximately $52.5 million. The Company issued participating investors new warrants to purchase up to 17,803,031 additional shares of common stock as an inducement for the warrant holders to exercise their 2018 warrants early. The 2019 warrants will become exercisable six months following the date of issuance, will expire on the fifth anniversary of the initial exercise date, and have an exercise price of $7.00. The 2019 warrants were valued using a Black-Scholes valuation model and resulted in a $60.8 million

non-cash

charge

the Company’s statement of operations.

On October 22, 2019, the Company entered into the 2019 Agreement

with MD Anderson. In connection with the execution of the 2019 Agreement, the Company issued MD Anderson a warrant to purchase 3,333,333 shares of common stock. The warrant has an initial exercise price of $0.001 per share and grant date fair value of $14.5 million. The warrant expires on December 31, 2026 and vests upon the occurrence of certain clinical milestones. The Company will recognize expense on the warrant in the same manner as if the Company paid cash for services to be rendered. For the year ended December 31, 2019, the Company did not recognize any expense related to the warrant.

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2019

Accounting Policies [Abstract]

Assets and Liabilities Measured at Fair Value on Recurring Basis

Assets and liabilities measured at fair value on a recurring basis as of December 31, 2019 and 2018 are as follows:


($ in thousands)			Fair Value Measurements at Reporting Date Using
Description	Balance as of December 31, 2019		Quoted Prices in Active Markets for Identical Assets/Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Cash equivalents	$	68,031	$	68,031	$	—	$	—


($ in thousands)			Fair Value Measurements at Reporting Date Using
Description	Balance as of December 31, 2018		Quoted Prices in Active Markets for Identical Assets/Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Cash equivalents	$	24,437	$	24,437	$	—	$	—

Impact of Topic 606 Adoption on Financial Statements

Impact of Topic 606 Adoption

As a result of adopting ASC 606, the Company recorded an $8.1 million adjustment to the opening balance of accumulated deficit in the first quarter of 2018 as a result of the treatment of the

up-front

consideration received in July 2015 under ASC

605-25

versus ASC 606. Refer below for a summary of the amount by which each financial statement line item was affected by the impact of the cumulative adjustment:


($ in thousands)	Impact of Topic 606 Adoption on the Balance Sheet as of January 1, 2018
Description	As reported under Topic 606			Adjustments			Balances without adoption of Topic 606
Contract liability, current portion	$	622		$	(5,767	)	$	6,389
Contract liability, net of current portion	$	49,037		$	13,898		$	35,139
Accumulated deficit	$	(720,573	)	$	(8,131	)	$	(712,442	)

($ in thousands)	Impact of Topic 606 Adoption on the Statement of Operations for the Year Ended December 31, 2018
Description	As reported under Topic 606			Adjustments			Balances without adoption of Topic 606
Collaboration revenue	$	146		$	(4,732	)	$	4,878
Net loss	$	(53,117	)	$	(4,732	)	$	(48,385	)
Net income (loss) applicable to common shareholders	$	137,246		$	(4,732	)	$	141,978
Net income (loss) per share - basic	$	0.96		$	(0.03	)	$	0.99
Net income (loss) per share - diluted	$	0.96		$	(0.03	)	$	0.99

($ in thousands)	Impact of Topic 606 Adoption on the Statement of Cash Flows for the Year Ended December 31, 2018
Description	As reported under Topic 606			Adjustments			Balances without adoption of Topic 606
Net loss	$	(53,117	)	$	(4,732	)	$	(48,385	)
Changes in contract liability	$	—		$	—		$	—

Share-Based Compensation Expense Included in Statements of Operations

The following table presents share-based compensation expense included in the Company’s Statements of Operations:


	Year ended December 31,
(in thousands)	2019		2018		2017
Research and development	$	1,461	$	1,683	$	2,401
General and administrative		4,880		5,851		6,053

Share based employee compensation expense before tax	$	6,341	$	7,534	$	8,454
Income tax benefit		—		—		—

Net share based employee compensation expense	$	6,341	$	7,534	$	8,454

Assumptions for Volatility, Expected life, Dividend Yield and Risk-free Interest Rate

The assumptions for volatility, expected life, dividend yield and risk-free interest rate are presented in the table below:


	2019	2018	2017
Weighted average risk-free interest rate	1.39 - 2.53%	2.55 - 3.06%	1.85 - 2.27%
Expected life in years	5.75 - 6.25	6	6
Expected volatility	71.39 - 85.00%	80.75 - 84.71%	80.31 - 81.03%
Expected dividend yield	0	0	0

Schedule of Earnings Per Share, Diluted, by Common Class, Including Two Class Method

Net

Income (

Loss

)

Per Share


	For the Year Ended December 31,
in thousands, except share and per share data	2019			2018			2017
Basic
Net loss	$	(117,796	)	$	(53,117	)	$	(54,323	)
Preferred stock dividends		—			(16,998	)		(18,938	)
Settlement of a related party relationship		—			207,361			—

Net income / (loss) applicable to common shareholders	$	(117,796	)	$	137,246		$	(73,261	)

Weighted-average common shares outstanding		167,952,114			143,508,674			136,938,264

Earnings per share, basic	$	(0.70	)	$	0.96		$	(0.53	)

Diluted
Net Loss	$	(117,796	)	$	(53,117	)	$	(54,323	)
Preferred stock dividends		—			(16,998	)		(18,938	)
Precigen license transaction		—			207,361			—

Net income / (loss) applicable to common shareholders	$	(117,796	)	$	137,246		$	(73,261	)

Weighted-average common shares outstanding		167,952,114			143,508,674			136,938,264
Effect of dilutive securities
Stock options		—			201,362			—
Unvested restricted common stock		—			124			—
Warrants		—			—			—

Dilutive potential common shares		—			201,486			—

Shares used in calculating diluted earnings per share		167,952,114			143,710,160			136,938,264

Earnings per share, diluted	$	(0.70	)	$	0.96		$	(0.53	)

Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash

The following table provides a reconciliation of cash, cash equivalents, and restricted cash within the statement of financial position that sum to the total of the same such amounts shown in the statement of cash flows.


	December 31,
(in thousands)	2019		2018		2017
Cash and cash equivalents	$	79,741	$	61,729	$	70,946
Restricted cash included in prepaid expenses and other current assets		—		—		388

Total cash, cash equivalents, and restricted cash shown in the statement of cash flows	$	79,741	$	61,729	$	71,334

Commitments and Contingencies

12 Months Ended

Dec. 31, 2019

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

License Agreements

Exclusive License Agreement with PGEN

On October 5, 2018, the Company entered into an exclusive license agreement with PGEN. Refer to Note 7—Settlement of a Related Party Relationship for further details.

License Agreement and Research and Development Agreements—The University of Texas MD Anderson Cancer Center

On January 13, 2015, ZIOPHARM, together with Precigen, entered into the MD Anderson License with MD Anderson (which Precigen subsequently assigned to PGEN). Pursuant to the MD Anderson License, the Company, together with PGEN, holds an exclusive, worldwide license to certain technologies owned and licensed by MD Anderson including technologies relating to novel CAR

T-cell

therapies,

non-viral

On August 17, 2015,

the Company

, PGEN and MD Anderson entered into the Research and Development Agreement, to formalize the scope and process for the transfer by MD Anderson, pursuant to the terms of the MD Anderson License, of certain existing research programs and related technology rights, as well as the terms and conditions for future collaborative research and development of new and ongoing research programs.

Pursuant to the Research and Development Agreement,

the Com

pany

, PGEN and MD Anderson have agreed to form a joint steering committee that will oversee and manage the new and ongoing research programs. Under the License Agreement with PGEN, ZIOPHARM and PGEN agreed that PGEN would no longer participate on the joint steering committee after the date of the License Agreement. As provided under the MD Anderson License, the Company provided funding for research and development activities in support of the research programs under the Research and Development Agreement for a period of three years and in an amount of no less than $15.0 million and no greater than $20.0 million per year. On November 14, 2017, the Company entered into an amendment to the Research and Development Agreement extending its term until April 15, 2021.

