Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended |
Sep. 30, 2013 | |
Document Information [Line Items] | ' |
Document Type | 'S-1/A |
Amendment Flag | 'false |
Document Period End Date | 30-Sep-13 |
Entity Registrant Name | 'CYMABAY THERAPEUTICS, INC. |
Entity Central Index Key | '0001042074 |
Entity Filer Category | 'Smaller Reporting Company |
Balance_Sheets
Balance Sheets (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
In Thousands, unless otherwise specified | |||
Current assets: | ' | ' | ' |
Cash and cash equivalents | $32,080 | $7,726 | $8,021 |
Marketable securities | ' | ' | 11,012 |
Contract receivables | ' | 108 | 124 |
Accrued interest receivable | ' | 9 | 100 |
Prepaid expenses | 33 | 147 | 234 |
Total current assets | 32,113 | 7,990 | 19,491 |
Property and equipment, net | 9 | 84 | 203 |
Other assets | 42 | 42 | 93 |
Total assets | 32,164 | 8,116 | 19,787 |
Current liabilities: | ' | ' | ' |
Accounts payable | 1,039 | 657 | 1,608 |
Accrued liabilities | 1,204 | 894 | 1,185 |
Convertible notes | ' | 13,737 | ' |
Accrued interest payable | ' | 2,566 | ' |
Equipment loans | ' | ' | 12 |
Total current liabilities | 2,243 | 17,854 | 2,805 |
Convertible notes | 4,374 | ' | 13,747 |
Accrued interest payable | ' | ' | 1,785 |
Long term warrant liability | 5,310 | ' | ' |
Deferred rent | 131 | 132 | 214 |
Total Liabilities | 12,058 | 17,986 | 18,551 |
Commitments and contingencies (Note 8) | ' | ' | ' |
Redeemable convertible preferred stock, $0.0001 par value: 55,258,608 shares authorized; 661,059 shares issued and outstanding; aggregate liquidation preference $256,750, and $244,107 as of December 31, 2012 and 2011, respectively; no shares authorized, issued or outstanding at September 30, 2013 | ' | 318,697 | 306,053 |
Stockholders' (deficit) equity: | ' | ' | ' |
Preferred stock, $0.0001 par value; no shares authorized at December 31, 2012 and 2011; 10,000,000 shares authorized at September 30, 2013; no shares issued and outstanding | ' | ' | ' |
Common stock, $0.0001 par value: 100,000,000 shares authorized; 5,792, 5,773 and 8,790,764 shares issued and outstanding as of December 31, 2012 and 2011, and September 30, 2013 (unaudited), respectively | 1 | ' | ' |
Additional paid-in capital | 365,033 | 913 | 762 |
Accumulated other comprehensive income | ' | ' | 2 |
Accumulated deficit | -344,928 | -329,480 | -305,581 |
Total stockholders' (deficit) equity | 20,106 | -328,567 | -304,817 |
Total liabilities and redeemable convertible preferred stock and stockholders' (deficit) equity | $32,164 | $8,116 | $19,787 |
Balance_Sheets_Parenthetical
Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
In Thousands, except Share data, unless otherwise specified | |||
Redeemable convertible preferred stock, par value | $0.00 | $0.00 | $0.00 |
Redeemable convertible preferred stock, shares authorized | ' | 55,258,608 | 55,258,608 |
Redeemable convertible preferred stock, shares issued | 0 | 661,059 | 661,059 |
Redeemable convertible preferred stock, shares outstanding | 0 | 661,059 | 661,059 |
Redeemable convertible preferred stock, aggregate liquidation preference | ' | $256,750 | $244,107 |
Preferred stock, par value | $0.00 | $0.00 | $0.00 |
Preferred stock, shares authorized | 10,000,000 | ' | ' |
Preferred stock, shares issued | ' | ' | ' |
Preferred stock, shares outstanding | ' | ' | ' |
Common stock, par value | $0.00 | $0.00 | $0.00 |
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 |
Common stock, shares issued | 8,790,764 | 5,792 | 5,773 |
Common stock, shares outstanding | 8,790,764 | 5,792 | 5,773 |
Statements_of_Operations_and_C
Statements of Operations and Comprehensive Loss (USD $) | 9 Months Ended | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 |
Contract revenue | $0 | $3,037 | $3,050 | $15,147 |
Operating expenses: | ' | ' | ' | ' |
Research and development | 3,162 | 7,560 | 9,280 | 14,391 |
General and administrative | 2,780 | 3,343 | 4,208 | 4,654 |
Total operating expenses | 5,942 | 10,903 | 13,488 | 19,045 |
Loss from operations | -5,942 | -7,866 | -10,438 | -3,898 |
Other income (expense): | ' | ' | ' | ' |
Interest income | 1 | 20 | 22 | 78 |
Interest expense | -640 | -620 | -841 | -705 |
Other income, net | 422 | 1 | 2 | 28 |
Net loss | -6,159 | -8,465 | -11,255 | -4,497 |
Net (loss) income attributable to common stockholders | 16,478 | -17,930 | -23,899 | -17,106 |
Net loss | -6,159 | -8,465 | -11,255 | -4,497 |
Other comprehensive loss/income: | ' | ' | ' | ' |
Unrealized (losses) gains on marketable securities | ' | -2 | -2 | 14 |
Other comprehensive (loss) income | ' | -2 | -2 | 14 |
Comprehensive loss | ($6,159) | ($8,467) | ($11,257) | ($4,483) |
Basic net (loss) income per common share | $433.33 | ($3,098.31) | ($4,128.71) | ($2,963.11) |
Weighted average common shares outstanding used to calculate basic net (loss) income per common share | 38,027 | 5,787 | 5,788 | 5,773 |
Diluted net loss per common share | ($8.94) | ($3,098.31) | ($4,128.71) | ($2,963.11) |
Weighted average common shares outstanding used to calculate diluted net loss per common share | 688,825 | 5,787 | 5,788 | 5,773 |
Statements_of_Convertible_Pref
Statements of Convertible Preferred Stock and Stockholders' Deficit (USD $) | Total | Redeemable Convertible Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Retained Earnings |
In Thousands, except Share data | ||||||
Balance at beginning of period at Dec. 31, 2010 | ($288,487) | $293,444 | ' | ' | ($12) | ($288,475) |
Balance at beginning of period (in shares) at Dec. 31, 2010 | ' | 661,059 | 5,773 | ' | ' | ' |
Non-employee stock-based compensation expense | 5 | ' | ' | 5 | ' | ' |
Employee and director stock-based compensation expense | 757 | ' | ' | 757 | ' | ' |
Accretion to redemption value of redeemable convertible preferred stock | -12,609 | 12,609 | ' | ' | ' | -12,609 |
Net loss | -4,497 | ' | ' | ' | ' | -4,497 |
Net unrealized gain (loss) on marketable securities | 14 | ' | ' | ' | 14 | ' |
Balance at beginning of period at Dec. 31, 2011 | -304,817 | 306,053 | ' | 762 | 2 | -305,581 |
Balance at beginning of period (in shares) at Dec. 31, 2011 | ' | 661,059 | 5,773 | ' | ' | ' |
Discount conversion feature associated with convertible notes | 70 | ' | ' | 70 | ' | ' |
Issuance of common stock upon exercise of options (in shares) | 19 | ' | 19 | ' | ' | ' |
Non-employee stock-based compensation expense | 1 | ' | 0 | 1 | ' | ' |
Employee and director stock-based compensation expense | 80 | ' | ' | 80 | ' | ' |
Accretion to redemption value of redeemable convertible preferred stock | -12,644 | 12,644 | ' | ' | ' | -12,644 |
Net loss | -11,255 | ' | ' | ' | ' | -11,255 |
Net unrealized gain (loss) on marketable securities | -2 | ' | ' | ' | -2 | ' |
Balance at beginning of period at Dec. 31, 2012 | -328,567 | 318,697 | ' | 913 | ' | -329,480 |
Balance at beginning of period (in shares) at Dec. 31, 2012 | ' | 661,059 | 5,792 | ' | ' | ' |
Issuance of common stock upon exercise of options (in shares) | 78 | ' | 78 | ' | ' | ' |
Issuance of common stock upon exercise of options | 78 | ' | ' | ' | ' | ' |
Employee and director stock-based compensation expense | 49 | ' | ' | 49 | ' | ' |
Accretion to redemption value of redeemable convertible preferred stock | -9,289 | 9,289 | ' | ' | ' | -9,289 |
Repurchase of convertible preferred stock, value | 8,247 | -8,250 | ' | 8,247 | ' | ' |
Repurchase of convertible preferred stock, (in shares) | ' | -39,606 | ' | ' | ' | ' |
Conversion of preferred stock to common stock, value | 319,736 | -319,736 | ' | 319,736 | ' | ' |
Conversion of preferred stock to common stock, (in shares) | ' | -621,453 | 2,793,281 | ' | ' | ' |
Issuance of common stock, net of $4,044 issuance costs (unaudited) | 19,144 | ' | 1 | 19,143 | ' | ' |
Issuance of common stock, (in shares) | ' | ' | 5,366,669 | ' | ' | ' |
Extinguishment of debt through issuance of common stock | 16,945 | ' | ' | 16,945 | ' | ' |
Extinguishment of debt through issuance of common stock, (in shares) | 624,944 | ' | 624,944 | ' | ' | ' |
Net loss | -6,159 | ' | ' | ' | ' | -6,159 |
Balance at beginning of period at Sep. 30, 2013 | $20,106 | ' | $1 | $365,033 | ' | ($344,928) |
Balance at beginning of period (in shares) at Sep. 30, 2013 | ' | ' | 8,790,764 | ' | ' | ' |
Statements_of_Convertible_Pref1
Statements of Convertible Preferred Stock and Stockholders' Deficit (Parenthetical) (USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2013 |
Stock issuance cost | $4,044 |
Statements_of_Cash_Flows
Statements of Cash Flows (USD $) | 9 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 |
Operating activities | ' | ' | ' | ' |
Net loss | ($6,159) | ($8,465) | ($11,255) | ($4,497) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' | ' | ' |
Depreciation and amortization | 50 | 91 | 119 | 210 |
Amortization of notes payable conversion option | 10 | ' | ' | ' |
Non-employee stock-based compensation expense | ' | 1 | 1 | 6 |
Employee and director stock-based compensation expense | 49 | 62 | 80 | 757 |
Non-cash interest associated with discount accretion | ' | 45 | 60 | ' |
Gain on sale of property and equipment | -425 | ' | ' | ' |
Changes in assets and liabilities: | ' | ' | ' | ' |
Contract receivables | 108 | -2,941 | 16 | 267 |
Accrued interest receivable | 9 | 69 | 91 | 250 |
Prepaid expenses | 114 | -12 | 87 | 12 |
Other assets | ' | 51 | 51 | 110 |
Accounts payable | 382 | -696 | -951 | -557 |
Accrued liabilities | 310 | 353 | -291 | -520 |
Accrued interest payable | 632 | 575 | 781 | 693 |
Deferred rent | -1 | -59 | -82 | 69 |
Deferred revenue | ' | 13 | ' | -14,725 |
Net cash used in operating activities | -4,921 | -10,913 | -11,293 | -17,925 |
Investing activities | ' | ' | ' | ' |
Purchases of property and equipment | 450 | ' | ' | -37 |
Purchases of marketable securities | ' | -2,882 | -2,881 | -21,714 |
Proceeds from maturities of marketable securities | ' | 13,892 | 13,891 | 40,985 |
Net cash provided by investing activities | 450 | 11,010 | 11,010 | 19,234 |
Financing activities | ' | ' | ' | ' |
Proceeds from facility loan | 4,853 | ' | ' | ' |
Proceeds from issuance of common stock and warrants, net of issuance of costs | 23,975 | ' | ' | ' |
Repurchase of preferred stock | -3 | ' | ' | ' |
Principal payments on equipment loans | ' | -12 | -12 | -200 |
Net cash (used in) provided by financing activities | 28,825 | -12 | -12 | -200 |
Net (decrease)/increase in cash and cash equivalents | 24,354 | 85 | -295 | 1,109 |
Cash and cash equivalents at beginning of year | 7,726 | 8,021 | 8,021 | 6,912 |
Cash and cash equivalents at end of year | 32,080 | 8,106 | 7,726 | 8,021 |
Supplemental disclosure of cash flow information | ' | ' | ' | ' |
Interest paid | ' | ' | ' | 10 |
Issuance common stock for debt extinguishment | 16,945 | ' | ' | ' |
Issuance of common stock warrants-lenders | 479 | ' | ' | ' |
Issuance of common stock warrants-common stock | 4,831 | ' | ' | ' |
Conversion of preferred shares into common stock | $323,155 | ' | ' | ' |
Organization_and_Description_o
Organization and Description of Business | 9 Months Ended |
Sep. 30, 2013 | |
Organization and Description of Business | ' |
1. Organization and Description of Business | |
CymaBay Therapeutics, Inc., formerly Metabolex, Inc., (the Company) is a biopharmaceutical company focused on the discovery and development of proprietary new medicines for the treatment of gout and metabolic diseases. The Company was incorporated in Delaware in October 1988 as Transtech Corporation. | |
Since inception, the Company has funded its operations primarily through the sale of convertible preferred stock, receipts from the exercise of related warrants to purchase preferred stock, the issuance of convertible notes, and up-front fees, milestones, and research and development funding received under collaboration agreements. The primary uses of funds to date have been for research, pre-clinical and clinical development, drug manufacturing, license payments, business development and administration, and spending on capital items. | |
Need to Raise Additional Capital | |
The accompanying financial statements for the years ended December 31, 2012 and 2011, have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business for the foreseeable future. The Company has incurred net losses from operations since its inception and has an accumulated deficit of $329.5 million at December 31, 2012. The Company recorded net losses of $11.3 million and $4.5 million for the years ended December 31, 2012 and 2011, respectively. The Company also recorded negative cash flows from operating activities during 2012 and 2011 of $11.4 million and $17.9 million, respectively. To date, none of the Company’s product candidates have been approved for marketing and sale, and the Company has not recorded any product sales. Management expects operating losses to continue for the next several years. The Company’s ability to achieve profitability is dependent primarily on its ability to successfully develop, acquire or in-license additional product candidates, continue clinical trials for product candidates currently in clinical development, obtain regulatory approvals, and support commercialization activities for partnered product candidates. Products developed by the Company will require approval of the U.S. Food and Drug Administration (FDA) or a foreign regulatory authority prior to commercial sale. The regulatory approval process is expensive, time-consuming, and uncertain, and any denial or delay of approval could have a material adverse effect on the Company. Even if approved, the Company’s products may not achieve market acceptance and will face competition from both generic and branded pharmaceutical products. As of December 31, 2012, the Company had cash and cash equivalents of $7.7 million and a working capital deficit of $9.9 million. The Company will require additional financial resources to fund its ongoing operations, which management plans to raise primarily through equity and/or debt financings and/or collaboration activities. Such funding may not be available to the Company on acceptable terms, or at all. The accompanying financial statements do not include any adjustments relating to the recoverability of the carrying amounts of recorded assets or the amount of liabilities that might result from the outcome of uncertainties. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Summary of Significant Accounting Policies | ' | ||||||||||||||||
2. Summary of Significant Accounting Policies | |||||||||||||||||
Basis of Presentation and Use of Estimates | |||||||||||||||||
The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP), which requires management to make estimates and assumptions that affect the amounts and disclosures reported in the financial statements and accompanying notes. Management bases its estimates on historical experience and on assumptions believed to be reasonable under the circumstances. The estimation process often may yield a range of potentially reasonable estimates of the ultimate future outcomes, and management must select an amount that falls within that range of reasonable estimates. Actual results could differ materially from those estimates. The Company believes significant judgment is involved in determining revenue recognition and in estimating stock-based compensation, accrued liabilities, and equity instrument valuations. | |||||||||||||||||
Unaudited Interim Financial Information | |||||||||||||||||
The accompanying interim consolidated financial statements are unaudited. The financial data and other information disclosed in these notes to the financial statements related to September 30, 2013 and the nine month periods ended September 30, 2013 and 2012, are also unaudited. These unaudited interim financial statements have been prepared in accordance U.S. GAAP (“GAAP”) and following the requirements of the United States Securities and Exchange Commission (“SEC”) for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by GAAP can be condensed or omitted. In management’s opinion, the unaudited interim financial statements have been prepared on the same basis as the audited financial statements and include all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the Company’s financial position and its results of operations and comprehensive income (loss) and its cash flows for periods presented. The results for the three and nine months ended September 30, 2013, are not necessarily indicative of results to be expected for the year ending December 31, 2013, or for any other interim period or for any future year. | |||||||||||||||||
Reverse Stock Split | |||||||||||||||||
On September 30, 2013, the Company filed amended and restated certificates of incorporation under which the Company’s preferred stock and common stock was reverse split on a 1-for-79.5 basis. The accompanying financial statements and notes to the financial statements, other than with respect to the authorized number of shares, give retroactive effect to the reverse split for all periods presented. | |||||||||||||||||
Concentration of Credit Risk | |||||||||||||||||
Cash, cash equivalents, and marketable securities consist of financial instruments that potentially subject the Company to a concentration of credit risk to the extent of the fair value recorded in the balance sheet. The Company invests cash that is not required for immediate operating needs primarily in highly liquid instruments that bear minimal risk. The Company has established guidelines relating to the quality, diversification, and maturities of securities to enable the Company to manage its credit risk. | |||||||||||||||||
Fair Value of Financial Instruments | |||||||||||||||||
The Company’s financial instruments consist of cash and cash equivalents, short-term marketable securities, accounts payable, accrued expenses, and convertible notes. Fair value estimates of these instruments are made at a specific point in time, based on relevant market information. These estimates may be subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. The carrying amounts of cash and cash equivalents, and accrued liabilities are generally considered to be representative of their respective fair values because of the short-term nature of those instruments. | |||||||||||||||||
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Assets and liabilities that are measured at fair value are reported using a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy maximizes the use of observable inputs and maximizes the use of unobservable inputs and is as follows: | |||||||||||||||||
Level 1—Quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. | |||||||||||||||||
Level 2—Inputs other than quoted prices in active markets that are observable for the asset or liability, either directly or indirectly. | |||||||||||||||||
Level 3—Inputs that are unobservable for the asset or liability. | |||||||||||||||||
The carrying amounts of financial instruments such as cash and cash equivalents, short-term marketable securities, accounts payable, convertible notes, and accrued expenses approximate the related fair values due to the short-term maturities of these instruments. Marketable securities consist of available-for-sale securities that are reported at fair value, with the related unrealized gains and losses included in accumulated other comprehensive income (loss), a component of stockholders’ equity (deficit). The Company values cash equivalents and marketable securities using quoted market prices or alternative pricing sources and models utilizing observable market inputs and, as such, classifies cash equivalents and marketable securities within Level 1 or Level 2. As of December 31, 2012 and 2011, the Company had no assets or liabilities measured at fair value on a recurring basis within the Level 3 hierarchy. As of September 30, 2013, the Company also held a Level 3 liability associated with warrants, issued in connection with the Company’s equity offering, completed in September 2013. The warrants are considered a liability and are valued using an option-pricing model, the inputs for which include exercise price of the warrants, market price of the underlying common shares, expected term, volatility based on a group of the Company’s peers and the risk-free rate corresponding to the expected term of the warrants. Changes to any of the inputs can have a significant impact to the estimated fair value of the warrants. | |||||||||||||||||
Cash, Cash Equivalents, and Marketable Securities | |||||||||||||||||
The Company considers all highly liquid investments with a remaining maturity of 90 days or less at the time of purchase to be cash equivalents. Cash and cash equivalents consist of deposits with commercial banks in checking, interest-bearing, and demand money market accounts. The Company invests excess cash in marketable securities with high credit ratings. These securities consist primarily of U.S. Treasury or agency obligations and corporate debt and are classified as “available-for-sale.” Management may liquidate any of these investments in order to meet the Company’s liquidity needs in the next year. Accordingly, any investments with contractual maturities greater than one year from the balance sheet date are classified as short-term in the balance sheet. | |||||||||||||||||
Realized gains and losses from the sale of marketable securities, if any, are calculated using the specific-identification method. Realized gains and losses and declines in value judged to be other-than-temporary are included in interest income or expense in the statements of operations. Unrealized holding gains and losses are reported in accumulated other comprehensive loss, in the balance sheet. To date, the Company has not recorded any impairment charges on its marketable securities related to other-than-temporary declines in market value. In determining whether a decline in market value is other-than-temporary, various factors are considered, including the cause, duration of time and severity of the impairment, any adverse changes in the investees’ financial condition, and the Company’s intent and ability to hold the security for a period of time sufficient to allow for an anticipated recovery in market value. | |||||||||||||||||
Property and Equipment | |||||||||||||||||
Property and equipment is stated at cost, less accumulated depreciation and amortization. Depreciation and amortization is calculated using the straight-line method, and the cost is amortized over the estimated useful lives of the respective assets, generally three to seven years. Leasehold improvements are amortized over the shorter of the useful lives or the non-cancelable term of the related lease. Maintenance and repair costs are charged as expense in the statements of operations and comprehensive loss as incurred. | |||||||||||||||||
Impairment of Long-Lived Assets | |||||||||||||||||
The Company reviews long-lived assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. An impairment loss is recognized if the estimated undiscounted future cash flow expected to result from the use and eventual disposition of an asset is less than the carrying amount. While the Company’s current and historical operating losses and cash flows are indicators of impairment, the Company believes the future cash flows to be received support the carrying value of its long-lived assets. Accordingly, the Company has not recognized any impairment losses as of September 30, 2013, December 31, 2012 and 2011. | |||||||||||||||||
Deferred Rent | |||||||||||||||||
The Company records its costs under facility operating lease agreements as rent expense. Rent expense is recognized on a straight-line basis over the non-cancelable term of the operating lease. The difference between the actual amounts paid and amounts recorded as rent expense is recorded to deferred rent in the balance sheet. | |||||||||||||||||
Revenue Recognition | |||||||||||||||||
The Company recognizes revenue when (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered, (iii) the price is fixed and determinable, and (iv) collectability is reasonably assured. Payments received in advance of work performed are recorded as deferred revenue and recognized when earned. All revenue recognized to date under the collaboration agreements has been nonrefundable. | |||||||||||||||||
Contract revenue from two strategic partners accounted for 95% and 5%, respectively, of total contract revenue in 2011. In 2012, 100% of contract revenue was from one strategic partner. There was no contract revenue for the nine months ended September 30, 2013. | |||||||||||||||||
Multiple Element Arrangements | |||||||||||||||||
The Company evaluates revenue from agreements that have multiple elements to determine whether the components of the arrangement represent separate units of accounting. Management considers whether components of an arrangement represent separate units of accounting based upon whether certain criteria are met, including whether the delivered element has stand-alone value to the customer. To date, all of the Company’s collaboration agreements have been assessed to have one unit of accounting. Up-front and license fees received for a combined unit of accounting have been deferred and recognized ratably over the projected performance period. Non-refundable fees where the Company has no continuing performance obligations have been recognized as revenue when collection is reasonably assured and all other revenue recognition criteria have been met. | |||||||||||||||||
Milestones and Contingent Payments | |||||||||||||||||
Contingent consideration received from the achievement of a substantive milestone will be recognized in its entirety in the period in which the milestone is achieved. A milestone is defined as an event having all of the following characteristics: (i) there is substantive uncertainty at the date the arrangement is entered into that the event will be achieved, (ii) the event can only be achieved based in whole or in part on either the company’s performance or a specific outcome resulting from the company’s performance and (iii) if achieved, the event would result in additional payments being due to the Company. | |||||||||||||||||
The Company’s future research and development and license agreements may provide for success fees or payments to be paid to the Company upon the achievement of certain development milestones. Given the challenges inherent in developing biologic products, there may be substantial uncertainty as to whether any such milestones would be achieved at the time the agreements are executed. In addition, the Company will evaluate whether the development milestones meet all of the conditions to be considered substantive. The conditions include: (1) the consideration is commensurate with either of the following: (a) the Company’s performance to achieve the milestone or (b) the enhancement of the value of the delivered item or items as a result of a specific outcome resulting from the Company’s performance to achieve the milestone; (2) the consideration relates solely to past performance; and (3) the consideration is reasonable relative to all of the deliverables and payment terms within the arrangement. If the Company considers the development milestones to be substantive, revenue related to such future milestone payments will be recognized as the Company achieves each milestone. Research and Development Funding Internal and external research and development costs reimbursed in connection with research and development funding or collaboration agreements are recognized as revenue in the same period as the costs are incurred, and are presented on a gross basis because the Company acts as a principal, has the discretion to choose suppliers, bears credit risk, and performs part of the services. | |||||||||||||||||
Research and Development Expenses | |||||||||||||||||
Research and development expenses consist of costs incurred in identifying, developing, and testing product candidates. These expenses consist primarily of costs for research and development personnel, including related stock-based compensation; contract research organizations and other third parties that assist in managing, monitoring, and analyzing clinical trials; investigator and site fees; laboratory services; consultants; contract manufacturing services; non-clinical studies, including materials; and allocated expenses, such as depreciation of assets, and facilities and information technology that support research and development activities. Research and development costs are expensed as incurred, including expenses that may or may not be reimbursed under research and development funding arrangements. Research and development expenses under collaboration agreements approximate the revenue recognized under such agreements. | |||||||||||||||||
The expenses related to clinical trials are based upon estimates of the services received and efforts expended pursuant to contracts with multiple research institutions and clinical research organizations that conduct and manage clinical trials on behalf of the Company. Expenses related to clinical trials are accrued based upon the level of activity incurred under each contract as indicated by such factors as progress made against specified milestones or targets in each period, patient enrollment levels, and other trial activities. Payments made to third parties under these clinical trial arrangements in advance of the receipt of the related services are recorded as prepaid assets, depending on the terms of the agreement, until the services are rendered. | |||||||||||||||||
Stock-Based Compensation | |||||||||||||||||
Employee and director stock-based compensation is measured at the grant date, based on the fair-value-based measurements of the stock awards, and the portion that is ultimately expected to vest is recognized as an expense over the related vesting periods, net of estimated forfeitures. The Company calculates the fair-value-based measurements of options using the Black-Scholes valuation model and the single-option approach and recognizes expense using the straight-line attribution method. | |||||||||||||||||
Equity awards granted to non-employees have been accounted for using the Black-Scholes valuation model to determine the fair value-based measurements of such instruments. The fair value-based measurements of options and warrants granted to non-employees are re-measured over the related vesting period and amortized to expense as earned. | |||||||||||||||||
Income Taxes | |||||||||||||||||
The Company utilizes the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between the financial reporting and the tax bases of assets and liabilities and are measured using enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is recorded when it is more likely than not that all or part of a deferred tax asset will not be realized. | |||||||||||||||||
The Company follows the accounting guidance for uncertainty in income taxes. The guidance prescribes a recognition threshold and measurement attribute criteria for the financial recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination based on the technical merits of the position. Due to the Company’s ongoing operating losses since inception, the Company has not recorded reserves for uncertain tax positions as of December 31, 2012 and 2011. | |||||||||||||||||
The Company recognizes the financial statement effects of a tax position when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. The Company records interest related to income taxes, if any, as interest, and any penalties would be recorded as other expense in the statements of operations and comprehensive loss. There was no interest or penalties related to income taxes recorded during the years ended December 31, 2012 and 2011. | |||||||||||||||||
Comprehensive Loss | |||||||||||||||||
Comprehensive loss includes net loss and net unrealized gains and losses on marketable securities, which are presented in a single continuous statement. Comprehensive loss is disclosed in the statements of convertible preferred stock and stockholders’ deficit, and is stated net of related tax effects, if any. | |||||||||||||||||
Net Loss Per Common Share | |||||||||||||||||
Net Income (Loss) Per Common Share | |||||||||||||||||
Basic net income (loss) per share of common stock is based on the weighted average number of shares of common stock outstanding equivalents during the period. Prior to the 2013 financing, in addition to common stock, the Company had preferred stock outstanding that contractually entitled the holder to participate in dividends and earnings of the Company. Accordingly, the Company applied the two-class method for calculating net income (loss) per share. Under this method, all undistributed earnings are allocated first to the preferred stockholders based on their contractual right to dividends. This right is calculated on a pro rated basis for the portion of the period the preferred shares were outstanding. In addition, in connection with the 2013 financing, during the nine months ended September 30, 2013, the Company extinguished all outstanding preferred stock. The excess of the carrying amount of such preferred stock over the fair value of the consideration paid to the holders was treated as an adjustment that reduced preferred stockholders’ dividend or distribution entitlement. The amount of earnings that resulted from adjusting net loss for the period as described above was allocated between weighted average number of participating preferred and common stock shares based on their entitlement to such distributions as if all of the earnings of the period had been distributed. | |||||||||||||||||
Diluted net loss per share of common stock is calculated using the more dilutive of the two approaches: one, “as-converted” method, under which the weighted average number of common stock shares outstanding during the period is adjusted to include the assumed conversion of redeemable convertible preferred stock at the beginning of the period, and the other, the “two-class” method as described above. Under either approach, the weighted average number of shares outstanding is also adjusted to include the assumed exercises of stock options and warrants, if dilutive. For periods in which the Company has basic net loss per share of common stock, such as for the years ended December 31, 2012 and 2011, and nine months ended September 30, 2012, diluted net loss per share is the same as basic, as any adjustments would have been anti-dilutive. For nine months ended September 30, 2013, the Company’s diluted net loss per common share was calculated using the “as-converted” method, as it resulted in a net loss per share of common stock and accordingly, was more dilutive than the “two-class” method. | |||||||||||||||||
In all periods presented, the Company’s outstanding stock options and warrants were excluded from the calculation of earnings (loss) per share because the effect would be antidilutive. | |||||||||||||||||
The following table sets forth the computation of basic and diluted net income (loss) per share (in thousands, except share and per share amounts): | |||||||||||||||||