On October 22, 2019, the Company entered into the 2019 Research and Development Agreement, or the 2019 Agreement, with The University of Texas M.D. Anderson Cancer Center, or MD Anderson, pursuant to which the parties agreed to collaborate with respect to the Company’s

Sleeping Beauty

immunotherapy program, which uses

non-viral

gene transfer to stably express and clinically evaluate neoantigen-specific TCRs in T cells. Under the 2019 Agreement, the parties will, among other things, collaborate on programs to expand the Company’s TCR library and conduct clinical trials.

The Company will own all intellectual property developed under the 2019 Agreement and will retain all rights to intellectual property for oncology products manufactured using

non-viral

gene transfer technologies under the Agreement, including the Company’s

Sleeping Beauty

technology. The Company has granted MD Anderson an exclusive license for such intellectual property outside the field of oncology and to develop and commercialize autologous TCR products manufactured using viral gene transfer technologies, and a

non-exclusive

license for allogeneic TCR products manufactured using viral-based technologies.

The Company has agreed, beginning on January 1, 2021, to reimburse MD Anderson up to a total of $20.0 million for development costs under the 2019 Agreement. In addition, the Company will pay MD Anderson royalties on net sales of its TCR products at rates in the low single digits. The Company is required to make performance-based payments upon the successful completion of clinical and regulatory benchmarks relating to its TCR products. The aggregate potential benchmark payments are $36.5 million, of which only $3.0 million will be due prior to the first marketing approval of the Company’s TCR products. The royalty rates and benchmark payments owed to MD Anderson may be reduced upon the occurrence of certain events. The Company also agreed that it will sell the Company’s TCR products to MD Anderson at preferential prices and will sell its TCR products in Texas exclusively to MD Anderson for a limited period of time following the first commercial sale of the Company’s TCR products.

In connection with the execution of the 2019 Agreement, the Company issued MD Anderson a warrant to purchase 3,333,333 shares of common stock. Refer to Note 10 –

Warrants

for further details.

During the year ended December 31, 2019, the Company made no payments to MD Anderson compared to $2.7 million during the year ended December 31, 2018. The decrease in cash paid to MD Anderson during the year ended December 31, 2019 as compared to the same period in the prior year is a result of the final quarterly payment being made to MD Anderson in January 2018 and the result of approved expenditures incurred by the Company being deducted from the existing prepaid expense. The net balance of cash resources on hand at MD Anderson available to offset expenses and future costs is $20.3 million, which is included in

prepaid expenses and

other current assets on the Company’s balance sheet at December 31, 2019.

The term of the MD Anderson License expires on the last to occur of (a) the expiration of all patents licensed thereunder, or (b) the twentieth anniversary of the date of the MD Anderson License; provided, however, that following the expiration of the term of the MD Anderson License, the Company, together with PGEN, shall then have a fully-paid up, royalty free, perpetual, irrevocable and sublicensable license to use the licensed intellectual property thereunder. After ten years from the date of the MD Anderson License and subject to a

90-day

cure period, MD Anderson will have the right to convert the MD Anderson License into a

non-exclusive

license if ZIOPHARM and PGEN are not using commercially reasonable efforts to commercialize the licensed intellectual property on a

case-by-case

basis. After five years from the date of the MD Anderson License and subject to a

180-day

cure period, MD Anderson will have the right to terminate the MD Anderson License with respect to specific technology(ies) funded by the government or subject to a third-party contract if the Company and PGEN are not meeting the diligence requirements in such funding agreement or contract, as applicable. MD Anderson may also terminate the agreement with written notice upon material breach by us and PGEN, if such breach has not been cured within 60 days of receiving such notice. In addition, the MD Anderson License will terminate upon the occurrence of certain insolvency events for both us and PGEN and may be terminated by the mutual written agreement of us, PGEN, and MD Anderson.

License Agreement with the National Cancer Institute

On May 28, 2019, the Company entered into a patent license agreement, or the Patent License, with the National Cancer Institute, or the NCI. Pursuant to the Patent License, the Company holds an exclusive, worldwide license to certain intellectual property to develop and commercialize patient-derived (autologous), peripheral blood

T-cell

therapy products engineered by transposon-mediated gene transfer to express TCRs reactive to mutated KRAS,

53 and EGFR. In addition, pursuant to the Patent License, the Company holds an exclusive, worldwide license to certain intellectual property for manufacturing technologies to develop and commercialize autologous, peripheral blood

T-cell

therapy products engineered by

non-viral

gene transfer to express TCRs, as well as a

non-exclusive,

worldwide license to certain additional manufacturing technologies.

Pursuant to the terms of the Patent License, the Company is required to pay the NCI a cash payment in the aggregate amount of $1.5 million payable in $0.5 million installments within sixty days,

six-months,

and the twelve-month anniversary of the effective date of the agreement for the Patent License. The Company also reimburse

the NCI for past patent expenses in the aggregate amount of approximately $46 thousand.

Under the amendment to the patent license signed in January 2020, we agreed to pay the NCI a cash payment of $600,000 within sixty days of the amendment.

For the year-ended December 31, 2019, the Company made payments under the Patent License of $1.0 million. At December 31, 2019, the Company included the remaining $0.5 million for the Patent License as

acc

rued expenses

on the Company’s balance sheet. At December 31, 2019, the Company included a prepayment of $0.3 million related to the Patent License as prepaid expenses and other curre

t assets

on the Company’s balance sheet.

The terms of the Patent License also require the Company to pay the NCI minimum annual royalties in the amount of $0.3 million, which amount will be reduced to $0.1 million once the aggregate minimum annual royalties paid by the Company equals $1.5 million. The first minimum annual royalty payment is payable on the date that is eighteen months following the date of the Patent License.

The Company is also required to make performance-based payments upon successful completion of clinical and regulatory benchmarks relating to the licensed products. The aggregate potential benchmark payments are $4.3 million, of which aggregate payments of $3.0 million are due only after marketing approval in the United States or in Europe, Japan, Australia, China or India. The first benchmark payment of $0.1 million will be due upon the initiation of the Company’s first sponsored phase 1 clinical trial of a licensed product or licensed process in the field of use licensed under the Patent License.

In addition, the Company is required to pay the NCI

one-time

benchmark payments following aggregate net sales of licensed products at certain net sales up to $1.0 billion. The aggregate potential amount of these benchmark payments is $12.0 million. The Company must also pay the NCI royalties on net sales of products covered by the Patent License at rates in the low to

mid-single

digits depending upon the technology included in a licensed product. To the extent the Company enters into a sublicensing agreement relating to a licensed product, the Company is required to pay the NCI a percentage of all consideration received from a sublicensee, which percentage will decrease based on the stage of development of the licensed product at the time of the sublicense.

The Patent License will expire upon expiration of the last patent contained in the licensed patent rights, unless terminated earlier. The NCI may terminate or modify the Patent License in the event of a material breach, including if the Company does not meet certain milestones by certain dates, or upon certain insolvency events that remain uncured following the date that is 90 days following written notice of such breach or insolvency event. The Company may terminate the Patent License, or any portion thereof, in the Company’s sole discretion at any time upon 60 days’ written notice to the NCI. In addition, the NCI has the right to: (i) require the Company to sublicense the rights to the product candidates covered by the Patent License upon certain conditions, including if the Company is not reasonably satisfying required health and safety needs and (ii) terminate or modify the Patent License, including if the Company is not satisfying requirements for public use as specified by federal regulations.