Years Ended December 31, | Nine Months Ended | ||||||||||||||||
September 30, | |||||||||||||||||
2012 | 2011 | 2013 | 2012 | ||||||||||||||
unaudited | |||||||||||||||||
Basic: | |||||||||||||||||
Numerator: | |||||||||||||||||
Net loss | $ | (11,255 | ) | $ | (4,497 | ) | $ | (6,159 | ) | $ | (8,465 | ) | |||||
Accretion to redemption value of redeemable convertible preferred stock | (12,644 | ) | (12,609 | ) | (9,289 | ) | (9,465 | ) | |||||||||
Reduction in redeemable convertible preferred stock distribution entitlement upon extinguishment | — | — | 313,933 | — | |||||||||||||
Amounts allocated to participating redeemable convertible preferred stock | — | — | (282,006 | ) | — | ||||||||||||
Net (loss) income allocated to common stock—basic | $ | (23,899 | ) | $ | (17,106 | ) | $ | 16,478 | $ | (17,930 | ) | ||||||
Denominator: | |||||||||||||||||
Weighted average number of common stock shares outstanding | 5,788 | 5,773 | 38,027 | 5,787 | |||||||||||||
Net (loss) income per share—basic: | $ | (4,128.71 | ) | $ | (2,963.11 | ) | $ | 433.33 | $ | (3,098.31 | ) | ||||||
Diluted: | |||||||||||||||||
Numerator: | |||||||||||||||||
Net (loss) income allocated to common stock | $ | (23,899 | ) | $ | (17,106 | ) | $ | 16,478 | $ | (17,930 | ) | ||||||
Adjustments from assumed conversion of redeemable convertible preferred stock | — | — | (22,637 | ) | — | ||||||||||||
Net loss allocated to common stock—diluted | $ | (23,899 | ) | $ | (17,106 | ) | $ | (6,159 | ) | $ | (17,930 | ) | |||||
Denominator: | |||||||||||||||||
Weighted average number of common stock shares outstanding | 5,788 | 5,773 | 38,027 | 5,787 | |||||||||||||
Weighted average number of preferred stock shares outstanding | — | — | 650,798 | — | |||||||||||||
Total common stock shares equivalents | 5,788 | 5,773 | 688,825 | 5,787 | |||||||||||||
Net loss per share—diluted: | $ | (4,128.71 | ) | $ | (2,963.11 | ) | $ | (8.94 | ) | $ | (3,098.31 | ) | |||||
The following table shows the total outstanding securities considered anti-dilutive and therefore excluded from the computation of diluted net income (loss) per share (in thousands): | |||||||||||||||||
Year ended | Nine Months Ended | ||||||||||||||||
December 31, | September 30, | ||||||||||||||||
(unaudited) | |||||||||||||||||
2012 | 2011 | 2013 | 2012 | ||||||||||||||
Redeemable convertible preferred stock | 661 | 661 | — | 661 | |||||||||||||
Common stock options | 104 | 122 | 90 | 107 | |||||||||||||
Warrants for common stock | 28 | 30 | 1,543 | — | |||||||||||||
Recent Accounting Pronouncements | |||||||||||||||||
In September 2011, the Financial Accounting Standards Board (the FASB) issued Accounting Standards Update (ASU) No. 2011-05, Presentation of Comprehensive Income. This ASU gives an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. This guidance is effective on a retrospective basis in the Company’s financial statements for the year ending December 31, 2012. The Company adopted this pronouncement and elected to present a single continuous statement of comprehensive income. The retrospective application had only a presentation impact on the Company’s financial statements for the twelve months ended December 31, 2012. | |||||||||||||||||
In May 2011, the FASB issued ASU No. 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. This ASU is the result of joint efforts by the FASB and International Accounting Standards Board to develop a single, converged fair value framework. While this ASU is largely consistent with existing fair value measurement principles in U.S. GAAP, it expands the existing disclosure requirements for fair value measurements in Accounting Standards Codification (ASC) Topic 820, Fair Value Measurement, and makes other amendments. Many of these amendments were made to eliminate unnecessary wording differences between U.S. GAAP and International Financial Reporting Standards, which could change how fair value measurement guidance in ASC 820 is applied. This guidance was effective on a prospective basis for the Company on January 1, 2012. The prospective application had only a disclosure impact on the Company’s financial statements for the year ended December 31, 2012. |
Marketable_Securities
Marketable Securities | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Marketable Securities | ' | ||||||||||||||||
3. Marketable Securities | |||||||||||||||||
There were no unrealized losses or gains and the amortized cost and estimated fair value was $0 as of September 30, 2013 and December 31, 2012. Marketable available-for-sale securities as of December 31, 2011 consist of the following (in thousands): | |||||||||||||||||
Amortized | Gross | Gross | Estimated | ||||||||||||||
Cost | Unrealized | Unrealized | Fair Value | ||||||||||||||
Gains | Losses | ||||||||||||||||
As of December 31, 2011: | |||||||||||||||||
Obligations of U.S. government agencies | $ | 4,495 | $ | 1 | $ | — | $ | 4,496 | |||||||||
Corporate debt securities | 6,516 | — | — | 6,516 | |||||||||||||
$ | 11,011 | $ | 1 | $ | — | $ | 11,012 | ||||||||||
As of December 31, 2011, all marketable securities had contractual maturities of less than one year. Realized gains and losses were immaterial for the years ended December 31, 2012 and 2011 and the nine months ended September 30, 2013 and 2012. |
Certain_Balance_Sheet_Items
Certain Balance Sheet Items | 9 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Certain Balance Sheet Items | ' | ||||||||||||
4. Certain Balance Sheet Items | |||||||||||||
Property and equipment consists of the following (in thousands): | |||||||||||||
December 31, | September 30, | ||||||||||||
2012 | 2011 | 2013 | |||||||||||
(unaudited) | |||||||||||||
Laboratory equipment | $ | 3,778 | $ | 3,778 | $ | — | |||||||
Office and computer equipment | 983 | 983 | 605 | ||||||||||
Purchased software | 166 | 166 | 166 | ||||||||||
Furniture and fixtures | 174 | 174 | 43 | ||||||||||
Leasehold improvements | 2,534 | 2,534 | 2,534 | ||||||||||
Total | 7,635 | 7,635 | 3,348 | ||||||||||
Less accumulated depreciation and amortization | (7,551 | ) | (7,432 | ) | (3,339 | ) | |||||||
Property and equipment, net | $ | 84 | $ | 203 | $ | 9 | |||||||
Property and equipment includes assets financed through equipment loans, which were fully paid in January 2012. Property and equipment and accumulated depreciation related to assets financed by equipment loans was $1.1 million as of December 31, 2011. | |||||||||||||
Accrued liabilities consist of the following (in thousands): | |||||||||||||
December 31, | September 30, | ||||||||||||
2012 | 2011 | 2013 | |||||||||||
(unaudited) | |||||||||||||
Accrued compensation | $ | 291 | $ | 362 | $ | 269 | |||||||
Accrued pre-clinical and clinical trial expenses | 304 | 496 | 199 | ||||||||||
Accrued professional fees | 285 | 292 | 736 | ||||||||||
Other accruals | 14 | 35 | — | ||||||||||
Total accrued liabilities | $ | 894 | $ | 1,185 | $ | 1,204 | |||||||
Collaboration_Agreements
Collaboration Agreements | 9 Months Ended |
Sep. 30, 2013 | |
Collaboration Agreements | ' |
5. Collaboration Agreements | |
Sanofi-Aventis Deutschland GMBH | |
In June 2010, the Company entered into a development and license agreement effective July 21, 2010, with Sanofi-Aventis Deutschland GMBH (Sanofi-Aventis), whereby Sanofi-Aventis received an exclusive worldwide license for the research, development, manufacture and commercialization of small molecules that modulate the G-protein coupled receptor 119 (GPR119). The agreement includes rights to MBX-2982, a potent selective orally active GPR119 agonist discovered by the Company. Upon the effective date of this agreement, the Company received a one-time nonrefundable up-front license payment of $25.0 million. The Company was eligible to receive milestones if certain development and commercial events were achieved, as well as royalties on worldwide product sales, if any. The one-time nonrefundable up-front license payment was being recognized as revenue ratably over the period that the Company expected to complete certain research and development activities that represent the Company’s substantive performance obligations under the agreement. Of this up-front license fee, $11.0 million was recognized as contract revenue in 2011 and none was recognized in 2012 or in the nine months ended September 30, 2013, | |
On June 15, 2011, the arrangement was terminated by Sanofi-Aventis. Following termination, the Company retained rights to the current programs under this agreement and may continue to develop the programs and commercialize any products resulting from the programs, or the Company may elect to cease progressing the programs and/or seek other partners for further development and commercialization of the programs. | |
In 2012, the Company recognized a final payment from Sanofi-Aventis of $2.9 million as contract revenue. | |
Takeda San Francisco, Inc. | |
In March 2010, the Company entered into a research collaboration agreement with Takeda San Francisco, Inc. (TSF), a wholly owned subsidiary of Takeda Pharmaceutical Company Limited. The Company collaborated with TSF on the evaluation and validation of protein targets for the development of biological products. In March 2010, the Company received $1.5 million, representing $0.9 million of one-time nonrefundable technology access fees and $0.6 million of specified research and development funding for the research term of the collaboration. The technology access fee and the research and development funding were deferred and were being recognized ratably over the funded research term, which was scheduled from March 2010 to August 2011. The Company recognized $0.7 million and $0.8 million as contract revenue in 2011 and 2010, respectively, under this arrangement. Approximately $0.1 was recognized as specific research and development funding under this agreement in the year ended December 31, 2012. Takeda terminated this agreement on March 16, 2013 with no further payments being made as of September 30, 2013. | |
Pfizer, Inc. | |
In December 1998, the Company entered into a collaboration agreement in the area of insulin secretion target discovery with the Parke-Davis division of Warner-Lambert Company, since acquired by Pfizer Inc., to identify genes involved in diabetes and to develop therapeutic compounds from the research. The collaboration agreement provided for an initial five-year funded research term, which was subsequently extended an additional year until December 2004. The Company received payments for research and development costs for the funded research term and is entitled to receive payments for specified drug development achievements. If products resulting from the collaboration are eventually marketed and sold, the Company will also receive royalties on sales of such products. No amounts were received under this agreement in the nine months ended September 30, 2013 and the years ended December 31, 2012 and, 2011. | |
The Company was also eligible to receive contingent payments if certain development and commercial events were achieved as well as royalties on worldwide product sales, if any. The $7.5 million one-time nonrefundable technology access fee was recognized as revenue in 2010, as the Company had no substantive performance obligations under this arrangement. No amounts were received under this agreement in the nine months ended September 30, 2013 and for the years ended December 31, 2012 and 2011. |
License_Agreements
License Agreements | 9 Months Ended |
Sep. 30, 2013 | |
License Agreements | ' |
6. License Agreements | |
In June 1998, the Company entered into a license agreement with DiaTex, Inc. (DiaTex) relating to products containing halofenate, its enantiomers, derivatives, and analogs (the licensed products). The license agreement provides that DiaTex and the Company are joint owners of all of the patents and patent applications covering the licensed products and methods of producing or using such compounds, as well as certain other know-how (the covered IP). As part of the license agreement, the Company received an exclusive worldwide license, including as to DiaTex, to use the covered IP to develop and commercialize the licensed products. The Company also retained the right to sub-license the covered IP. The license agreement contains a $2,000 per month license fee as well as a requirement to make additional payments for development achievements and royalty payments on any sales of licensed products. Pursuant to the license agreement, all of the Company’s patents and patent applications related to MBX-102, its use, and production are jointly owned with DiaTex. DiaTex is entitled to up to $0.8 million for the future development of MBX-102, as well as royalty payments on any sales of products containing MBX-102. No development payments were made in the years ended December 31, 2012 and, 2011 or the nine months ended September 30, 2013 and no royalties have been paid to date. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2013 | |
Debt | ' |
7. Debt | |
On June 20, 2006 the Company entered into a equity and loan facility with the Johnson and Johnson Development Corporation (“JJDC”) pursuant to which the Company could drawn down up to an aggregate of $30 million in loans in the form of convertible preferred stock promissory notes. In March and September 2008, the Company issued notes in the aggregate amount of $3.5 million and $10.5 million, respectively. The notes were due on March 17 and September 17, 2011, including interest that accrued at 7.57% per annum. In December 2010, the aggregate principal amount and all accrued interest under the notes issued in March and September 2008 were converted into the Company’s Series E-3 convertible preferred stock (Series E-3 Preferred) at 232.93 per share. | |
In February and July 2009, the Company issued notes in the aggregate amount of $7.0 million and $6.7 million, respectively, which represented the remaining amount available to the Company, in accordance with the terms of the equity and loan facility with JJDC. The notes were due in February 2012 and July 2012, including interest that accrued at 4.42% per annum and 4.960% per annum, respectively. In January 2012, the Company amended the maturity dates of the outstanding $7.0 million and $6.7 million convertible promissory notes to extend the maturity date to March 1, 2013 (see Note 15 for additional extension), and interest rates were increased to 4.919% and 5.46% per annum, respectively. In addition, the conversion price of the notes to convert into shares of the Company’s Series C-1 Preferred Stock was decreased from $438.84 per share to $292.56 per share. All of these notes were further amended in March 2013, to extend the maturity date on the notes to August 1, 2013, and to make the notes subordinate to repayment of the Company’s severance obligations to all employees until January 1, 2014. On July 31, 2013, the maturity date was extended to December 31, 2013. For the years ended December 31, 2012 and 2011, the Company recognized $0.7 million and $0.7 million, respectively, of interest expense related to the convertible promissory notes. For the three and nine months ended September 31, 2012 and 2013, the Company recognized $0.2 million and $0.6 million respectively, of interest expense related to the convertible promissory notes. On September 30, 2013, the outstanding principal and accrued interest of $16.9 million under the equity and loan facility with JJDC was extinguished in exchange for 624,944 shares of common stock as an integral part of the 2013 finance restructuring. | |
Equipment Loans | |
In February 2007, the Company entered into an equipment loan and security agreement with General Electric Capital Corporation (GECC) under which GECC provided loans to the Company totaling $1.1 million in 2007, each with a term of four years, at fixed rates of interest between 9.78% and 9.91%. GECC has been granted a security interest in all equipment financed by the loans. There are no financial covenants associated with the agreement. As part of finalizing the loan agreement, the Company made a one-time deposit to GECC in the amount of $0.2 million. In 2011, $0.1 million of the deposit was returned to the Company, and the remaining outstanding deposit balance was returned upon full repayment of the principal balance in January 2012. |
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Commitments and Contingencies | ' | ||||
8. Commitments and Contingencies | |||||
Operating Lease Commitments | |||||
The Company leases office and laboratory space in a single building in Hayward, California. The facility lease, as amended on July 15, 2010, has a term of four years, unless terminated earlier by the Company, and expires on April 30, 2014. Rent expense was $0.5 million for the years ended December 31, 2012 and 2011 and $0.4 million and $0.1 million for each of the nine months ended September 30, 2013 and 2012. | |||||
Future minimum lease payments under this amended agreement are as follows (in thousands): | |||||
Lease | |||||
Payments | |||||
Year ending December 31: | |||||
2013 | $ | 422 | |||
2014 | 143 | ||||
Total future minimum payments | $ | 565 | |||
Indemnification | |||||
In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties and provide for general indemnification, including indemnification associated with product liability or infringement of intellectual property rights. The Company’s exposure under these agreements is unknown because it involves future claims that may be made against the Company that may be, but have not yet been, made. To date, the Company has not paid any claims or been required to defend any action related to these indemnification obligations, and no amounts have been accrued in the accompanying balance sheets related to these indemnification obligations. | |||||
The Company has agreed to indemnify its executive officers and directors for losses and costs incurred in connection with certain events or occurrences, including advancing money to cover certain costs, subject to certain limitations. The maximum potential amount of future payments the Company could be required to make under this indemnification is unlimited; however, the Company maintains insurance policies that may limit its exposure and may enable it to recover a portion of any future amounts paid. Assuming the applicability of coverage, the willingness of the insurer to assume coverage, and subject to certain retention, loss limits, and other policy provisions, the Company believes the fair value of these indemnification obligations is not material. Accordingly, the Company has not recognized any liabilities relating to these obligations as of December 31, 2012 and 2011. No assurances can be given that the covering insurers will not attempt to dispute the validity, applicability, or amount of coverage without expensive litigation against these insurers, in which case the Company may incur substantial liabilities as a result of these indemnification obligations. |
Redeemable_Convertible_Preferr
Redeemable Convertible Preferred Stock | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Redeemable Convertible Preferred Stock | ' | ||||||||||||||||
9. Redeemable Convertible Preferred Stock | |||||||||||||||||
Upon the closing of the 2013 financing on September 30, 2013, 46,626,294 outstanding shares of redeemable convertible preferred stock was converted into 2,793,281 shares of common stock, and the related carrying value of $324.0 million was reclassified to additional paid-in capital. As of September 30, 2013, no shares of redeemable convertible preferred stock were issued or outstanding. | |||||||||||||||||
Prior to the September 30, 2013 conversion, the Company had the following series of outstanding convertible preferred stock (collectively, the Preferred Stock): Series A-1 Preferred, Series B-1 Preferred, Series C-1 Preferred, Series D-1 Preferred, Series E-1 Preferred and Series E-3 Preferred. Series E-1 Preferred and Series E-3 Preferred are collectively referred to as the Series E Preferred. The Preferred Stock was initially recorded at its original purchase price, which represented fair value on the date of issuance, net of issuance costs, if any. The original purchase price per share of Series A-1 Preferred, Series B-1 Preferred, Series C-1 Preferred, Series D-1 Preferred, and Series E Preferred was equal to $232.93, $232.93, $365.70, $232.94, and $232.93 per share, respectively. The preferred stock balances were recorded at the original fair value and the accreted dividends based on the per share terms at issuance of Series A-1 Preferred, Series B-1 Preferred, Series C-1 Preferred, Series D-1 Preferred, and Series E Preferred, which were equal to $18.64, $18.64, $29.26, $18.64, and $18.64 per share per annum, respectively. | |||||||||||||||||
The shares of Series B-1 Preferred, Series D-1 Preferred, and Series E Preferred were redeemable upon the request of the holders of at least 66 2/3% of outstanding shares of Series B-1 Preferred, voting as a separate class, and 51% of outstanding shares of Series D-1 Preferred and Series E Preferred, voting together as a separate class. In this event, the Company would have been required to redeem the shares in three equal annual installments, beginning in September 2021, at the applicable original purchase price per share. All shares of Preferred Stock were redeemable in the event of a change of control at their liquidation preferences. | |||||||||||||||||
As all Preferred Stock was redeemable either at the option of the holder or upon an event outside the control of the Company (i.e., a change in control), the related amounts have been presented outside of stockholders’ equity (deficit). In August and December 2003, the Company completed two closings of a private placement of Series B-1 Preferred, in which the Company issued a total of 136,520 shares at a price of $232.93 per share for gross proceeds of $31.8 million. In November and December 2004, the Company completed two further closings of Series B-1 Preferred, in which the Company issued a total of 188,894 shares at a price of $232.93 per share for gross proceeds of $44.0 million. The Series B-1 Preferred investors in these two final closings also purchased warrants for 29,245 shares of common stock at an exercise price of $30.21 per share, with an exercise period of five years from the date of purchase, for $1.51 cents per share of common stock covered by the warrants. In November 2009, the exercise period of these warrants was extended to December 31, 2011. In December 2012, the Company’s Board of Directors reduced the number of shares exercisable under these warrant by 45% of the original shares and approved the extension of the exercise period until April 1, 2013 (Note 10). As of December 31, 2012, warrants to purchase 13,160 shares of common stock were outstanding. In April, 2013, these warrants expired in accordance with their terms. | |||||||||||||||||
In August 2006, the Company issued 27,345 shares of Series C-1 Preferred to JJDC at a price of $365.70 per share, for gross proceeds of $10.0 million (Note 5). | |||||||||||||||||
In April 2007, the Company issued 137,592 shares of Series D-1 Preferred at a price of $232.94 per share, for gross proceeds of $32.0 million. In connection with the issuance, the Series D-1 Preferred investors also purchased warrants for an aggregate of 20,639 shares of common stock at an exercise price of $22.13 per share, with an exercise period of five years from the date of purchase, for $0.79 cents per share of common stock covered by the warrants. | |||||||||||||||||
In August 2008, the Company repurchased 646, 1,610 and 472 shares of Series A-1 Preferred, Series B-1 Preferred and Series D-1 Preferred, respectively, and a warrant for 71 shares of common stock, for an aggregate purchase price of $82,000. The Company allocated the purchase price among the preferred shares and warrant based upon their respective fair values. | |||||||||||||||||
In November 2009, the Company issued 1,288 shares of Series E-1 Preferred upon the conversion of debt issued under a loan agreement. In June and December 2010, the Company issued 859 and 37,119 shares of Series E-1 Preferred, respectively, upon conversion of debt issued under a loan agreement. | |||||||||||||||||
In December 2010, the Company issued 71,543 shares of Series E-3 Preferred upon conversion of the JJDC convertible notes that were due in 2011 (Note 7). | |||||||||||||||||
As of December 31, 2012, convertible preferred stock balances were as follows (in thousands, except share amounts): | |||||||||||||||||
Shares | Shares | Aggregate | Carrying | ||||||||||||||
Authorized | Issued and | Liquidation | Value | ||||||||||||||
Outstanding | Preference | ||||||||||||||||
Series A-1 | 12,734 | 12,734 | $ | 5,187 | $ | 75,454 | |||||||||||
Series B-1 | 373,223 | 373,223 | 146,549 | 145,408 | |||||||||||||
Series C-1 | 75,472 | 27,345 | 15,122 | 15,074 | |||||||||||||
Series D-1 | 136,948 | 136,949 | 46,520 | 43,271 | |||||||||||||
Series E-1 | 40,252 | 39,265 | 19,820 | 10,674 | |||||||||||||
Series E-3 | 93,082 | 71,543 | 23,552 | 28,816 | |||||||||||||
Total | 731,711 | 661,059 | $ | 256,750 | $ | 318,697 | |||||||||||
As of December 31, 2011, convertible preferred stock balances were as follows (in thousands, except share amounts): | |||||||||||||||||
Shares | Shares | Aggregate | Carrying | ||||||||||||||
Authorized | Issued and | Liquidation | Value | ||||||||||||||
Outstanding | Preference | ||||||||||||||||
Series A-1 | 12,734 | 12,734 | $ | 4,949 | $ | 75,216 | |||||||||||
Series B-1 | 373,223 | 373,223 | 139,575 | 138,434 | |||||||||||||
Series C-1 | 75,472 | 27,345 | 14,320 | 14,272 | |||||||||||||
Series D-1 | 136,948 | 136,949 | 43,961 | 40,712 | |||||||||||||
Series E-1 | 40,252 | 39,265 | 19,086 | 9,940 | |||||||||||||
Series E-3 | 93,082 | 71,543 | 22,216 | 27,479 | |||||||||||||
Total | 731,711 | 661,059 | $ | 244,107 | $ | 306,053 | |||||||||||
The significant rights, privileges, and preferences of the Preferred Stock were as follows: | |||||||||||||||||
Election of Directors | |||||||||||||||||
Prior to the September 30, 2013 conversion, the holders of Series B-1 Preferred were entitled to elect five members of the Company’s Board of Directors, the holders of Series D-1 Preferred were entitled to elect one member of the Company’s Board of Directors, and the holders of common stock were entitled to elect one member of the Company’s Board of Directors, subject to certain restrictions. All remaining members of the Company’s Board of Directors were elected by all of the stockholders voting on an as-if-converted basis. | |||||||||||||||||
Voting Rights | |||||||||||||||||
Prior to the September 30, 2013 conversion, the Preferred Stock carried voting rights equal to the number of shares of common stock into which it could be converted. Additionally, certain corporate actions could only be exercised upon the approval of holders of 66 2/3% of the outstanding shares of Series B-1 Preferred and Series C-1 Preferred, voting together as a single class, and 51% of the outstanding shares of Series D-1 Preferred and Series E Preferred, voting together as a single class. | |||||||||||||||||
Dividends | |||||||||||||||||
All dividends were payable when and if declared by the Company’s Board of Directors. The holders of Series E Preferred were entitled to cumulative dividends in preference to the holders of Series A-1 Preferred, Series B-1 Preferred, Series C-1 Preferred, Series D-1 Preferred, and common stock. The holders of Series D-1 Preferred were entitled to cumulative dividends in preference to the holders of Series A-1 Preferred, Series B-1 Preferred, Series C-1 Preferred, and common stock. The holders of Series B-1 Preferred and Series C-1 Preferred were entitled to cumulative dividends in preference to the holders of Series A-1 Preferred and common stock. The holders of Series A-1 Preferred were entitled to cumulative dividends in preference to the holders of common stock. The dividend rate was $18.64, $18.64, $29.26, $18.64, and $18.64 per annum for each outstanding share of Series E Preferred, Series D-1 Preferred, Series C-1 Preferred, Series B-1 Preferred, and Series A-1 Preferred, respectively. Additionally, if dividends were paid to any holder of common stock, the holders of Preferred Stock would receive a dividend of a per share amount (on an as-if-converted to common stock basis) equal to the amount paid to the holders of common stock. | |||||||||||||||||
No dividends were declared as of December 31, 2012 and 2011. Prior to the conversion of the Preferred Stock in connection with the 2013 financing, the aggregate cumulative dividends as of September 30, 2013, were $3.4 million ($47.28 per share), $1.9 million ($48.14 per share), $15.9 million ($116.00 per share), $5.6 million ($201.83 per share), $63.1 million ($168.96 per share), and $2.3 million ($183.64 per share) for Series E-3 Preferred, Series E-1 Preferred, Series D-1 Preferred, Series C-1 Preferred, Series B-1 Preferred, and Series A-1 Preferred, respectively. The aggregate cumulative dividends as of December 31, 2012, were $2.7 million ($38.04 per share), 1.5 million ($38.90 per share), $14.6 million ($106.75 per share), $5.1 million ($187.32 per share), $59.6 million ($159.72 per share), and $2.2 million ($174.40 per share) for Series E-3 Preferred, Series E-1 Preferred, Series D-1 Preferred, Series C-1 Preferred, Series B-1 Preferred, and Series A-1 Preferred, respectively. | |||||||||||||||||
Liquidation Preference | |||||||||||||||||
While the Preferred Stock was outstanding, in the event of a liquidation, dissolution, winding up, or change in control of the Company, the liquidation preference of each stockholder class was to be paid in the following order, from available funds: first to the holders of Series E-1 Preferred and Series E-3 Preferred, second to the holders of Series D-1 Preferred, third to the holders of Series B-1 Preferred and Series C-1 Preferred, and fourth to the holders of Series A-1 Preferred. After payment of the Preferred Stock liquidation preferences, the remaining assets of the Company were to be distributed ratably to all holders of common stock and Preferred Stock on an as-if-converted basis. The liquidation preference of Series E-1 Preferred, Series E-3 Preferred, Series D-1 Preferred, Series C-1 Preferred, Series B-1 Preferred, and Series A-1 Preferred was equal to $465.87, $290.97, $232.94, $365.70, $232.93, and $232.93 per share, respectively, plus any cumulative unpaid dividends. If there were insufficient funds available to satisfy each liquidation preference in its entirety, the holders of Preferred Stock were to be paid a pro rata amount based on their liquidation preference. | |||||||||||||||||
Conversion Rights | |||||||||||||||||
Each share of Preferred Stock was convertible at any time, at the option of the holder, into shares of the Company’s common stock at then applicable conversion rate. The conversion rate for each of the series of Preferred Stock was 1:1, except for the Series D-1 Preferred, which had a conversion rate of 1.365:1. With respect to the Series E Preferred, Series D-1 Preferred, Series B-1 Preferred, and Series A-1 Preferred, if the Company issued common stock or securities convertible into or exercisable for shares of common stock at a price less than the respective original purchase price per share, the conversion rate of such stock was to be adjusted to the lowest price per share paid in such issuance. The conversion rate for Preferred Stock would not be adjusted for common stock issuances on the exercise of options or warrants issued to employees, directors, or consultants of the Company and in certain other circumstances. | |||||||||||||||||
Each share of Preferred Stock automatically converted into common stock upon the approval of holders of 66 2/3% of the outstanding shares of Series B-1 Preferred, voting as a separate class, and 51% of the outstanding shares of Series D-1 Preferred and Series E Preferred, voting together as a separate class, or upon the closing of an underwritten public offering of the Company’s common stock pursuant to an effective registration statement under the Securities Act of 1933, as amended, at a per share price of at least $8.00, and raising aggregate gross proceeds of at least $30.0 million. In connection with the 2013 financing each holder of the Company’s preferred stock that participated in the 2013 financing for between 1% and up to 99% of such holders “Pro Rata Share” (as defined in the Company’s then effective certificate of incorporation) had each share of preferred stock represented by such participation amount converted into four shares of common stock and the balance of any shares of preferred stock converted at the then applicable conversion rate. Any holder that participated in the 2013 financing for between 100% and 300% of such holder’s Pro Rata Share (the “Participation Multiple”) had each share of preferred stock convert into shares of common stock by multiplying the product of (y) the aggregate number of shares of preferred stock held by such holder multiplied by the applicable Participation Multiple and (z) four (4). |
Common_Stock
Common Stock | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Common Stock | ' | ||||||||
10. Common Stock | |||||||||
The Company was authorized to issue 74,000,000 shares of common stock for the audited periods December 31, 2012 and 2011. In November 2009, the Company’s Board of Directors approved the extension of the time period in which the holders of warrants to purchase 29,245 shares of common stock are able to exercise their warrants that were issued in connection with the issuance of Series B-1 Preferred. The exercise periods of the warrants that originally ended in November 2009 were extended to December 31, 2010. The value of the exercise period extension of $0.1 million was recorded to accumulated deficit and was determined using the Black-Scholes valuation model, with the following inputs used to determine the value of the modification: fair value of the Company’s common stock of $15.90 per share, expected life of the modified warrants of 1.10 years, risk-free interest rate of 0.41%, and expected common stock price volatility of 97%. | |||||||||
In December 2010, the Company’s Board of Directors modified the warrants to purchase common stock that were issued in connection with the issuance of Series B-1 Preferred. The number of shares exercisable under the warrants issued with the issuance of the Series B-1 Preferred was reduced by 50% to 14,623, and the exercise period was extended to December 31, 2012. In December 2012, the Company’s Board of Directors again modified the warrants to purchase common stock that were issued in connection with the issuance of Series B-1 Preferred. The number of shares exercisable under the warrants issued with the issuance of the Series B-1 Preferred was reduced by 45% of the original shares to 13,163, and the exercise period was extended to April 1, 2013. The extension of the agreement did not make a material change in value. In April 2013, these warrants expired by their terms. | |||||||||