Cooperative Research and Development Agreement (CRADA) with the National Cancer Institute

On January 10, 2017, the Company announced the signing of the CRADA with the NCI for the development of adoptive cell transfer, or ACT,-based immunotherapies genetically modified using the

Sleeping Beauty

transposon/transposase system to express TCRs for the treatment of solid tumors. The principal goal of the CRADA is to develop and evaluate ACT for patients with advanced cancers using autologous peripheral blood lymphocytes, or PBL, genetically modified using the

non-viral

Sleeping Beauty

system to express TCRs that recognize neoantigens expressed within a patient’s cancer. Research conducted under the CRADA will be at the direction of Steven A. Rosenberg, M.D., Ph.D., Chief of the Surgery Branch at the NCI, in collaboration with the Company’s researchers and PGEN researchers. During the year ended December 31, 2019 and 2018, the Company made payments of $2.5 million, each year. In February 2019, the Company extended the CRADA with the NCI for two years, committing an additional $5.0 million to this program.

Exclusive Channel Partner Agreement with PGEN for the Cancer Programs

From 2011 to 2018, the Company was party to various arrangements with Precigen (now PGEN) in which the Company used PGEN’s technology to research and develop cancer treatments in return for various future profit sharing and royalty arrangements. These agreements were modified or terminated by the License Agreement described in Note 7.

Ares Trading License and Collaboration Agreement

On March 27, 2015, the Company, together with Precigen (now PGEN), signed the Ares Trading Agreement, with Ares Trading S.A., a subsidiary of the biopharmaceutical business of Merck KGaA, Darmstadt, Germany, through which the parties established a collaboration for the research and development and commercialization of certain products for the prophylactic, therapeutic, palliative or diagnostic use for cancer in humans.

PGEN was entitled to receive $5.0 million from Ares Trading, payable in equal quarterly installments over two years for each identified product candidate, which will be used to fund discovery work. The Company was responsible for costs exceeding the quarterly installments and all other costs of the preclinical research and development. For the year ended December 31, 2019, the Company incurred no expense under the Ares Trading Agreement. For the year ended December 31, 2018, the Company has expensed $0.1 million under the Ares Trading Agreement, respectively. For the year ended December 31, 2017, the Company expensed $1.6 million under the Ares Trading agreement.

Ares Trading paid a

non-refundable

upfront fee of $115.0 million to Precigen as consideration for entry into the Ares Trading Agreement. Pursuant to the ECP Amendment, the Company was entitled to receive 50% of the upfront fee, or $57.5 million, which was received from Precigen in July 2015.

Under the License Agreement, PGEN agreed to perform all future obligations of the Company under the Ares Trading Agreement other than certain payment obligations. Accordingly, the Company recognized the remaining deferred revenue as part of the settlement of related party relationships as described in Note 7.

Patent and Technology License Agreement—The University of Texas MD Anderson Cancer Center and the Texas A&M University System

On August 24, 2004, the Company entered into a patent and technology license agreement with MD Anderson and the Texas A&M University System, which the Company refers to, collectively, as the Licensors. Under this agreement, were granted an exclusive, worldwide license to rights (including rights to U.S. and foreign patent and patent applications and related improvements and

know-how)

for the manufacture and commercialization of two classes of organic arsenicals (water- and lipid-based) for human and animal use. The class of water-based organic arsenicals includes darinaparsin.

The Company issued options to purchase 50,222 shares outside of its stock option plans following the successful completion of certain clinical milestones, of which 37,666 shares have vested. The remaining 12,556 shares vested upon enrollment of the first patient in a multi-center pivotal clinical trial

i.e.

a human clinical trial intended to provide the substantial evidence of efficacy necessary to support the filing of an approvable New Drug Application, or NDA. An expense of $87 thousand was charged to research and development expense for the vesting event which occurred in March 2016. This trial was initiated by Solasia Pharma K.K., or Solasia, on March 28, 2016 and triggered a $1.0 million milestone payment to the Company from Solasia which was received in May 2016. An equivalent of $1.0 million milestone payment was subsequently made to MD Anderson and reported net. In addition, the Licensors are entitled to receive certain milestone payments. In addition, the Company may be required to make additional payments to the Licensors (as defined in the MD Anderson License) upon achievement of certain other milestones in varying amounts which, on a cumulative basis could total up to an additional $4.5 million. In addition, the Licensors are entitled to receive single digit percentage royalty payments on sales from a licensed product and will also be entitled to receive a portion of any fees that the Company may receive from a possible sublicense under certain circumstances.

Collaboration Agreement with Solasia Pharma K.K.

On March 7, 2011, the Company entered into a License and Collaboration Agreement with Solasia which was amended on July 31, 2014 to include an exclusive worldwide license. Pursuant to the License and Collaboration Agreement, the Company granted Solasia an exclusive license to develop and commercialize darinaparsin in both intravenous and oral forms and related organic arsenic molecules, in all indications for human use

As consideration for the license, the Company is eligible to receive from Solasia development- and sales-based milestones, a royalty on net sales of darinaparsin, once commercialized, and a percentage of any sublicense revenues generated by Solasia. Solasia will be responsible for all costs related to the development, manufacturing and commercialization of darinaparsin. The Company’s Licensors, as defined in the agreement, will receive a portion of all milestone and royalty payments made by Solasia to the Company in accordance with the terms of the license agreement with the Licensors.

Employee Benefit Plan

12 Months Ended

Dec. 31, 2019

Postemployment Benefits [Abstract]

Employee Benefit Plan

15.

Employee Benefit Plan

The Company sponsors a qualified 401(k) retirement plan under which employees are allowed to contribute certain percentages of their pay, up to the maximum allowed under Section 401(k) of the IIRC. The Company may make contributions to this plan at its discretion. The Company contributed approximately $404 thousand, $329 thousand, and $90 thousand to this plan during the years ended December 31, 2019, 2018, and 2017, respectively.

STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	12 Months Ended
STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Income Statement [Abstract]
Collaboration revenue		$ 146	$ 6,389
Operating expenses:
Research and development	$ 38,331	34,134	45,084
General and administrative	19,527	19,918	14,798
Total operating expenses	57,858	54,052	59,882
Loss from operations	(57,858)	(53,906)	(53,493)
Other income, net	813	631	465
Non-cash inducement warrant expense	(60,751)
Change in fair value of derivative liabilities	0	158	(1,295)
Net loss	(117,796)	(53,117)	(54,323)
Preferred stock dividends		(16,998)	(18,938)
Settlement of a related party relationship		207,361
Net income (loss) applicable to common stockholders	$ (117,796)	$ 137,246	$ (73,261)
Net income (loss) per share - basic	$ (0.70)	$ 0.96	$ (0.53)
Net income (loss) per share - diluted	$ (0.70)	$ 0.96	$ (0.53)
Weighted average common shares outstanding used to compute basic net income (loss) per share	167,952,114	143,508,674	136,938,264
Weighted average common shares outstanding used to compute diluted net income (loss) per share	167,952,114	143,710,160	136,938,264

Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands		12 Months Ended
	Jan. 02, 2018	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2013	Dec. 31, 2016
Income Taxes [Line Items]
Net operating loss carryforwards		$ 124,115	$ 106,430
Deferred tax assets operating loss carryforwards without expire date		128,000
Research and development credit carryforwards		$ 35,130	33,684
Net operating loss carryforwards, expiration date		2039
Accumulated excess tax benefit recognised as deferred tax asset		$ 605	0
Uncertain Tax Positions Adjustment		0	$ 0	$ 0
Increase (decrease) in deferred tax assets		$ 15,400
Effective income tax rate		21.00%	21.00%	34.00%
Increase (decrease) in deferred revenue			$ (146)	$ (6,389)
Revenues				15,900
Deferred revenue				$ 41,500
Difference between revenue guidance in effect before and after topic 606
Income Taxes [Line Items]
Increase (decrease) in deferred revenue	$ 8,100
ASU 2016-09
Income Taxes [Line Items]
Accumulated excess tax benefit recognised as deferred tax asset						$ 10,200
Accumulated Deficit \| ASU 2016-09
Income Taxes [Line Items]
Cumulative-effect adjustment from adoption of ASU 2016-09						$ 122
Tax Cuts And Jobs Act of 2017
Income Taxes [Line Items]
Effective income tax rate		21.00%	35.00%
Change in tax rate in income tax expense benefit		$ 67,000
Research Tax Credit Carryforward
Income Taxes [Line Items]
Research and development credit carryforwards		35,000
Net Operating Loss Carryforwards
Income Taxes [Line Items]
Increase (decrease) in deferred tax assets					$ (11,200)
General Business Credits
Income Taxes [Line Items]
Increase (decrease) in deferred tax assets					$ (636)
Domestic Tax Authority
Income Taxes [Line Items]
Net operating loss carryforwards		$ 470,000
Net operating loss carryforwards, expiration date		2039
Federal and State
Income Taxes [Line Items]
Deferred tax assets operating loss carryforwards with expire date		$ 342,000
State and Local Jurisdiction
Income Taxes [Line Items]
Net operating loss carryforwards		$ 404,000

Preferred Stock and Stockholders' Equity (Deficit)

12 Months Ended

Dec. 31, 2019

Equity [Abstract]

Preferred Stock

12.