In December 2010, the Company’s Board of Directors modified the warrants to purchase common stock that were issued in connection with the issuance of Series D-1 Preferred. The exercise period of the warrants issued in connection with the Series D-1 Preferred issuance was extended to April 13, 2013. The charge related to the modifications to these warrants of $0.1 million was recorded to accumulated deficit and was determined using the Black-Scholes valuation model, with the following inputs used to determine the charge related to the modification: fair value of the Company’s common stock of $15.90 per share, expected life of the modified warrants of one to two years, risk-free interest rate of 0.50%, and expected common stock price volatility of 83%. In April 2013, these warrants expired by their terms. | |||||||||
As of September 30, 2013 and December 31, 2012, the Company had reserved shares of authorized but unissued common stock as follows: | |||||||||
Shares Reserved | Shares Reserved | ||||||||
September 30, 2013 | December 31, 2012 | ||||||||
(unaudited) | |||||||||
Conversion of convertible preferred stock | — | 661,059 | |||||||
Outstanding common stock warrants | 1,543,437 | 28,208 | |||||||
Equity incentive plans | 577,294 | 140,474 | |||||||
Total reserved shares of common stock | 2,120,731 | 829,740 | |||||||
In addition to the above reserved shares, the Company has reserved stock for issuance upon conversion of the outstanding convertible notes (Note 7). |
Stock_Plans_and_StockBased_Com
Stock Plans and Stock-Based Compensation | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Stock Plans and Stock-Based Compensation | ' | ||||||||||||||||
11. Stock Plans and Stock-Based Compensation | |||||||||||||||||
Stock Plans | |||||||||||||||||
In August 2003, the Company’s stockholders approved the 2003 Equity Incentive Plan (2003 Plan), under which shares of common stock are reserved for the granting of options, stock bonuses, and restricted stock awards by the Company. These awards may be granted to employees, members of the Board of Directors, and consultants to the Company. The 2003 Plan has a term of ten years and replaced the 1993 Stock Option Plan, which had similar terms. The 2003 Plan permits the Company to (i) grant incentive stock options to directors and employees at not less than 100% of the fair value of common stock on the date of grant; (ii) grant nonqualified options to employees, directors, and consultants at not less than 85% of fair value; (iii) award stock bonuses; and (iv) grant rights to acquire restricted stock at not less than 85% of fair value. Options generally vest over a four- or five-year period and have a term of ten years. Options granted to 10% stockholders have a maximum term of five years and require an exercise price equal to at least 110% of the fair value on the date of grant. The exercise price of all options granted to date has been at least equal to the fair value of common stock on the date of grant. Restricted stock units granted in 2007 vested over a four- or five-year period, subject to certain performance conditions, and terminated on August 19, 2012. | |||||||||||||||||
Stock Plan Activity | |||||||||||||||||
In March 2008, the Company’s Board of Directors approved an exchange offer program (the Exchange Offer) under which current employees, directors, and scientific advisory board members could elect to exchange all of their unexercised stock options with an exercise price of greater than $127.20 and cancel all of their restricted stock units in exchange for new stock options for the same number of shares as the unexercised stock options being exchanged. The newly granted options would be issued under the 2003 Plan and have an exercise price equal to the fair value of the Company’s common stock on the date of grant, and a term of ten years. New options replacing vested canceled options would be fully vested upon grant and new options replacing unvested canceled options would vest over a three-year period. In June 2008, under this program, unexercised options for 46,130 shares and 7,552 restricted stock units were canceled and exchanged for 46,130 new options at an exercise price of $39.75 per share. For stock options granted under the Exchange Offer, the Company will recognize the remaining unamortized expense related to the original options as of the exchange date of $5.2 million over the vesting period of the new awards. The incremental expense resulting from the Exchange Offer of $0.5 million will also be recognized over the same period. In the years ended December 31, 2012 and 2011, the Company recognized $0.0 million and $0.8 million, respectively, of noncash stock-based compensation expense related to the new awards, including a portion of the unamortized expense related to the original options as of the exchange date. | |||||||||||||||||
As of September 30, 2013, December 31, 2012 and 2011, 50,780, 36,707 shares and 18,494 shares were available for grant under the 2003 Plan. | |||||||||||||||||
The following table summarizes stock option activity: | |||||||||||||||||
Shares | Weighted- | Weighted- | Aggregate | ||||||||||||||
Subject to | Average | Average | Intrinsic Value | ||||||||||||||
Outstanding | Exercise | Remaining | (In Thousands) | ||||||||||||||
Options | Price of | Contractual | |||||||||||||||
Options | Term | ||||||||||||||||
(Years) | |||||||||||||||||
Outstanding as of December 31, 2011 | 121,983 | $ | 35.77 | 4.58 | $ | 3 | |||||||||||
Vested and expected to vest as of December 31, 2011 | 121,224 | $ | 35.77 | 4.55 | $ | 3 | |||||||||||
Exercisable as of December 31, 2011 | 100,526 | $ | 39.75 | 3.87 | $ | 2 | |||||||||||
Options granted | 15,094 | 4.77 | |||||||||||||||
Options exercised | (19 | ) | 15.9 | ||||||||||||||
Options forfeited | (11,139 | ) | 14.31 | ||||||||||||||
Options expired | (22,159 | ) | 33.39 | ||||||||||||||
Outstanding as of December 31, 2012 | 103,760 | $ | 34.19 | 4.43 | $ | 0 | |||||||||||
Vested and expected to vest as of December 31, 2012 | 103,288 | $ | 34.19 | 4.41 | $ | 0 | |||||||||||
Exercisable as of December 31, 2012 | 87,849 | $ | 38.96 | 3.84 | $ | 0 | |||||||||||
Options granted (unaudited) | — | $ | 0 | ||||||||||||||
Options exercised (unaudited) | (78 | ) | 4.77 | ||||||||||||||
Options forfeited (unaudited) | (3,404 | ) | 10.35 | ||||||||||||||
Options expired (unaudited) | (10,669 | ) | 31.33 | ||||||||||||||
Outstanding as of September 30, 2013 (unaudited) | 89,609 | 35.15 | 4.01 | $ | 0 | ||||||||||||
Vested and expected to vest as of September 30, 2013 (unaudited) | 89,305 | 35.25 | 4 | $ | 0 | ||||||||||||
Exercisable as of September 30, 2013 (unaudited) | 81,951 | 37.92 | 3.62 | $ | 0 | ||||||||||||
The following table summarizes information about stock options outstanding as of September 30, 2013 (unaudited): | |||||||||||||||||
Options Outstanding | Options Exercisable | ||||||||||||||||
Exercise Price | Number | Weighted- | Number | ||||||||||||||
of | Average | of Shares | |||||||||||||||
Shares | Remaining | ||||||||||||||||
Contractual | |||||||||||||||||
Term | |||||||||||||||||
(Years) | |||||||||||||||||
$4.77 | 12,265 | 8.32 | 5,111 | ||||||||||||||
$9.54 | 943 | 5.67 | 943 | ||||||||||||||
$15.90 | 16,582 | 6.19 | 16,079 | ||||||||||||||
$23.85 | 642 | 5.35 | 642 | ||||||||||||||
$30.21 | 29,612 | 0.66 | 29,612 | ||||||||||||||
$39.75 | 24,033 | 4.67 | 24,033 | ||||||||||||||
$54.86 | 189 | 1.68 | 189 | ||||||||||||||
$62.81 | 1,887 | 2.13 | 1,887 | ||||||||||||||
$238.50 | 3,456 | 2.98 | 3,456 | ||||||||||||||
89,609 | 4.01 | 81,951 | |||||||||||||||
The following table summarizes information about stock options outstanding as of December 31, 2012: | |||||||||||||||||
Options Outstanding | Options Exercisable | ||||||||||||||||
Exercise Price | Number | Weighted- | Number | ||||||||||||||
of | Average | of Shares | |||||||||||||||
Shares | Remaining | ||||||||||||||||
Contractual | |||||||||||||||||
Term | |||||||||||||||||
(Years) | |||||||||||||||||
$4.77 | 14,446 | 8.47 | 3,355 | ||||||||||||||
$9.54 | 943 | 6.42 | 865 | ||||||||||||||
$15.90 | 20,328 | 6.02 | 15,622 | ||||||||||||||
$23.85 | 893 | 6.14 | 857 | ||||||||||||||
$30.21 | 32,103 | 1.35 | 32,103 | ||||||||||||||
$39.75 | 29,218 | 4.81 | 29,218 | ||||||||||||||
$54.86 | 189 | 2.43 | 189 | ||||||||||||||
$62.81 | 2,138 | 2.58 | 2,138 | ||||||||||||||
$238.50 | 3,501 | 3.7 | 3,501 | ||||||||||||||
103,759 | 4.43 | 87,848 | |||||||||||||||
No restricted stock units were granted in the nine months ended September 30, 2013 or the years ended December 31, 2012 and 2011. No restricted stock units vested in the nine months ended September 30, 2013 or the years ended December 31, 2012 and 2011. As of September 30, 2013, December 31, 2012 and 2011, there were 0 and 9 restricted stock units outstanding, respectively, with a weighted-average grant date fair value of $238.50 per share and a weighted-average remaining contractual term of 0.00 and 0.64 years, respectively. No expense has been recorded to date related to the Company’s restricted stock units, as no restricted stock units have vested. Vesting of the restricted stock units is contingent upon either an initial public offering of the Company’s common stock or a change in control. | |||||||||||||||||
Grant Date Fair Value | |||||||||||||||||
The following table presents the weighted-average assumptions the Company used with the Black-Scholes valuation model to derive the grant date fair value-based measurements of employee and director stock options and the resulting estimated weighted-average grant date fair-value-based measurements per share: | |||||||||||||||||
Year Ended December 31, | Nine Months Ended September 30, | ||||||||||||||||
2012 | 2011 | 2013 | 2012 | ||||||||||||||
(unaudited) | |||||||||||||||||
Weighted-average assumptions: | |||||||||||||||||
Expected term | 6.25 yrs | 6.25 yrs | 6.25 yrs | 6.25 yrs | |||||||||||||
Expected volatility | 100 | % | 100 | % | 101 | % | 103 | % | |||||||||
Risk-free interest rate | 1.01 | % | 1.27 | % | 1.85 | % | 0.96 | % | |||||||||
Expected dividend yield | 0 | % | 0 | % | 0 | % | 0 | % | |||||||||
Weighted-average grant date fair value-based measurement per share | $ | 3.97 | $ | 11.13 | $ | 3.97 | $ | 3.97 | |||||||||
Expected Term | |||||||||||||||||
The Company does not believe it can place reliance on its historical exercise and post-vesting termination activity to provide accurate data for estimating the expected term. Therefore, for stock option grants made during the nine months ended September 30, 2013 and years ended December 31, 2012 and 2011, the Company has opted to use the simplified method for estimating the expected term. | |||||||||||||||||
Expected Volatility | |||||||||||||||||
As the Company does not have any trading history for its common stock, the expected stock price volatility for the Company’s common stock was estimated by considering the volatility rates of publicly traded peer entities within the life sciences industry. | |||||||||||||||||
Risk-Free Interest Rate | |||||||||||||||||
The risk-free interest rate assumption was based on U.S. Treasury instruments with constant maturities whose term was consistent with the expected term of stock options granted by the Company. | |||||||||||||||||
Expected Dividend Yield | |||||||||||||||||
The Company has never declared or paid cash dividends and does not plan to pay cash dividends in the foreseeable future. Consequently, the Company uses an expected dividend yield of zero. | |||||||||||||||||
Common Stock Fair Value | |||||||||||||||||
The Company’s Board of Directors has historically determined the fair value of the Company’s common stock for the purpose of pricing the Company’s equity awards to employees, directors, and consultants. As there has been no public market for the Company’s common stock, the Company’s Board of Directors, in making such fair value determinations, considered a number of factors, including the price at which Preferred Stock was issued to outside investors in arm’s-length transactions, the rights, preferences, and privileges of the Preferred Stock relative to the common stock, important developments relating to advancement of the Company’s technology and clinical programs, the Company’s stage of development and business strategy, the likelihood of achieving a liquidity event for the shares of common stock, such as an initial public offering or sale of the Company, prevailing market conditions, and the market prices of various publicly held life sciences companies. Additionally, the Board of Directors considered contemporaneous valuations provided by third-party valuation specialists. | |||||||||||||||||
Forfeitures | |||||||||||||||||
The Company estimates forfeitures at the time of grant and revises these estimates in subsequent periods if actual forfeitures differ from those estimates. Changes in forfeiture estimates impact compensation in the period in which the change occurs. | |||||||||||||||||
The total intrinsic value of options exercised in the nine months ended September 30, 2013 and years ended December 31, 2012 and 2011, was $0, $0 and $3,000, respectively. | |||||||||||||||||
Vested and Unvested Awards | |||||||||||||||||
The total fair value of options vested in the nine months ended September 30, 2013 and years ended December 31, 2012 and 2011, was $0.0 million, $0.1 million and $0.1 million, respectively. | |||||||||||||||||
As of September 30, 2013 and December 31, 2012, the total compensation expense related to unvested employee stock options to be recognized in future periods, excluding estimated forfeitures, was less than $100,000 and $0.2 million, respectively. The weighted-average periods over which this compensation expense is expected to be recognized are 2.2 years and 2.0 years as of September 30, 2013 and December 31, 2012, respectively. The weighted-average period over which compensation expense related to these restricted stock units is expected to be recognized is not determinable, as vesting is contingent upon future events. | |||||||||||||||||
Stock-Based Compensation Expense | |||||||||||||||||
Employee and Director Expense | |||||||||||||||||
Employee and director stock-based compensation expense recorded was as follows (in thousands): | |||||||||||||||||
Year Ended December 31 | Nine Months Ended September 30, | ||||||||||||||||
2012 | 2011 | 2013 | 2012 | ||||||||||||||
(unaudited) | |||||||||||||||||
Research and development | $ | 26 | $ | 380 | $ | 16 | $ | 20 | |||||||||
General and administrative | 54 | 377 | 33 | 43 | |||||||||||||
Total | $ | 80 | $ | 757 | $ | 49 | $ | 63 | |||||||||
In January 2004, the Company’s Board of Directors canceled outstanding employee options under the 1993 Stock Option Plan and replaced them with new options to purchase 1,230 shares of common stock under the 2003 Plan at an exercise price of $30.21 per share. These replacement options were fully vested on the grant date and are exercisable for ten years, or 18 months after an initial public offering, if earlier. All replacement options are being accounted for as variable from the date of issuance to the date the options are exercised, forfeited or expire. During the nine months ended September 30, 2013 and years ended December 31, 2012 and 2011, as a result of decreases in the fair market value of its common stock, the Company did not record any compensation expense related to these options. | |||||||||||||||||
Non-Employee Expense | |||||||||||||||||
The Company has issued options to purchase shares of common stock to members of its Scientific Advisory Board (SAB) and certain consultants. The stock options have various exercise prices, a term of ten years, and vest over periods up to sixty months. In 2011, the Company did not grant any options to its SAB members or consultants. In 2012 the Company granted options to purchase 3,145 to its SAB members and consultants. As of December 31, 2012, options to purchase 3,432 shares of common stock remained unvested, and compensation related to these stock options is subject to periodic adjustment as the shares vest. The Company recorded $200 (unaudited), $1,000 and $6,000 of expense in the nine months ended September 30, 2013 and years ended December 31, 2012 and 2011, respectively, related to these awards. | |||||||||||||||||
The Company has not recognized, and does not expect to recognize in the near future, any tax benefit related to employee stock-based compensation costs. |
401k_Plan
401(k) Plan | 9 Months Ended |
Sep. 30, 2013 | |
401(k) Plan | ' |
12. 401(k) Plan | |
The Company provides a qualified 401(k) savings plan for its employees. All employees are eligible to participate, provided they meet the requirements of the plan. While the Company may elect to match employee contributions, no such matching contributions have been made through September 30, 2013, December 31, 2012 and 2011. |
Income_Taxes
Income Taxes | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Income Taxes | ' | ||||||||
13. Income Taxes | |||||||||
No provision for U.S. income taxes exists due to tax losses incurred in all periods presented. Deferred income taxes reflect the tax effects of net operating loss and tax credit carryforwards and the net temporary differences between the carrying amounts of assets and liabilities for financial reporting and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets are as follows (in thousands): | |||||||||
December 31 | |||||||||
2012 | 2011 | ||||||||
Deferred tax assets: | |||||||||
Federal and state net operating loss carryforwards | $ | 62,745 | $ | 57,901 | |||||
Capitalized research and development | 22,490 | 22,541 | |||||||
Federal and state tax credit carryforwards | 6,153 | 6,059 | |||||||
Other | 1,200 | 1,390 | |||||||
Total deferred tax assets | 92,588 | 87,891 | |||||||
Valuation allowance | (92,588 | ) | (87,891 | ) | |||||
Net deferred tax assets | $ | — | $ | — | |||||
Realization of the net deferred tax assets is dependent upon future taxable income, if any, the amount and timing of which is uncertain. Based on available objective evidence, management believes it more likely than not that the Company’s deferred tax assets are not realizable. Accordingly, the net deferred tax assets have been fully offset by a valuation allowance. The net valuation allowance increased by $4.5 million and $2.0 million during the years ended December 31, 2012 and 2011, respectively. | |||||||||
As of December 31, 2012, we had federal and state net operating loss carryforwards of approximately $156.0 million to offset future federal income taxes which will expire beginning in 2024 through 2032 and the state income taxes which will expire beginning in 2014 through 2032. Current federal and state tax laws include substantial restrictions on the utilization of net operating losses and tax credits in the event of an ownership change. Even if the carryforwards are available, they may be subject to annual limitations, lack of future taxable income, or future ownership changes that could result in the expiration of the carryforwards before they are utilized. If we determine in the future that we will be able to realize all or a portion of our net operating loss carryforwards, an adjustment to our net operating loss carryforwards would increase net income in the period in which we make such a determination. | |||||||||
Utilization of the net operating loss and tax credits carryforwards may be subject to a substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code of 1986, as amended, and similar state provisions. The annual limitation may result in the expiration of net operating loss and tax credit carryforwards before utilization. | |||||||||
The following table summarizes activity related to the Company’s gross unrecognized tax benefits (in thousands): | |||||||||
Total | |||||||||
Balance as of December 31, 2010 | $ | 1,543 | |||||||
Increases related to 2011 tax positions | 168 | ||||||||
Balance as of December 31, 2011 | 1,711 | ||||||||
Increases related to 2012 tax positions | 36 | ||||||||
Balance as of December 31, 2012 | $ | 1,747 | |||||||
The unrecognized tax benefits, if recognized, would not have an impact on the Company’s effective tax rate. The Company does not expect a significant change to its unrecognized tax benefits over the next twelve months. The unrecognized tax benefits may increase or change during the next year for items that arise in the ordinary course of business. | |||||||||
The Company files income tax returns in the U.S. federal and California jurisdiction and is not currently under examination by federal, state, or local taxing authorities for any open tax years. The tax years 1998 through 2012 remain open to examination by the major taxing authorities. |
RelatedParty_Transactions
Related-Party Transactions | 9 Months Ended |
Sep. 30, 2013 | |
Related-Party Transactions | ' |
14. Related-Party Transactions | |
The Company paid a former member of its Board of Directors, who is also a member of its Scientific and Clinical Advisory Boards, a total of $60,000 per year in the years ended December 31, 2012 and 2011, respectively, and $35,000 for the nine months ended September 30, 2013, in monthly cash retainers. The Company also issued options to purchase shares of common stock to this individual in his capacity as a member of its Scientific Advisory Board (Note 11). |
Subsequent_Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2013 | |
Subsequent Events | ' |
15. Subsequent Events | |
On September 30, 2013, and October 31, 2013, we sold shares of our common stock and warrants to purchase shares of our common stock in a private placement for aggregate gross proceeds of $30.2 million, and raised an additional $5.0 million in venture debt financing, resulting in aggregate net proceeds to CymaBay of approximately $31.8 million after deducting placement agent fees and estimated offering expenses. In addition, on September 30, 2013, we issued shares of our common stock in cancellation of $16.9 million of debt owed to the holder of that debt. Further, on November 22, 2013, we entered into an agreement with investors to purchase shares of our common stock and warrants to purchase shares of our common stock as part of the private placement for aggregate gross proceeds of $3.0 million, which sales will occur shortly after our listing of our common stock on the over-the-counter market. We refer to the private placement, the venture debt financing, and the issuance of our common stock in cancellation of the $16.9 million of debt as the 2013 financing. | |
In September 2013, in connection with a private placement of common stock and warrants, the Company issued five-year warrants to purchase 1,421,698 shares of CymaBay’s common stock at an exercise price of $5.75 per share. The Company also issued five-year warrants to purchase 121,739 shares of CymaBay’s common stock at an exercise price of $5.00 per share. These warrants contain provisions that are contingent on the occurrence of a change in control, which would conditionally obligate the Company to repurchase the warrants for cash in an amount equal to their fair value using the Black-Scholes Option Pricing Model (the “Black-Scholes Model”) on the date of such change in control. Due to these provisions, the Company is required to account for the warrants issued in September 2013 as a liability at fair value. In addition, the estimated liability related to the warrants is required to be revalued at each reporting period until the earlier of the exercise of the warrants, at which time the liability will be reclassified to stockholders’ equity, or expiration of the warrants. At issuance date, the fair value of the warrant liability was estimated to be $5.3 million using the Black-Scholes Model. | |
Facility Loan | |
On September 30, 2013, the Company entered into a facility loan agreement with Silicon Valley Bank and Oxford Finance for a total loan amount of $10.0 million of which the first tranche of $5.0 million was drawn as part of the 2013 financing. The loan is at a fixed interest rate of 8.75% payable twelve months interest only and thirty-six months amortization thereafter, with a final interest payment of $0.3 million at the end of the loan period. Until positive Phase 2b data is achieved, the Company must be in compliance with one of two financial covenants at all times: (1) maintain 1.3 times cash to outstanding debt or (2) maintain sufficient cash on hand to support eight months of operations based on a trailing average monthly cash burn. The first tranche loans under the term loan facility bear interest at a rate equal 8.75% per annum. Loans under the second tranche will bear interest at a rate fixed at the time of borrowing equal to the greater of (i) 8.75% per annum and (ii) the sum of the Wall Street Journal prime rate plus 4.25% per annum. We were also required to pay a facility fee of 1.00% on the term loan facility commitment. | |
At the time of the facility loan drawdown, the Company issued warrants exercisable for a total of 121,739 shares of the Company’s common stock to the lenders at an exercise price of $5.00 per share. As a result of this a long term warrant liability of $0.5 million was recorded in the accompanying condensed balance sheet as of September 30, 2013. | |
Stock Option Grants | |
On October 31, 2013, the Company’s Board of Directors approved 207,724 and 62,430 shares of common stock options were granted to the CEO and CSO, respectively, exercisable at $5.00 per share and vesting over a four-year period, with one-third (1/3) of the shares vested on October 31, 2013, and the remaining 2/3 of the shares vesting ratably, on a monthly basis, over the following forty-eight (48) months. In addition, 51,420 shares of common stock options exercisable at $5.00 per share with an early exercise date were granted to members of the Board of Directors as compensation. | |
Lease Agreement | |
On November 8, 2013, CymaBay entered into a new lease starting January 1, 2014, and expiring in December 31, 2018, for 8,894 square feet of office space in Newark, CA. Our lease obligations under this new lease are approximately $1.7 million. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Basis of Presentation and Use of Estimatess | ' | ||||||||||||||||
Basis of Presentation and Use of Estimates | |||||||||||||||||
The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP), which requires management to make estimates and assumptions that affect the amounts and disclosures reported in the financial statements and accompanying notes. Management bases its estimates on historical experience and on assumptions believed to be reasonable under the circumstances. The estimation process often may yield a range of potentially reasonable estimates of the ultimate future outcomes, and management must select an amount that falls within that range of reasonable estimates. Actual results could differ materially from those estimates. The Company believes significant judgment is involved in determining revenue recognition and in estimating stock-based compensation, accrued liabilities, and equity instrument valuations. | |||||||||||||||||
Unaudited Interim Financial Information | ' | ||||||||||||||||
Unaudited Interim Financial Information | |||||||||||||||||
The accompanying interim consolidated financial statements are unaudited. The financial data and other information disclosed in these notes to the financial statements related to September 30, 2013 and the nine month periods ended September 30, 2013 and 2012, are also unaudited. These unaudited interim financial statements have been prepared in accordance U.S. GAAP (“GAAP”) and following the requirements of the United States Securities and Exchange Commission (“SEC”) for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by GAAP can be condensed or omitted. In management’s opinion, the unaudited interim financial statements have been prepared on the same basis as the audited financial statements and include all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the Company’s financial position and its results of operations and comprehensive income (loss) and its cash flows for periods presented. The results for the three and nine months ended September 30, 2013, are not necessarily indicative of results to be expected for the year ending December 31, 2013, or for any other interim period or for any future year. | |||||||||||||||||
Reverse Stock Split | ' | ||||||||||||||||
Reverse Stock Split | |||||||||||||||||
On September 30, 2013, the Company filed amended and restated certificates of incorporation under which the Company’s preferred stock and common stock was reverse split on a 1-for-79.5 basis. The accompanying financial statements and notes to the financial statements, other than with respect to the authorized number of shares, give retroactive effect to the reverse split for all periods presented. | |||||||||||||||||
Concentration of Credit Risk | ' | ||||||||||||||||
Concentration of Credit Risk | |||||||||||||||||
Cash, cash equivalents, and marketable securities consist of financial instruments that potentially subject the Company to a concentration of credit risk to the extent of the fair value recorded in the balance sheet. The Company invests cash that is not required for immediate operating needs primarily in highly liquid instruments that bear minimal risk. The Company has established guidelines relating to the quality, diversification, and maturities of securities to enable the Company to manage its credit risk. | |||||||||||||||||
Fair Value of Financial Instruments | ' | ||||||||||||||||
Fair Value of Financial Instruments | |||||||||||||||||
The Company’s financial instruments consist of cash and cash equivalents, short-term marketable securities, accounts payable, accrued expenses, and convertible notes. Fair value estimates of these instruments are made at a specific point in time, based on relevant market information. These estimates may be subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. The carrying amounts of cash and cash equivalents, and accrued liabilities are generally considered to be representative of their respective fair values because of the short-term nature of those instruments. | |||||||||||||||||
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Assets and liabilities that are measured at fair value are reported using a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy maximizes the use of observable inputs and maximizes the use of unobservable inputs and is as follows: | |||||||||||||||||
Level 1—Quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. | |||||||||||||||||
Level 2—Inputs other than quoted prices in active markets that are observable for the asset or liability, either directly or indirectly. | |||||||||||||||||
Level 3—Inputs that are unobservable for the asset or liability. | |||||||||||||||||
The carrying amounts of financial instruments such as cash and cash equivalents, short-term marketable securities, accounts payable, convertible notes, and accrued expenses approximate the related fair values due to the short-term maturities of these instruments. Marketable securities consist of available-for-sale securities that are reported at fair value, with the related unrealized gains and losses included in accumulated other comprehensive income (loss), a component of stockholders’ equity (deficit). The Company values cash equivalents and marketable securities using quoted market prices or alternative pricing sources and models utilizing observable market inputs and, as such, classifies cash equivalents and marketable securities within Level 1 or Level 2. As of December 31, 2012 and 2011, the Company had no assets or liabilities measured at fair value on a recurring basis within the Level 3 hierarchy. As of September 30, 2013, the Company also held a Level 3 liability associated with warrants, issued in connection with the Company’s equity offering, completed in September 2013. The warrants are considered a liability and are valued using an option-pricing model, the inputs for which include exercise price of the warrants, market price of the underlying common shares, expected term, volatility based on a group of the Company’s peers and the risk-free rate corresponding to the expected term of the warrants. Changes to any of the inputs can have a significant impact to the estimated fair value of the warrants. | |||||||||||||||||
Cash, Cash Equivalents, and Marketable Securities | ' | ||||||||||||||||
Cash, Cash Equivalents, and Marketable Securities | |||||||||||||||||
The Company considers all highly liquid investments with a remaining maturity of 90 days or less at the time of purchase to be cash equivalents. Cash and cash equivalents consist of deposits with commercial banks in checking, interest-bearing, and demand money market accounts. The Company invests excess cash in marketable securities with high credit ratings. These securities consist primarily of U.S. Treasury or agency obligations and corporate debt and are classified as “available-for-sale.” Management may liquidate any of these investments in order to meet the Company’s liquidity needs in the next year. Accordingly, any investments with contractual maturities greater than one year from the balance sheet date are classified as short-term in the balance sheet. | |||||||||||||||||
Realized gains and losses from the sale of marketable securities, if any, are calculated using the specific-identification method. Realized gains and losses and declines in value judged to be other-than-temporary are included in interest income or expense in the statements of operations. Unrealized holding gains and losses are reported in accumulated other comprehensive loss, in the balance sheet. To date, the Company has not recorded any impairment charges on its marketable securities related to other-than-temporary declines in market value. In determining whether a decline in market value is other-than-temporary, various factors are considered, including the cause, duration of time and severity of the impairment, any adverse changes in the investees’ financial condition, and the Company’s intent and ability to hold the security for a period of time sufficient to allow for an anticipated recovery in market value. | |||||||||||||||||
Property and Equipment | ' | ||||||||||||||||
Property and Equipment | |||||||||||||||||
Property and equipment is stated at cost, less accumulated depreciation and amortization. Depreciation and amortization is calculated using the straight-line method, and the cost is amortized over the estimated useful lives of the respective assets, generally three to seven years. Leasehold improvements are amortized over the shorter of the useful lives or the non-cancelable term of the related lease. Maintenance and repair costs are charged as expense in the statements of operations and comprehensive loss as incurred. | |||||||||||||||||
Impairment of Long-Lived Assets | ' | ||||||||||||||||
Impairment of Long-Lived Assets | |||||||||||||||||