Preferred Stock and Stockholders’ Equity (Deficit)

On April 26, 2006, the date of the Company’s annual stockholders meeting that year, the shareholders approved the adoption of an Amended and Restated Certificate of Incorporation pursuant to which the Company has 280,000,000 shares of authorized capital stock, of which 250,000,000 shares are designated as common stock (par value $0.001 per share), and 30,000,000 shares are designated as preferred stock (par value $0.001 per share).

Common Stock

February 2020 Public Offering

On February 5, 2020, the Company entered into an underwriting agreement with Jefferies, as representative of the several underwriters named therein, relating to the issuance and sale of 27,826,086 shares of its common stock. The price to the public in the offering was $3.25 per share, and the underwriters agreed to purchase the shares from the Company pursuant to the underwriting agreement at a purchase price of $3.055 per share. Under the terms of the underwriting agreement, the Company also granted the underwriters an option, exercisable for 30 days, to purchase up to an additional 4,173,912 shares of common stock at a purchase price of $3.055 per share. The offering was made pursuant to the Company’s effective registration statement on Form

S-3ASR

(

File

No. 333-232283)

previously filed with the SEC, and a prospectus supplement thereunder. The underwriters purchased the 27,826,086 shares on February 5, 2020. The net proceeds from the offering were approximately $85.0 million after deducting underwriting discounts and offering expenses paid by the Company.

At-the-Market

Offering

During the year ended December 31, 2019, the Company sold an aggregate of 1,271,274 shares of its common stock. The offering was made pursuant to the Company’s effective registration statement on Form

S-3ASR

(

No. 333-232283) previously filed with the SEC, and a prospectus supplement thereunder. The net proceeds from the offering were approximately $6.1 million after deducting underwriting discounts and offering expenses payable by the Company.

Also, subsequent to December 31, 2019, the Company sold an aggregate of 2,814,673 shares of our common stock. The offering was made pursuant to the Company’s effective registration statement on Form

S-3ASR

(

File

No. 333-232283) previously filed with the SEC, and a prospectus supplement thereunder. The net proceeds from the offering were approximately $13.0 million after deducting underwriting discounts and offering expenses payable by the Company.

November 2018 Private Placement and 2019

ducement

Warrants

On November 11, 2018, the Company entered into a securities purchase agreement with certain institutional and accredited investors, pursuant to which the Company agreed to issue and sell to the Investors an aggregate of 18,939,394 immediately separable units, with each unit being composed of (i) one share of the Company’s common stock, par value $0.001 per share, and (ii) a warrant to purchase one share of common stock, at a price per unit of $2.64, for net proceeds of approximately $47.1 million.

May 2017 Offering

On May 11, 2017, the Company sold in an underwritten offering an aggregate of 9,708,738 shares of its common stock. The price to the investor in the offering was $5.15 per share, and the underwriters agreed to purchase the shares from the Company pursuant to the Company’s registration statement on Form

S-3ASR

(File

No. 333-201826)

previously filed with the SEC, and a prospectus supplement thereunder. The net proceeds from the offering were approximately $47.3 million after deducting underwriting commissions and offering expenses payable by the Company.

Preferred Stock

The Company’s Board of Directors are authorized to designate any series of Preferred Stock, to fix and determine the variations in relative rights, preferences, privileges and restrictions as between and among such series.

On June 29, 2016, the Company entered into

mendment

certain

greements

with Precigen (now PGEN) (Note 7). In consideration for the execution and delivery of

these am

endments

the Company issued to Precigen 100,000 shares of its newly designated Series 1 preferred stock. Each share of the Company’s Series 1 preferred stock had a stated value of $1,200, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other recapitalization. The Series 1 preferred stock had certain rights, preferences, privileges and obligations, including dividend rights, conversion rights, consent rights with respect to certain Company actions, and rights to preferential payments in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company or a change of control or sale, lease, transfer or exclusive license of all or substantially all of the Company’s assets prior to the conversion of the Series 1 preferred stock.

On October 5, 2018, the Company and PGEN entered into the License Agreement to replace all existing agreements between the companies, which provides the Company with certain exclusive and

non-exclusive

rights to technology controlled by PGEN. In consideration of the Company entering into the License Agreement, Precigen forfeited and returned to the Company all shares of the Company’s Series 1 preferred stock held by or payable to Precigen as of the date of the License Agreement (Notes 7 and 12).

Change in Derivative Liability (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Beginning Balance	$ 0	$ 2,424	$ 862
Dividends	0	223	267
Change in fair value	0	(158)	1,295
Settlement of a related party relationship		(2,489)
Ending Balance	$ 0	$ 0	$ 2,424

Accrued Expenses (Tables)

12 Months Ended

Dec. 31, 2019

Payables and Accruals [Abstract]

Component of Accrued Expenses

Accrued expenses consist of the following:


	December 31,
(in thousands)	2019		2018
Clinical services	$	5,247	$	3,003
Employee compensation		1,910		1,786
Preclinical services		1,147		1,247
Professional services		991		745
Manufacturing services		586		1,164
Accrued vacation		489		363
Payroll taxes and benefits		284		349
Other consulting services		192		106

Total	$	10,846	$	8,763

Financings

12 Months Ended

Dec. 31, 2019

Text Block [Abstract]

Financings

February 2020 Public Offering

On February 5, 2020, the Company entered into an underwriting agreement with Jefferies, as representative of the several underwriters named therein, relating to the issuance and sale of 27,826,086 shares of its common stock. The price to the public in the offering was $3.25 per share, and the underwriters agreed to purchase the shares from the Company pursuant to the underwriting agreement at a purchase price of $3.055 per share. Under the terms of the underwriting agreement, the Company also granted the underwriters an option, exercisable for 30 days, to purchase up to an additional 4,173,912 shares of common stock at a purchase price of $3.055 per share. The offering was made pursuant to the Company’s effective registration statement on Form

S-3ASR

(File

No. 333-232283)

At-the-Market

Offering

Subsequent to

cember 31, 2019

, the Company sold an aggregate of 2,814,673 shares of its common stock. The offering was made pursuant to the Company’s effective registration statement on Form

S-3ASR

(

File

S-3ASR

(

File

November 2018 Private Placement and 2019 Inducement Warrants

On November 11, 2018, the Company entered into a securities purchase agreement with certain institutional and accredited investors pursuant to which it sold an aggregate of 18,939,394 immediately separable units at a price per unit of $2.64 to such investors, for net proceeds of approximately $47.1 million. Each unit was comprised of (i) one share of

the

Company’s

common stock, par value $0.001 per share and (ii) a warrant to purchase one share of common stock. The securities issued by the Company pursuant to the securities purchase agreement and to be issued upon exercise of the warrants were not registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. When issuing the units, the Company relied on the private placement exemption from registration provided by Section 4(a)(2) of the Securities Act and by Rule 506 of Registration D, promulgated thereunder and on similar exemptions under applicable state laws and filed a Form D with the SEC on November 19, 2018. On February 7, 2019, the Company filed a registration statement on Form

S-3

registering the resale of shares issued pursuant to the securities purchase agreement and the resale of shares that may be issued upon exercise of the warrants.