The Company reviews long-lived assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. An impairment loss is recognized if the estimated undiscounted future cash flow expected to result from the use and eventual disposition of an asset is less than the carrying amount. While the Company’s current and historical operating losses and cash flows are indicators of impairment, the Company believes the future cash flows to be received support the carrying value of its long-lived assets. Accordingly, the Company has not recognized any impairment losses as of September 30, 2013, December 31, 2012 and 2011. | |||||||||||||||||
Deferred Rent | ' | ||||||||||||||||
Deferred Rent | |||||||||||||||||
The Company records its costs under facility operating lease agreements as rent expense. Rent expense is recognized on a straight-line basis over the non-cancelable term of the operating lease. The difference between the actual amounts paid and amounts recorded as rent expense is recorded to deferred rent in the balance sheet. | |||||||||||||||||
Revenue Recognition | ' | ||||||||||||||||
Revenue Recognition | |||||||||||||||||
The Company recognizes revenue when (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered, (iii) the price is fixed and determinable, and (iv) collectability is reasonably assured. Payments received in advance of work performed are recorded as deferred revenue and recognized when earned. All revenue recognized to date under the collaboration agreements has been nonrefundable. | |||||||||||||||||
Contract revenue from two strategic partners accounted for 95% and 5%, respectively, of total contract revenue in 2011. In 2012, 100% of contract revenue was from one strategic partner. There was no contract revenue for the nine months ended September 30, 2013. | |||||||||||||||||
Multiple Element Arrangements | |||||||||||||||||
The Company evaluates revenue from agreements that have multiple elements to determine whether the components of the arrangement represent separate units of accounting. Management considers whether components of an arrangement represent separate units of accounting based upon whether certain criteria are met, including whether the delivered element has stand-alone value to the customer. To date, all of the Company’s collaboration agreements have been assessed to have one unit of accounting. Up-front and license fees received for a combined unit of accounting have been deferred and recognized ratably over the projected performance period. Non-refundable fees where the Company has no continuing performance obligations have been recognized as revenue when collection is reasonably assured and all other revenue recognition criteria have been met. | |||||||||||||||||
Milestones and Contingent Payments | |||||||||||||||||
Contingent consideration received from the achievement of a substantive milestone will be recognized in its entirety in the period in which the milestone is achieved. A milestone is defined as an event having all of the following characteristics: (i) there is substantive uncertainty at the date the arrangement is entered into that the event will be achieved, (ii) the event can only be achieved based in whole or in part on either the company’s performance or a specific outcome resulting from the company’s performance and (iii) if achieved, the event would result in additional payments being due to the Company. | |||||||||||||||||
The Company’s future research and development and license agreements may provide for success fees or payments to be paid to the Company upon the achievement of certain development milestones. Given the challenges inherent in developing biologic products, there may be substantial uncertainty as to whether any such milestones would be achieved at the time the agreements are executed. In addition, the Company will evaluate whether the development milestones meet all of the conditions to be considered substantive. The conditions include: (1) the consideration is commensurate with either of the following: (a) the Company’s performance to achieve the milestone or (b) the enhancement of the value of the delivered item or items as a result of a specific outcome resulting from the Company’s performance to achieve the milestone; (2) the consideration relates solely to past performance; and (3) the consideration is reasonable relative to all of the deliverables and payment terms within the arrangement. If the Company considers the development milestones to be substantive, revenue related to such future milestone payments will be recognized as the Company achieves each milestone. Research and Development Funding Internal and external research and development costs reimbursed in connection with research and development funding or collaboration agreements are recognized as revenue in the same period as the costs are incurred, and are presented on a gross basis because the Company acts as a principal, has the discretion to choose suppliers, bears credit risk, and performs part of the services. | |||||||||||||||||
Research and Development Expenses | ' | ||||||||||||||||
Research and Development Expenses | |||||||||||||||||
Research and development expenses consist of costs incurred in identifying, developing, and testing product candidates. These expenses consist primarily of costs for research and development personnel, including related stock-based compensation; contract research organizations and other third parties that assist in managing, monitoring, and analyzing clinical trials; investigator and site fees; laboratory services; consultants; contract manufacturing services; non-clinical studies, including materials; and allocated expenses, such as depreciation of assets, and facilities and information technology that support research and development activities. Research and development costs are expensed as incurred, including expenses that may or may not be reimbursed under research and development funding arrangements. Research and development expenses under collaboration agreements approximate the revenue recognized under such agreements. | |||||||||||||||||
The expenses related to clinical trials are based upon estimates of the services received and efforts expended pursuant to contracts with multiple research institutions and clinical research organizations that conduct and manage clinical trials on behalf of the Company. Expenses related to clinical trials are accrued based upon the level of activity incurred under each contract as indicated by such factors as progress made against specified milestones or targets in each period, patient enrollment levels, and other trial activities. Payments made to third parties under these clinical trial arrangements in advance of the receipt of the related services are recorded as prepaid assets, depending on the terms of the agreement, until the services are rendered. | |||||||||||||||||
Stock-Based Compensation | ' | ||||||||||||||||
Stock-Based Compensation | |||||||||||||||||
Employee and director stock-based compensation is measured at the grant date, based on the fair-value-based measurements of the stock awards, and the portion that is ultimately expected to vest is recognized as an expense over the related vesting periods, net of estimated forfeitures. The Company calculates the fair-value-based measurements of options using the Black-Scholes valuation model and the single-option approach and recognizes expense using the straight-line attribution method. | |||||||||||||||||
Equity awards granted to non-employees have been accounted for using the Black-Scholes valuation model to determine the fair value-based measurements of such instruments. The fair value-based measurements of options and warrants granted to non-employees are re-measured over the related vesting period and amortized to expense as earned. | |||||||||||||||||
Income Taxes | ' | ||||||||||||||||
Income Taxes | |||||||||||||||||
The Company utilizes the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between the financial reporting and the tax bases of assets and liabilities and are measured using enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is recorded when it is more likely than not that all or part of a deferred tax asset will not be realized. | |||||||||||||||||
The Company follows the accounting guidance for uncertainty in income taxes. The guidance prescribes a recognition threshold and measurement attribute criteria for the financial recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination based on the technical merits of the position. Due to the Company’s ongoing operating losses since inception, the Company has not recorded reserves for uncertain tax positions as of December 31, 2012 and 2011. | |||||||||||||||||
The Company recognizes the financial statement effects of a tax position when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. The Company records interest related to income taxes, if any, as interest, and any penalties would be recorded as other expense in the statements of operations and comprehensive loss. There was no interest or penalties related to income taxes recorded during the years ended December 31, 2012 and 2011. | |||||||||||||||||
Comprehensive Loss | ' | ||||||||||||||||
Comprehensive Loss | |||||||||||||||||
Comprehensive loss includes net loss and net unrealized gains and losses on marketable securities, which are presented in a single continuous statement. Comprehensive loss is disclosed in the statements of convertible preferred stock and stockholders’ deficit, and is stated net of related tax effects, if any. | |||||||||||||||||
Net Loss Per Common Share | ' | ||||||||||||||||
Net Loss Per Common Share | |||||||||||||||||
Net Income (Loss) Per Common Share | |||||||||||||||||
Basic net income (loss) per share of common stock is based on the weighted average number of shares of common stock outstanding equivalents during the period. Prior to the 2013 financing, in addition to common stock, the Company had preferred stock outstanding that contractually entitled the holder to participate in dividends and earnings of the Company. Accordingly, the Company applied the two-class method for calculating net income (loss) per share. Under this method, all undistributed earnings are allocated first to the preferred stockholders based on their contractual right to dividends. This right is calculated on a pro rated basis for the portion of the period the preferred shares were outstanding. In addition, in connection with the 2013 financing, during the nine months ended September 30, 2013, the Company extinguished all outstanding preferred stock. The excess of the carrying amount of such preferred stock over the fair value of the consideration paid to the holders was treated as an adjustment that reduced preferred stockholders’ dividend or distribution entitlement. The amount of earnings that resulted from adjusting net loss for the period as described above was allocated between weighted average number of participating preferred and common stock shares based on their entitlement to such distributions as if all of the earnings of the period had been distributed. | |||||||||||||||||
Diluted net loss per share of common stock is calculated using the more dilutive of the two approaches: one, “as-converted” method, under which the weighted average number of common stock shares outstanding during the period is adjusted to include the assumed conversion of redeemable convertible preferred stock at the beginning of the period, and the other, the “two-class” method as described above. Under either approach, the weighted average number of shares outstanding is also adjusted to include the assumed exercises of stock options and warrants, if dilutive. For periods in which the Company has basic net loss per share of common stock, such as for the years ended December 31, 2012 and 2011, and nine months ended September 30, 2012, diluted net loss per share is the same as basic, as any adjustments would have been anti-dilutive. For nine months ended September 30, 2013, the Company’s diluted net loss per common share was calculated using the “as-converted” method, as it resulted in a net loss per share of common stock and accordingly, was more dilutive than the “two-class” method. | |||||||||||||||||
In all periods presented, the Company’s outstanding stock options and warrants were excluded from the calculation of earnings (loss) per share because the effect would be antidilutive. | |||||||||||||||||
The following table sets forth the computation of basic and diluted net income (loss) per share (in thousands, except share and per share amounts): | |||||||||||||||||
Years Ended December 31, | Nine Months Ended | ||||||||||||||||
September 30, | |||||||||||||||||
2012 | 2011 | 2013 | 2012 | ||||||||||||||
unaudited | |||||||||||||||||
Basic: | |||||||||||||||||
Numerator: | |||||||||||||||||
Net loss | $ | (11,255 | ) | $ | (4,497 | ) | $ | (6,159 | ) | $ | (8,465 | ) | |||||
Accretion to redemption value of redeemable convertible preferred stock | (12,644 | ) | (12,609 | ) | (9,289 | ) | (9,465 | ) | |||||||||
Reduction in redeemable convertible preferred stock distribution entitlement upon extinguishment | — | — | 313,933 | — | |||||||||||||
Amounts allocated to participating redeemable convertible preferred stock | — | — | (282,006 | ) | — | ||||||||||||
Net (loss) income allocated to common stock—basic | $ | (23,899 | ) | $ | (17,106 | ) | $ | 16,478 | $ | (17,930 | ) | ||||||
Denominator: | |||||||||||||||||
Weighted average number of common stock shares outstanding | 5,788 | 5,773 | 38,027 | 5,787 | |||||||||||||
Net (loss) income per share—basic: | $ | (4,128.71 | ) | $ | (2,963.11 | ) | $ | 433.33 | $ | (3,098.31 | ) | ||||||
Diluted: | |||||||||||||||||
Numerator: | |||||||||||||||||
Net (loss) income allocated to common stock | $ | (23,899 | ) | $ | (17,106 | ) | $ | 16,478 | $ | (17,930 | ) | ||||||
Adjustments from assumed conversion of redeemable convertible preferred stock | — | — | (22,637 | ) | — | ||||||||||||
Net loss allocated to common stock—diluted | $ | (23,899 | ) | $ | (17,106 | ) | $ | (6,159 | ) | $ | (17,930 | ) | |||||
Denominator: | |||||||||||||||||
Weighted average number of common stock shares outstanding | 5,788 | 5,773 | 38,027 | 5,787 | |||||||||||||
Weighted average number of preferred stock shares outstanding | — | — | 650,798 | — | |||||||||||||
Total common stock shares equivalents | 5,788 | 5,773 | 688,825 | 5,787 | |||||||||||||
Net loss per share—diluted: | $ | (4,128.71 | ) | $ | (2,963.11 | ) | $ | (8.94 | ) | $ | (3,098.31 | ) | |||||
The following table shows the total outstanding securities considered anti-dilutive and therefore excluded from the computation of diluted net income (loss) per share (in thousands): | |||||||||||||||||
Year ended | Nine Months Ended | ||||||||||||||||
December 31, | September 30, | ||||||||||||||||
(unaudited) | |||||||||||||||||
2012 | 2011 | 2013 | 2012 | ||||||||||||||
Redeemable convertible preferred stock | 661 | 661 | — | 661 | |||||||||||||
Common stock options | 104 | 122 | 90 | 107 | |||||||||||||
Warrants for common stock | 28 | 30 | 1,543 | — | |||||||||||||
Recent Accounting Pronouncements | ' | ||||||||||||||||
Recent Accounting Pronouncements | |||||||||||||||||
In September 2011, the Financial Accounting Standards Board (the FASB) issued Accounting Standards Update (ASU) No. 2011-05, Presentation of Comprehensive Income. This ASU gives an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. This guidance is effective on a retrospective basis in the Company’s financial statements for the year ending December 31, 2012. The Company adopted this pronouncement and elected to present a single continuous statement of comprehensive income. The retrospective application had only a presentation impact on the Company’s financial statements for the twelve months ended December 31, 2012. | |||||||||||||||||
In May 2011, the FASB issued ASU No. 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. This ASU is the result of joint efforts by the FASB and International Accounting Standards Board to develop a single, converged fair value framework. While this ASU is largely consistent with existing fair value measurement principles in U.S. GAAP, it expands the existing disclosure requirements for fair value measurements in Accounting Standards Codification (ASC) Topic 820, Fair Value Measurement, and makes other amendments. Many of these amendments were made to eliminate unnecessary wording differences between U.S. GAAP and International Financial Reporting Standards, which could change how fair value measurement guidance in ASC 820 is applied. This guidance was effective on a prospective basis for the Company on January 1, 2012. The prospective application had only a disclosure impact on the Company’s financial statements for the year ended December 31, 2012. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Schedule of Basic and Diluted Net Income (Loss) Per Share | ' | ||||||||||||||||
The following table sets forth the computation of basic and diluted net income (loss) per share (in thousands, except share and per share amounts): | |||||||||||||||||
Years Ended December 31, | Nine Months Ended | ||||||||||||||||
September 30, | |||||||||||||||||
2012 | 2011 | 2013 | 2012 | ||||||||||||||
unaudited | |||||||||||||||||
Basic: | |||||||||||||||||
Numerator: | |||||||||||||||||
Net loss | $ | (11,255 | ) | $ | (4,497 | ) | $ | (6,159 | ) | $ | (8,465 | ) | |||||
Accretion to redemption value of redeemable convertible preferred stock | (12,644 | ) | (12,609 | ) | (9,289 | ) | (9,465 | ) | |||||||||
Reduction in redeemable convertible preferred stock distribution entitlement upon extinguishment | — | — | 313,933 | — | |||||||||||||