July 2019 and September 2019 Warrant Exercise

On July 26, 2019 and September 12, 2019, the Company entered into agreements for the exercise of the warrants issued in November 2018 to purchase common stock in a private placement. Pursuant to the terms of the agreements, investors exercised warrants for an aggregate of 17,803,031 shares of common stock, at an exercise price of $3.01 per share. The Company issued new warrants to purchase up to 17,803,031 additional shares of common stock as an inducement for warrant holders to exercise their 2018 warrants early. The new warrants will become exercisable six months following the date of issuance, will expire on the fifth anniversary of the initial exercise date, and have an exercise price of $7.00 (Note 14). Proceeds from the exercise of the warrants, before deducting placement agent fees and other related expenses of $1.1 million were approximately $52.5 million. For the year ended December 31, 2019, the Company also recorded $60.8 million in

non-cash

inducement warrant expense,

which is included in the Company’s statement of operations.

May 2017 Offering

On May 11, 2017, the Company sold in an underwritten offering an aggregate of 9,708,738 shares of its common stock to a single investor. The price to the investor in the offering was $5.15 per share, and the underwriters agreed to purchase the shares from the Company pursuant to the underwriting agreement at a purchase price of $4.893 per share. The net proceeds from the offering were approximately $47.3 million after deducting underwriting commissions and estimated offering expenses payable by the Company.

Property and Equipment, net

12 Months Ended

Dec. 31, 2019

Property, Plant and Equipment [Abstract]

Property and Equipment, net

Property and equipment, net, consists of the following:


	December 31,
(in thousands)	2019			2018
Office and computer equipment	$	1,436		$	1,249
Software		1,030			1,030
Leasehold improvements		1,892			1,839
Research and development equipment		1,195			1,182
Capital in-process		389			—

		5,942			5,300
Less: accumulated depreciation		(4,832	)		(4,203	)

Property and equipment, net	$	1,110		$	1,097

Depreciation charged to the statement of operations for the years ended December 31, 2019, 2018, and 2017 was $629 thousand, $575 thousand, and $369 thousand, respectively.

Preferred Stock and Stockholders' Equity (Deficit) - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands					12 Months Ended
	Feb. 05, 2020	Nov. 11, 2018	May 11, 2017	Jun. 29, 2016	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017	Apr. 26, 2006
Equity [Line Items]
Shares of authorized capital stock								280,000,000
Common stock, shares authorized					250,000,000	250,000,000		250,000,000
Initial Public Offering of Common Stock		$ 0.001			$ 0.001	$ 0.001		$ 0.001
Preferred stock, shares authorized					30,000,000	30,000,000		30,000,000
Issuance of Common Stock to Underwriters			9,708,738		2,814,673
Net Proceeds from Underwriting					$ 6,085	$ 47,101	$ 47,270
Sale of stock consideration received on transaction			$ 47,300
Issuance & sale of common stock in public offering price per share			$ 5.15
Number of securities into which the class of warrant converted		18,939,394
Warrant Exercise Price per share		$ 2.64
Warrant exercise, net of commissions and expenses		$ 47,100			$ 52,499
Subsequent Event
Equity [Line Items]
Issuance of Common Stock to Underwriters	2,814,673
Net Proceeds from Underwriting	$ 13,000
At The Market Offering [Member]
Equity [Line Items]
Issuance of Common Stock to Underwriters					1,271,274
Sale of stock consideration received on transaction					$ 6,100
At The Market Offering [Member] \| Subsequent Event
Equity [Line Items]
Sale of stock consideration received on transaction	$ 13,000
Series 1 Preferred Stock
Equity [Line Items]
Preferred stock, stated value					$ 1,200	$ 1,200
Intrexon Corporation/Precigen \| Series 1 Preferred Stock
Equity [Line Items]
Issuance of common stock in licensing agreement (in shares)				100,000	11,415
Preferred stock, stated value				$ 1,200
Underwriting Agreement with Jefferies [Member] \| Subsequent Event
Equity [Line Items]
Initial Public Offering of Common Stock	$ 3.25
Issuance of Common Stock to Underwriters	27,826,086
Underwriters Purchase Price	$ 3.055
Number of Days Option Exerciable	30 days
Net Proceeds from Underwriting	$ 85,000
Underwriting Agreement with Jefferies [Member] \| Maximum [Member] \| Subsequent Event
Equity [Line Items]
Issuance of Common Stock to Underwriters	4,173,912
Underwriting Agreement [Member]
Equity [Line Items]
Issuance of Common Stock to Underwriters					2,814,673
Sale of stock consideration received on transaction					$ 13,000
Underwriting Agreement [Member] \| Subsequent Event
Equity [Line Items]
Issuance of Common Stock to Underwriters	27,826,086
Underwriters Purchase Price	$ 3.055
Sale of stock consideration received on transaction	$ 85,000
Issuance & sale of common stock in public offering price per share	$ 3.25
Underwriting Agreement [Member] \| Maximum [Member] \| Subsequent Event
Equity [Line Items]
Issuance of Common Stock to Underwriters	4,173,912

Property and Equipment, net - Additional Information (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Property, Plant and Equipment [Abstract]
Depreciation	$ 629	$ 575	$ 369

Leases (Tables)

12 Months Ended

Dec. 31, 2019

Leases, Operating [Abstract]

Components of Lease Expense

The components of lease expense were as follows:


(in thousands)	Year Ended December 31, 2019
Operating lease cost	$	772

Total lease cost	$	772

Weighted-average remaining lease term (years)		4.42
Weighted-average discount rate		8.00	%

Lessee, Operating Lease, Liability, Maturity

As of December 31, 2019, the maturities of the Company’s operating lease liabilities were as follows (in thousands):


Maturity of Lease Liabilities	Operating Leases
2020	$	925
2021		701
2022		213
2023		220
2024		226
Thereafter		514

Total lease payments	$	2,799
Less: Imputed Interest and Adjustments		(447	)

Present value of lease payments	$	2,352

Future Net Minimum Lease Payments under Operating Leases

For comparative purposes, the Company’s aggregate future minimum

non-cancellable

commitments under operating leases as of December 31, 2018 were as follows:


2019		723
2020		736
2021		488

Future minimum lease payments, net	$	1,947

Reconciliation of Income Tax Expense (Benefit) (Detail)	12 Months Ended
Reconciliation of Income Tax Expense (Benefit) (Detail)	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Income Tax Disclosure [Abstract]
Federal income tax at statutory rates	21.00%	21.00%	34.00%
State income tax, net of federal tax benefit	3.00%	4.00%	4.00%
Non-cash inducement warrant expense	(11.00%)	0.00%	0.00%
Research and development credits	1.00%	2.00%	3.00%
Stock compensation	0.00%	(1.00%)	(1.00%)
Research and development true-up	0.00%	0.00%	(7.00%)
Officers compensation	0.00%	(1.00%)	(2.00%)
Other	(1.00%)	(2.00%)	(3.00%)
Federal rate change	0.00%	3.00%	(124.00%)
Change in valuation allowance	(13.00%)	(26.00%)	96.00%
Effective tax rate	0.00%	0.00%	0.00%

Property and Equipment, net (Tables)

12 Months Ended

Dec. 31, 2019

Property, Plant and Equipment [Abstract]

Component of Property and Equipment, Net

Property and equipment, net, consists of the following:


	December 31,
(in thousands)	2019			2018
Office and computer equipment	$	1,436		$	1,249
Software		1,030			1,030
Leasehold improvements		1,892			1,839
Research and development equipment		1,195			1,182
Capital in-process		389			—

		5,942			5,300
Less: accumulated depreciation		(4,832	)		(4,203	)

Property and equipment, net	$	1,110		$	1,097

STATEMENTS OF CHANGES IN PREFERRED STOCK AND STOCKHOLDERS' Equity (DEFICIT) (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Issuance of common stock, commissions and expenses		$ 2,898	$ 2,700
Common stock issuance cost		$ 2,898	$ 2,700
Market Offering [Member]
Issuance of common stock, commissions and expenses	$ 100
Common stock issuance cost	100
Warrant [Member]
Issuance of common stock, commissions and expenses	1,100
Common stock issuance cost	$ 1,100

Stock-Based Compensation Expense Included in Statement of Operations (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation	$ 6,341	$ 7,534	$ 8,454
Net share based employee compensation expense	6,341	7,534	8,454
Research and Development Expense
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation	1,461	1,683	2,401
General and Administrative Expense
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation	$ 4,880	$ 5,851	$ 6,053

Stock Option Plans (Tables)

12 Months Ended

Dec. 31, 2019

Text Block [Abstract]

Transaction under Stock Option Plan

Transactions under the 2012 Plan for the years ending December 31, 2019, 2018, and 2017 were as follows:


(in thousands, except share and per share data)	Number of Shares			Weighted- Average Exercise Price		Weighted- Average Contractual Term (Years)		Aggregate Intrinsic Value
Outstanding, December 31, 2016		3,465,335		$	5.07
Granted		688,800			5.27
Exercised		(180,000	)		3.67
Cancelled		(122,000	)		6.64

Outstanding, December 31, 2017		3,852,135			5.12
Granted		1,744,950			2.35
Exercised		(104,167	)		2.30
Cancelled		(215,833	)		5.72

Outstanding, December 31, 2018		5,277,085			4.24
Granted		2,880,691			3.40
Exercised		(581,105	)		3.30
Cancelled		(1,733,792	)		4.21

Outstanding, December 31, 2019		5,842,879		$	3.21		8.07	$	7,482

Options exercisable, December 31, 2019		2,765,357		$	4.39		6.70	$	3,603

Options exercisable, December 31, 2018		3,099,935		$	5.15		4.93	$	88

Options available for future grant at December 31, 2019		2,503,508

Summary of Non-Vested Restricted Stock

A summary of the status of restricted stock as of December 31, 2019, 2018 and 2017 is as follows:


	Number of Shares			Weighted-Average Grant Date Fair Value
Non-vested, December 31, 2016		1,680,492		$	7.49
Granted		907,032			4.14
Vested		(778,965	)		7.66
Cancelled		—			—

Non-vested, December 31, 2017		1,808,559			5.74
Granted		150,321			1.87
Vested		(1,005,377	)		6.62
Cancelled		(271,433	)		5.00

Non-vested, December 31, 2018		682,070			3.47
Granted		1,519,766			2.44
Vested		(1,187,601	)		2.82
Cancelled		(74,599	)		3.41

Non-vested, December 31, 2019		939,636		$	2.93

Earning Per share Basic and Diluted (Detail) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2019	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Dec. 31, 2018	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Earnings Per Share, Basic [Abstract]
Net loss	$ (15,746)	$ (73,996)	$ (14,620)	$ (13,434)	$ 194,538	$ (18,659)	$ (17,493)	$ (21,140)	$ (117,796)	$ (53,117)	$ (54,323)
Preferred stock dividends					$ (342)	$ (6,074)	$ (5,462)	$ (5,120)		(16,998)	(18,938)
Settlement of a related party relationship										207,361
Net income (loss) applicable to common stockholders									$ (117,796)	$ 137,246	$ (73,261)
Weighted-average common shares outstanding									167,952,114	143,508,674	136,938,264
Earnings per share, basic	$ (0.09)	$ (0.43)	$ (0.09)	$ (0.08)	$ 1.29	$ (0.13)	$ (0.12)	$ (0.15)	$ (0.70)	$ 0.96	$ (0.53)
Earnings Per Share, Diluted [Abstract]
Net loss	$ (15,746)	$ (73,996)	$ (14,620)	$ (13,434)	$ 194,538	$ (18,659)	$ (17,493)	$ (21,140)	$ (117,796)	$ (53,117)	$ (54,323)
Preferred stock dividends					$ (342)	$ (6,074)	$ (5,462)	$ (5,120)		(16,998)	(18,938)
Precigen license transaction										207,361
Net income (loss) applicable to common stockholders									$ (117,796)	$ 137,246	$ (73,261)
Weighted-average common shares outstanding									167,952,114	143,508,674	136,938,264
Effect of dilutive securities
Stock options										201,362
Unvested restricted common stock										124
Dilutive potential common shares										201,486
Shares used in calculating diluted earnings per share									167,952,114	143,710,160	136,938,264
Earnings per share, diluted	$ (0.09)	$ (0.43)	$ (0.09)	$ (0.08)	$ 1.29	$ (0.13)	$ (0.12)	$ (0.15)	$ (0.70)	$ 0.96	$ (0.53)

Stock Option Plan - Additional information (Detail) - USD ($) $ / shares in Units, $ in Thousands				1 Months Ended			12 Months Ended
	Nov. 21, 2019	Aug. 19, 2019	Jul. 22, 2019	Sep. 30, 2019	Jan. 31, 2019	Sep. 30, 2017	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock reserved for future issuance							5,842,879
Outstanding options issued							5,842,879	5,277,085	3,852,135	3,465,335
Proceeds from stock options exercised							$ 1,219	$ 240	$ 88
Total intrinsic value of options							$ 1,100	$ 100	$ 200
Stock options, granted							2,880,691	1,744,950	688,800
Stock options granted exercise price							$ 3.40	$ 2.35	$ 5.27
Options available for future grant							2,503,508
Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Repurchase of shares of restricted common stock							225,339	514,349	394,269
restricted stock in lieu					446,428
Restricted Stock \| Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Repurchase of shares of restricted common stock, price per share							$ 4.72	$ 4.41	$ 7.12
Restricted Stock \| Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Repurchase of shares of restricted common stock, price per share							$ 2.24	$ 1.70	$ 4.14
Restricted Stock \| Employees
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based payment award granted					947,108			30,000	838,000
Restricted Stock \| Non Employee Directors
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based payment award granted				15,000			111,230	120,321	69,032
Unvested Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation costs related to non-vested restricted stock outstanding							$ 9,000
Expected recognition period							1 year 9 months 10 days
Unvested Restricted Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected recognition period							1 year 3 months 14 days
Share-based payment award granted							1,519,766	150,321	907,032
Unrecognized stock-based compensation expense related to non-vested restricted stock arrangements							$ 2,700
the "2012 Plan"
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock reserved for future issuance							14,000,000
the "2012 Plan" \| Employees \| Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding options issued							4,550,071
the "2012 Plan" \| Director \| Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding options issued							1,282,808
the "2012 Plan" \| Consultants \| Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding options issued							10,000
Outside 2012 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock reserved for future issuance							1,030,000
Outstanding options issued							1,030,000
Stock options, granted	65,000	65,000	400,000			500,000
Stock options granted exercise price	$ 4.59	$ 5.18	$ 5.60			$ 6.16
Share Based compensation arrangement by share based payment award options grants grant date fair value	$ 193	$ 231	$ 1,500			$ 2,200

Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($)					12 Months Ended
	Feb. 05, 2020	Jan. 08, 2020	Jan. 02, 2018	May 11, 2017	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017	Jan. 01, 2018
Summary Of Significant Accounting Policies [Line Items]
Stock based compensation expenses					$ 6,341,000	$ 7,534,000	$ 8,454,000
Weighted average fair value of stock option granted					$ 2.47	$ 1.64	$ 3.94
Accumulated deficit					$ (684,125,000)	$ (566,329,000)	$ (712,442,000)
Transaction Price					$ 57,500,000
Changes in contract liability						(146,000)	(6,389,000)
Issuance of Common Stock to Underwriters				9,708,738	2,814,673
Net Proceeds from Underwriting					$ 6,085,000	47,101,000	47,270,000
Number of common Stock Sold				9,708,738	2,814,673
Net Proceeds from Sales					$ 6,085,000	47,101,000	47,270,000
Underwriting Agreement with Jefferies [Member]
Summary Of Significant Accounting Policies [Line Items]
Issuance of Common Stock to Underwriters	27,826,086
Net Proceeds from Underwriting	$ 85,000,000
Number of common Stock Sold	27,826,086
Net Proceeds from Sales	$ 85,000,000
Underwriting Agreement [Member]
Summary Of Significant Accounting Policies [Line Items]
Issuance of Common Stock to Underwriters	2,814,673
Net Proceeds from Underwriting	$ 13,000,000
Number of common Stock Sold	2,814,673
Net Proceeds from Sales	$ 13,000,000
Difference between revenue guidance in effect before and after topic 606
Summary Of Significant Accounting Policies [Line Items]
Accumulated deficit								$ 8,100,000
Research and Development Services Contract Term					9 years
Changes in contract liability			$ 8,100,000
Stock Options
Summary Of Significant Accounting Policies [Line Items]
Stock based compensation expenses					$ 4,000,000	3,000,000	2,500,000
Restricted Stock
Summary Of Significant Accounting Policies [Line Items]
Stock based compensation expenses					2,300,000	4,500,000	6,000,000
Restricted Stock Units (RSUs) [Member]
Summary Of Significant Accounting Policies [Line Items]
Stock based compensation expenses					$ 6,300,000	7,500,000	8,500,000
Minimum [Member]
Summary Of Significant Accounting Policies [Line Items]
Property and equipment useful life					3 years
Maximum [Member]
Summary Of Significant Accounting Policies [Line Items]
Property and equipment useful life					5 years
Subsequent Event
Summary Of Significant Accounting Policies [Line Items]
Issuance of Common Stock to Underwriters	2,814,673
Net Proceeds from Underwriting	$ 13,000,000
Number of common Stock Sold	2,814,673
Net Proceeds from Sales	$ 13,000,000
Subsequent Event \| License Amendment Agreement
Summary Of Significant Accounting Policies [Line Items]
Expected cash payment payable		$ 600,000
Period for paying the estimated cash from the date of amendment		60 days
ASU 2014-09
Summary Of Significant Accounting Policies [Line Items]
Accumulated deficit							(720,573,000)
ASU 2014-09 \| Difference between revenue guidance in effect before and after topic 606
Summary Of Significant Accounting Policies [Line Items]
Accumulated deficit							$ (8,131,000)
Changes in contract liability					$ 0	$ 0

Operating lease liabilities (Detail) $ in Thousands	Dec. 31, 2019 USD ($)
2020	$ 925
2021	701
2022	213
2023	220
2024	226
Thereafter	514
Total lease payments	2,799
Less: Imputed Interest and Adjustments	(447)
Present value of lease payments	$ 2,352

Fair Value Assumptions Used in Probability Weighted Approach and Monte Carlo Simulation Model for Derivatives (Detail) - Series 1 Preferred Stock	12 Months Ended
	Dec. 31, 2018 $ / shares
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Preferred stock conversion limit - percentage of outstanding common stock	19.90%
Preferred conversion floor price	$ 1.00
Measurement Input, Expected Dividend Rate [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Fair Value Assumptions of Preferred Stock	0.00%
Minimum [Member] \| Measurement Input, Risk Free Interest Rate [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Fair Value Assumptions of Preferred Stock	2.50%
Minimum [Member] \| Measurement Input, Price Volatility [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Fair Value Assumptions of Preferred Stock	77.60%
Maximum [Member] \| Measurement Input, Risk Free Interest Rate [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Fair Value Assumptions of Preferred Stock	3.13%
Maximum [Member] \| Measurement Input, Price Volatility [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Fair Value Assumptions of Preferred Stock	82.40%

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2019

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America or U.S. GAAP.

Use of Estimates

The Company’s most significant estimates and judgments used in the preparation of the financial statements are:

•

Clinical trial expenses;

•

Collaboration agreements;

•

Fair value measurements of stock-based compensation and Series 1 preferred stock (and related dividends); and

•

Income taxes.

Subsequent Events

February 2020 Public Offering

On February 5, 2020, the Company entered into an underwriting agreement with Jefferies, as representative of the several underwriters named therein, relating to the issuance and sale of 27,826,086 shares of its common stock. The net proceeds from the offering were approximately $85.0 million after deducting underwriting discounts and offering expenses paid by the Company (see Note 2).

At-the-Market

Offering

Subsequent to the balance sheet date, the Company sold an aggregate of 2,814,673

shares of its common stock. The offering was made pursuant to the Company’s effective registration statement on Form

S-3ASR

(File No. 333-232283) previously filed with the SEC, and a prospectus supplement thereunder. The net proceeds from the offering were approximately

$13.0 million after deducting underwriting discounts and offering expenses payable by the Company.

Amendment - License Agreement with the National Cancer Institute

Cash and Cash Equivalents


	December 31,
(in thousands)	2019		2018		2017
Cash and cash equivalents	$	79,741	$	61,729	$	70,946
Restricted cash included in prepaid expenses and other current assets		—		—		388

Total cash, cash equivalents, and restricted cash shown in the statement of cash flows	$	79,741	$	61,729	$	71,334

Concentrations of Credit Risk

Property and Equipment

Long-Lived Assets

Operating Segments

program-by-program

basis.

Warrants

Derivatives and Hedging

Fair Value Measurements

•

Level 1—Quoted prices in active markets for identical assets or liabilities.

•

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.

Assets and liabilities measured at fair value on a recurring basis as of December 31, 2019 and 2018 are as follows:


($ in thousands)			Fair Value Measurements at Reporting Date Using
Description	Balance as of December 31, 2019		Quoted Prices in Active Markets for Identical Assets/Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Cash equivalents	$	68,031	$	68,031	$	—	$	—


($ in thousands)			Fair Value Measurements at Reporting Date Using
Description	Balance as of December 31, 2018		Quoted Prices in Active Markets for Identical Assets/Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Cash equivalents	$	24,437	$	24,437	$	—	$	—

The cash equivalents represent demand deposit accounts and deposits in a short-term United States treasury money market mutual fund quoted in an active market and classified as a Level 1 asset.

Revenue Recognition from Collaboration Agreements

The Company adopted Accounting Standards Codification, or ASC Topic 606,

Revenue from Contracts with Customers,

Multiple Element Arrangements

non-refundable,

up-front

non-refundable,

up-front

The terms of the Company’s arrangements with customers typically include the payment of one or more of the following:

(i) non-refundable,

up-front

catch-up

basis, which would affect revenue and net loss in the period of adjustment.

he Company recognized the upfront payment

received in 2015

associated

a former

classified in current liabilities. Amounts not expected to be recognized as revenue within the twelve months following the balance sheet date

were

There

were

multiple distinct performance obligations, including material rights; thus, the Company allocate

340-40,

Other Assets and Deferred Costs: Contracts with Customers

The Company d

re-evaluate

Impact of Topic 606 Adoption

As a result of adopting ASC 606, the Company recorded an $8.1 million adjustment to the opening balance of accumulated deficit in the first quarter of 2018 as a result of the treatment of the

up-front

consideration received in July 2015 under ASC

605-25

versus ASC 606. Refer below for a summary of the amount by which each financial statement line item was affected by the impact of the cumulative adjustment:


($ in thousands)	Impact of Topic 606 Adoption on the Balance Sheet as of January 1, 2018
Description	As reported under Topic 606			Adjustments			Balances without adoption of Topic 606
Contract liability, current portion	$	622		$	(5,767	)	$	6,389
Contract liability, net of current portion	$	49,037		$	13,898		$	35,139
Accumulated deficit	$	(720,573	)	$	(8,131	)	$	(712,442	)

($ in thousands)	Impact of Topic 606 Adoption on the Statement of Operations for the Year Ended December 31, 2018
Description	As reported under Topic 606			Adjustments			Balances without adoption of Topic 606
Collaboration revenue	$	146		$	(4,732	)	$	4,878
Net loss	$	(53,117	)	$	(4,732	)	$	(48,385	)
Net income (loss) applicable to common shareholders	$	137,246		$	(4,732	)	$	141,978
Net income (loss) per share - basic	$	0.96		$	(0.03	)	$	0.99
Net income (loss) per share - diluted	$	0.96		$	(0.03	)	$	0.99

($ in thousands)	Impact of Topic 606 Adoption on the Statement of Cash Flows for the Year Ended December 31, 2018
Description	As reported under Topic 606			Adjustments			Balances without adoption of Topic 606
Net loss	$	(53,117	)	$	(4,732	)	$	(48,385	)
Changes in contract liability	$	—		$	—		$	—

The most significant change above relates to the Company’s collaboration revenue, which to date has been exclusively generated from its collaboration arrangement with Ares Trading and PGEN

Therap

eutic

, a

wholly owned subsidiary of Precigen I

nc., or

recigen

, w

hich was

formerly

known

as I

rexon

orporation

(Note 8). Under ASC 605, the Company accounted for the

up-front

Research and Development Costs

Income Taxes

The Company accounts for uncertain tax positions using a

“more-likely-than-not”

Accounting for Stock-Based Compensation


	Year ended December 31,
(in thousands)	2019		2018		2017
Research and development	$	1,461	$	1,683	$	2,401
General and administrative		4,880		5,851		6,053

Share based employee compensation expense before tax	$	6,341	$	7,534	$	8,454
Income tax benefit		—		—		—

Net share based employee compensation expense	$	6,341	$	7,534	$	8,454


	2019	2018	2017
Weighted average risk-free interest rate	1.39 - 2.53%	2.55 - 3.06%	1.85 - 2.27%
Expected life in years	5.75 - 6.25	6	6
Expected volatility	71.39 - 85.00%	80.75 - 84.71%	80.31 - 81.03%
Expected dividend yield	0	0	0

Net

Income (

Loss

)

Per Share


	For the Year Ended December 31,
in thousands, except share and per share data	2019			2018			2017
Basic
Net loss	$	(117,796	)	$	(53,117	)	$	(54,323	)
Preferred stock dividends		—			(16,998	)		(18,938	)
Settlement of a related party relationship		—			207,361			—

Net income / (loss) applicable to common shareholders	$	(117,796	)	$	137,246		$	(73,261	)

Weighted-average common shares outstanding		167,952,114			143,508,674			136,938,264

Earnings per share, basic	$	(0.70	)	$	0.96		$	(0.53	)

Diluted
Net Loss	$	(117,796	)	$	(53,117	)	$	(54,323	)
Preferred stock dividends		—			(16,998	)		(18,938	)
Precigen license transaction		—			207,361			—

Net income / (loss) applicable to common shareholders	$	(117,796	)	$	137,246		$	(73,261	)

Weighted-average common shares outstanding		167,952,114			143,508,674			136,938,264
Effect of dilutive securities
Stock options		—			201,362			—
Unvested restricted common stock		—			124			—
Warrants		—			—			—

Dilutive potential common shares		—			201,486			—

Shares used in calculating diluted earnings per share		167,952,114			143,710,160			136,938,264

Earnings per share, diluted	$	(0.70	)	$	0.96		$	(0.53	)


	December 31,
	2019		2018		2017
Stock options		6,872,879		5,075,723		4,352,135
Unvested restricted stock		939,636		681,946		1,808,559
Preferred stock		—		—		34,134,524
Warrants		22,272,727		18,939,394		—

		30,085,242		24,697,063		40,295,218

non-exclusive

New Accounting Pronouncements

In August 2018, the FASB issued ASU

No. 2018-13,

Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement

, or ASU

2018-03.

In June 2018, the FASB issued ASU

No. 2018-07,

Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting

, or ASU

2018-07.

In February 2016, the FASB issued ASU

No. 2016-02,

Leases (Topic 842)

, which requires lessees to recognize a

right-of-use

asset and lease liability for most lease arrangements. The Company adopted ASU

No. 2016-02,

non-lease

components and does not record leases on its balance sheets with terms of 12 months or less. Refer to Note 8—

Leases

for further details.

In May 2017, the FASB issued ASU

No. 2017-09,

Compensation—Stock Compensation

(Topic 718):

Scope of Modification Accounting

, or ASU

2017-09,

2017-09

Reconciliation of Cash, Cash Equivalents, and Restricted Cash (Detail) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Cash and Cash Equivalents [Line Items]
Cash and cash equivalents	$ 79,741	$ 61,729	$ 70,946
Restricted cash included in prepaid expenses and other current assets			388
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows	$ 79,741	$ 61,729	$ 71,334	$ 81,441

Summary of Non-Vested Restricted Stock (Detail) - Unvested Restricted Common Stock - $ / shares	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Number of Shares
Beginning Balance	682,070	1,808,559	1,680,492
Granted	1,519,766	150,321	907,032
Vested	(1,187,601)	(1,005,377)	(778,965)
Cancelled	(74,599)	(271,433)
Ending Balance	939,636	682,070	1,808,559
Weighted Average Grant Date Fair Value
Beginning Balance	$ 3.47	$ 5.74	$ 7.49
Granted	2.44	1.87	4.14
Vested	2.82	6.62	7.66
Cancelled	3.41	5.00
Ending Balance	$ 2.93	$ 3.47	$ 5.74

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2019

Income Tax Disclosure [Abstract]

Significant Component of Deferred Tax Assets

Significant components of the Company’s deferred tax assets at December 31, 2019 and 2018 are as follows:


	December 31,
(in thousands)	2019			2018
Deferred tax assets:
Net operating loss carryforwards	$	124,115		$	106,430
Start-up and organizational costs		30,480			33,977
Research and development credit carryforwards		35,130			33,684
Stock compensation		1,087			990
Capitalized acquisition costs		4,501			5,160
Lease liability		626			—
Depreciation		176			132
Other		1,186			920

		197,301			181,293
Less valuation allowance		(196,696	)		(181,293	)

Total deferred tax assets		605			—

Deferred tax liabilities:
Right of use asset		(605	)		—

Total deferred tax liabilities	$	(605	)	$	—

Net deferred tax e s	$	—		$	—

Reconciliation of Income Tax Expense (Benefit)

A reconciliation of income tax expense (benefit) at the statutory federal income tax rate and income taxes as reflected in the financial statements is as follows:


	Year Ended December 31,
(in thousands)	2019			2018			2017
Federal income tax at statutory rates		21	%		21	%		34	%
State income tax, net of federal tax benefit		3	%		4	%		4	%
Non-cash inducement warrant expense		-11	%		0	%		0	%
Research and development credits		1	%		2	%		3	%
Stock compensation		0	%		-1	%		-1	%
Research and development true-up		0	%		0	%		-7	%
Officers compensation		0	%		-1	%		-2	%
Other		-1	%		-2	%		-3	%
Federal rate change		0	%		3	%		-124	%
Change in valuation allowance		-13	%		-26	%		96	%

Effective tax rate		0	%		0	%		0	%

Accrued Expenses

12 Months Ended

Dec. 31, 2019

Payables and Accruals [Abstract]

Accrued Expenses

Accrued expenses consist of the following:


	December 31,
(in thousands)	2019		2018
Clinical services	$	5,247	$	3,003
Employee compensation		1,910		1,786
Preclinical services		1,147		1,247
Professional services		991		745
Manufacturing services		586		1,164
Accrued vacation		489		363
Payroll taxes and benefits		284		349
Other consulting services		192		106

Total	$	10,846	$	8,763

Potential Dilutive Shares Excluded from Computation of Diluted Net Loss Per Share (Detail) - shares	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	30,085,242	24,697,063	40,295,218
Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	22,272,727	18,939,394
Stock Options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	6,872,879	5,075,723	4,352,135
Unvested Restricted Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	939,636	681,946	1,808,559
Series 1 Preferred Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount			34,134,524