Amounts allocated to participating redeemable convertible preferred stock | — | — | (282,006 | ) | — | ||||||||||||
Net (loss) income allocated to common stock—basic | $ | (23,899 | ) | $ | (17,106 | ) | $ | 16,478 | $ | (17,930 | ) | ||||||
Denominator: | |||||||||||||||||
Weighted average number of common stock shares outstanding | 5,788 | 5,773 | 38,027 | 5,787 | |||||||||||||
Net (loss) income per share—basic: | $ | (4,128.71 | ) | $ | (2,963.11 | ) | $ | 433.33 | $ | (3,098.31 | ) | ||||||
Diluted: | |||||||||||||||||
Numerator: | |||||||||||||||||
Net (loss) income allocated to common stock | $ | (23,899 | ) | $ | (17,106 | ) | $ | 16,478 | $ | (17,930 | ) | ||||||
Adjustments from assumed conversion of redeemable convertible preferred stock | — | — | (22,637 | ) | — | ||||||||||||
Net loss allocated to common stock—diluted | $ | (23,899 | ) | $ | (17,106 | ) | $ | (6,159 | ) | $ | (17,930 | ) | |||||
Denominator: | |||||||||||||||||
Weighted average number of common stock shares outstanding | 5,788 | 5,773 | 38,027 | 5,787 | |||||||||||||
Weighted average number of preferred stock shares outstanding | — | — | 650,798 | — | |||||||||||||
Total common stock shares equivalents | 5,788 | 5,773 | 688,825 | 5,787 | |||||||||||||
Net loss per share—diluted: | $ | (4,128.71 | ) | $ | (2,963.11 | ) | $ | (8.94 | ) | $ | (3,098.31 | ) | |||||
Anti Dilutive Securities Excluded From the Computation of Diluted Net Loss Per Share | ' | ||||||||||||||||
The following table shows the total outstanding securities considered anti-dilutive and therefore excluded from the computation of diluted net income (loss) per share (in thousands): | |||||||||||||||||
Year ended | Nine Months Ended | ||||||||||||||||
December 31, | September 30, | ||||||||||||||||
(unaudited) | |||||||||||||||||
2012 | 2011 | 2013 | 2012 | ||||||||||||||
Redeemable convertible preferred stock | 661 | 661 | — | 661 | |||||||||||||
Common stock options | 104 | 122 | 90 | 107 | |||||||||||||
Warrants for common stock | 28 | 30 | 1,543 | — |
Marketable_Securities_Tables
Marketable Securities (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Marketable Available For Sale Securities | ' | ||||||||||||||||
Marketable available-for-sale securities as of December 31, 2011 consist of the following (in thousands): | |||||||||||||||||
Amortized | Gross | Gross | Estimated | ||||||||||||||
Cost | Unrealized | Unrealized | Fair Value | ||||||||||||||
Gains | Losses | ||||||||||||||||
As of December 31, 2011: | |||||||||||||||||
Obligations of U.S. government agencies | $ | 4,495 | $ | 1 | $ | — | $ | 4,496 | |||||||||
Corporate debt securities | 6,516 | — | — | 6,516 | |||||||||||||
$ | 11,011 | $ | 1 | $ | — | $ | 11,012 | ||||||||||
Certain_Balance_Sheet_Items_Ta
Certain Balance Sheet Items (Tables) | 9 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Property And Equipment | ' | ||||||||||||
Property and equipment consists of the following (in thousands): | |||||||||||||
December 31, | September 30, | ||||||||||||
2012 | 2011 | 2013 | |||||||||||
(unaudited) | |||||||||||||
Laboratory equipment | $ | 3,778 | $ | 3,778 | $ | — | |||||||
Office and computer equipment | 983 | 983 | 605 | ||||||||||
Purchased software | 166 | 166 | 166 | ||||||||||
Furniture and fixtures | 174 | 174 | 43 | ||||||||||
Leasehold improvements | 2,534 | 2,534 | 2,534 | ||||||||||
Total | 7,635 | 7,635 | 3,348 | ||||||||||
Less accumulated depreciation and amortization | (7,551 | ) | (7,432 | ) | (3,339 | ) | |||||||
Property and equipment, net | $ | 84 | $ | 203 | $ | 9 | |||||||
Accrued Liabilities | ' | ||||||||||||
Accrued liabilities consist of the following (in thousands): | |||||||||||||
December 31, | September 30, | ||||||||||||
2012 | 2011 | 2013 | |||||||||||
(unaudited) | |||||||||||||
Accrued compensation | $ | 291 | $ | 362 | $ | 269 | |||||||
Accrued pre-clinical and clinical trial expenses | 304 | 496 | 199 | ||||||||||
Accrued professional fees | 285 | 292 | 736 | ||||||||||
Other accruals | 14 | 35 | — | ||||||||||
Total accrued liabilities | $ | 894 | $ | 1,185 | $ | 1,204 | |||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Futue Minimum Lease Payments | ' | ||||
Future minimum lease payments under this amended agreement are as follows (in thousands): | |||||
Lease | |||||
Payments | |||||
Year ending December 31: | |||||
2013 | $ | 422 | |||
2014 | 143 | ||||
Total future minimum payments | $ | 565 | |||
Redeemable_Convertible_Preferr1
Redeemable Convertible Preferred Stock (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Summary of Convertable Preferred Stock | ' | ||||||||||||||||
As of December 31, 2012, convertible preferred stock balances were as follows (in thousands, except share amounts): | |||||||||||||||||
Shares | Shares | Aggregate | Carrying | ||||||||||||||
Authorized | Issued and | Liquidation | Value | ||||||||||||||
Outstanding | Preference | ||||||||||||||||
Series A-1 | 12,734 | 12,734 | $ | 5,187 | $ | 75,454 | |||||||||||
Series B-1 | 373,223 | 373,223 | 146,549 | 145,408 | |||||||||||||
Series C-1 | 75,472 | 27,345 | 15,122 | 15,074 | |||||||||||||
Series D-1 | 136,948 | 136,949 | 46,520 | 43,271 | |||||||||||||
Series E-1 | 40,252 | 39,265 | 19,820 | 10,674 | |||||||||||||
Series E-3 | 93,082 | 71,543 | 23,552 | 28,816 | |||||||||||||
Total | 731,711 | 661,059 | $ | 256,750 | $ | 318,697 | |||||||||||
As of December 31, 2011, convertible preferred stock balances were as follows (in thousands, except share amounts): | |||||||||||||||||
Shares | Shares | Aggregate | Carrying | ||||||||||||||
Authorized | Issued and | Liquidation | Value | ||||||||||||||
Outstanding | Preference | ||||||||||||||||
Series A-1 | 12,734 | 12,734 | $ | 4,949 | $ | 75,216 | |||||||||||
Series B-1 | 373,223 | 373,223 | 139,575 | 138,434 | |||||||||||||
Series C-1 | 75,472 | 27,345 | 14,320 | 14,272 | |||||||||||||
Series D-1 | 136,948 | 136,949 | 43,961 | 40,712 | |||||||||||||
Series E-1 | 40,252 | 39,265 | 19,086 | 9,940 | |||||||||||||
Series E-3 | 93,082 | 71,543 | 22,216 | 27,479 | |||||||||||||
Total | 731,711 | 661,059 | $ | 244,107 | $ | 306,053 | |||||||||||
Common_Stock_Tables
Common Stock (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Reserved Share of Authorized but Unissueed Common Stock | ' | ||||||||
As of September 30, 2013 and December 31, 2012, the Company had reserved shares of authorized but unissued common stock as follows: | |||||||||
Shares Reserved | Shares Reserved | ||||||||
September 30, 2013 | December 31, 2012 | ||||||||
(unaudited) | |||||||||
Conversion of convertible preferred stock | — | 661,059 | |||||||
Outstanding common stock warrants | 1,543,437 | 28,208 | |||||||
Equity incentive plans | 577,294 | 140,474 | |||||||
Total reserved shares of common stock | 2,120,731 | 829,740 | |||||||
Stock_Plans_and_StockBased_Com1
Stock Plans and Stock-Based Compensation (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Schedule of Stock Option Activity | ' | ||||||||||||||||
The following table summarizes stock option activity: | |||||||||||||||||
Shares | Weighted- | Weighted- | Aggregate | ||||||||||||||
Subject to | Average | Average | Intrinsic Value | ||||||||||||||
Outstanding | Exercise | Remaining | (In Thousands) | ||||||||||||||
Options | Price of | Contractual | |||||||||||||||
Options | Term | ||||||||||||||||
(Years) | |||||||||||||||||
Outstanding as of December 31, 2011 | 121,983 | $ | 35.77 | 4.58 | $ | 3 | |||||||||||
Vested and expected to vest as of December 31, 2011 | 121,224 | $ | 35.77 | 4.55 | $ | 3 | |||||||||||
Exercisable as of December 31, 2011 | 100,526 | $ | 39.75 | 3.87 | $ | 2 | |||||||||||
Options granted | 15,094 | 4.77 | |||||||||||||||
Options exercised | (19 | ) | 15.9 | ||||||||||||||
Options forfeited | (11,139 | ) | 14.31 | ||||||||||||||
Options expired | (22,159 | ) | 33.39 | ||||||||||||||
Outstanding as of December 31, 2012 | 103,760 | $ | 34.19 | 4.43 | $ | 0 | |||||||||||
Vested and expected to vest as of December 31, 2012 | 103,288 | $ | 34.19 | 4.41 | $ | 0 | |||||||||||
Exercisable as of December 31, 2012 | 87,849 | $ | 38.96 | 3.84 | $ | 0 | |||||||||||
Options granted (unaudited) | — | $ | 0 | ||||||||||||||
Options exercised (unaudited) | (78 | ) | 4.77 | ||||||||||||||
Options forfeited (unaudited) | (3,404 | ) | 10.35 | ||||||||||||||
Options expired (unaudited) | (10,669 | ) | 31.33 | ||||||||||||||
Outstanding as of September 30, 2013 (unaudited) | 89,609 | 35.15 | 4.01 | $ | 0 | ||||||||||||
Vested and expected to vest as of September 30, 2013 (unaudited) | 89,305 | 35.25 | 4 | $ | 0 | ||||||||||||
Exercisable as of September 30, 2013 (unaudited) | 81,951 | 37.92 | 3.62 | $ | 0 | ||||||||||||
Summary of Stock Option Outstanding | ' | ||||||||||||||||
The following table summarizes information about stock options outstanding as of September 30, 2013 (unaudited): | |||||||||||||||||
Options Outstanding | Options Exercisable | ||||||||||||||||
Exercise Price | Number | Weighted- | Number | ||||||||||||||
of | Average | of Shares | |||||||||||||||
Shares | Remaining | ||||||||||||||||
Contractual | |||||||||||||||||
Term | |||||||||||||||||
(Years) | |||||||||||||||||
$4.77 | 12,265 | 8.32 | 5,111 | ||||||||||||||
$9.54 | 943 | 5.67 | 943 | ||||||||||||||
$15.90 | 16,582 | 6.19 | 16,079 | ||||||||||||||
$23.85 | 642 | 5.35 | 642 | ||||||||||||||
$30.21 | 29,612 | 0.66 | 29,612 | ||||||||||||||
$39.75 | 24,033 | 4.67 | 24,033 | ||||||||||||||
$54.86 | 189 | 1.68 | 189 | ||||||||||||||
$62.81 | 1,887 | 2.13 | 1,887 | ||||||||||||||
$238.50 | 3,456 | 2.98 | 3,456 | ||||||||||||||
89,609 | 4.01 | 81,951 | |||||||||||||||
The following table summarizes information about stock options outstanding as of December 31, 2012: | |||||||||||||||||
Options Outstanding | Options Exercisable | ||||||||||||||||
Exercise Price | Number | Weighted- | Number | ||||||||||||||
of | Average | of Shares | |||||||||||||||
Shares | Remaining | ||||||||||||||||
Contractual | |||||||||||||||||
Term | |||||||||||||||||
(Years) | |||||||||||||||||
$4.77 | 14,446 | 8.47 | 3,355 | ||||||||||||||
$9.54 | 943 | 6.42 | 865 | ||||||||||||||
$15.90 | 20,328 | 6.02 | 15,622 | ||||||||||||||
$23.85 | 893 | 6.14 | 857 | ||||||||||||||
$30.21 | 32,103 | 1.35 | 32,103 | ||||||||||||||
$39.75 | 29,218 | 4.81 | 29,218 | ||||||||||||||
$54.86 | 189 | 2.43 | 189 | ||||||||||||||
$62.81 | 2,138 | 2.58 | 2,138 | ||||||||||||||
$238.50 | 3,501 | 3.7 | 3,501 | ||||||||||||||
103,759 | 4.43 | 87,848 | |||||||||||||||
Estimated Weighted Average Grant Date Fair Value | ' | ||||||||||||||||
The following table presents the weighted-average assumptions the Company used with the Black-Scholes valuation model to derive the grant date fair value-based measurements of employee and director stock options and the resulting estimated weighted-average grant date fair-value-based measurements per share: | |||||||||||||||||
Year Ended December 31, | Nine Months Ended September 30, | ||||||||||||||||
2012 | 2011 | 2013 | 2012 | ||||||||||||||
(unaudited) | |||||||||||||||||
Weighted-average assumptions: | |||||||||||||||||
Expected term | 6.25 yrs | 6.25 yrs | 6.25 yrs | 6.25 yrs | |||||||||||||
Expected volatility | 100 | % | 100 | % | 101 | % | 103 | % | |||||||||
Risk-free interest rate | 1.01 | % | 1.27 | % | 1.85 | % | 0.96 | % | |||||||||
Expected dividend yield | 0 | % | 0 | % | 0 | % | 0 | % | |||||||||
Weighted-average grant date fair value-based measurement per share | $ | 3.97 | $ | 11.13 | $ | 3.97 | $ | 3.97 | |||||||||
Summary of Stock Based Compensation Expense | ' | ||||||||||||||||
Employee and director stock-based compensation expense recorded was as follows (in thousands): | |||||||||||||||||
Year Ended December 31 | Nine Months Ended September 30, | ||||||||||||||||
2012 | 2011 | 2013 | 2012 | ||||||||||||||
(unaudited) | |||||||||||||||||
Research and development | $ | 26 | $ | 380 | $ | 16 | $ | 20 | |||||||||
General and administrative | 54 | 377 | 33 | 43 | |||||||||||||
Total | $ | 80 | $ | 757 | $ | 49 | $ | 63 | |||||||||
Income_Taxes_Tables
Income Taxes (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Components of Deferred Tax Assets | ' | ||||||||
Significant components of the Company’s deferred tax assets are as follows (in thousands): | |||||||||
December 31 | |||||||||
2012 | 2011 | ||||||||
Deferred tax assets: | |||||||||
Federal and state net operating loss carryforwards | $ | 62,745 | $ | 57,901 | |||||
Capitalized research and development | 22,490 | 22,541 | |||||||
Federal and state tax credit carryforwards | 6,153 | 6,059 | |||||||
Other | 1,200 | 1,390 | |||||||
Total deferred tax assets | 92,588 | 87,891 | |||||||
Valuation allowance | (92,588 | ) | (87,891 | ) | |||||
Net deferred tax assets | $ | — | $ | — | |||||
Summary of Unrecognized Tax Benefits | ' | ||||||||
The following table summarizes activity related to the Company’s gross unrecognized tax benefits (in thousands): | |||||||||
Total | |||||||||
Balance as of December 31, 2010 | $ | 1,543 | |||||||
Increases related to 2011 tax positions | 168 | ||||||||
Balance as of December 31, 2011 | 1,711 | ||||||||
Increases related to 2012 tax positions | 36 | ||||||||
Balance as of December 31, 2012 | $ | 1,747 | |||||||
Recovered_Sheet1
Organization And Description of Business - Additional Information (Detail) (USD $) | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | |
Organization And Description Of Business [Line Items] | ' | ' | ' | ' | ' |
Accumulated deficit | ($344,928,000) | ' | ($329,480,000) | ($305,581,000) | ' |
Net Losses | ' | ' | -11,255,000 | -4,497,000 | ' |
Cash flows from operating activities | -4,921,000 | -10,913,000 | -11,293,000 | -17,925,000 | ' |
Cash and cash equivalents | 32,080,000 | 8,106,000 | 7,726,000 | 8,021,000 | 6,912,000 |
working capital deficit | ' | ' | $9,900,000 | ' | ' |
Recovered_Sheet2
Summary Of Significant Accounting Policies - Additional Information (Detail) (USD $) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | |
Summary Of Significant Accounting Policy [Line Items] | ' | ' | ' | ' |
Reverse Stock Split | 0.01258 | ' | ' | ' |
Assets measured at fair value on a recurring basis within Level 3 | $0 | ' | $0 | $0 |
Liabilities measured at fair value on a recurring basis within Level 3 | 0 | ' | 0 | 0 |
Impairment losses | 0 | ' | 0 | 0 |
Contract revenue | 0 | 3,037,000 | 3,050,000 | 15,147,000 |
Reserves for uncertain tax positions | ' | ' | 0 | 0 |
Income Tax interest & penalties | ' | ' | $0 | $0 |
Contract Revenue | Customers One | ' | ' | ' | ' |
Summary Of Significant Accounting Policy [Line Items] | ' | ' | ' | ' |
Concentration percentage | ' | ' | 100.00% | 95.00% |
Contract Revenue | Customers Two | ' | ' | ' | ' |
Summary Of Significant Accounting Policy [Line Items] | ' | ' | ' | ' |
Concentration percentage | ' | ' | ' | 5.00% |
Minimum | ' | ' | ' | ' |
Summary Of Significant Accounting Policy [Line Items] | ' | ' | ' | ' |
Property and equipment, estimated useful lives | '3 years | ' | ' | ' |
Maximum | ' | ' | ' | ' |
Summary Of Significant Accounting Policy [Line Items] | ' | ' | ' | ' |
Property and equipment, estimated useful lives | '7 years | ' | ' | ' |
Schedule_of_Basic_and_Diluted_
Schedule of Basic and Diluted Net Income (loss) Per Share (Detail) (USD $) | 9 Months Ended | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 |
Basic: | ' | ' | ' | ' |
Net loss | ($6,159) | ($8,465) | ($11,255) | ($4,497) |
Accretion to redemption value of redeemable convertible preferred stock | -9,289 | -9,465 | -12,644 | -12,609 |
Reduction in redeemable convertible preferred stock distribution entitlement upon extinguishment | 313,933 | ' | ' | ' |
Amounts allocated to participating redeemable convertible preferred stock | -282,006 | ' | ' | ' |
Net loss attributable to stockholders | 16,478 | -17,930 | -23,899 | -17,106 |
Weighted average number of common stock shares outstanding | 38,027 | 5,787 | 5,788 | 5,773 |
Net income (loss) per share-basic: | $433.33 | ($3,098.31) | ($4,128.71) | ($2,963.11) |
Diluted: | ' | ' | ' | ' |
Net loss attributable to stockholders | 16,478 | -17,930 | -23,899 | -17,106 |
Adjustments from assumed conversion of redeemable convertible preferred Stock | -22,637 | ' | ' | ' |
Net loss allocated to common stock-diluted | ($6,159) | ($17,930) | ($23,899) | ($17,106) |
Total common stock shares equivalents | 688,825 | 5,787 | 5,788 | 5,773 |
Net loss per share-diluted: | ($8.94) | ($3,098.31) | ($4,128.71) | ($2,963.11) |
Common Stock | ' | ' | ' | ' |
Diluted: | ' | ' | ' | ' |
Total common stock shares equivalents | 38,027 | 5,787 | 5,788 | 5,773 |
Preferred Stock | ' | ' | ' | ' |
Diluted: | ' | ' | ' | ' |
Total common stock shares equivalents | 650,798 | ' | ' | ' |
Antidilutive_Securities_Exclud
Antidilutive Securities Excluded From Computation of Dilutive Earning Per Share (Detail) | 9 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 |
Redeemable Convertible Preferred Stock | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Anti-dilutive securities excluded from the computation of diluted loss per share | ' | 661 | 661 | 661 |
Common Stock | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Anti-dilutive securities excluded from the computation of diluted loss per share | 90 | 107 | 104 | 122 |
Warrants | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Anti-dilutive securities excluded from the computation of diluted loss per share | 1,543 | ' | 28 | 30 |
Marketable_Securities_Addition
Marketable Securities - Additional Information (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Schedule of Available-for-sale Securities [Line Items] | ' | ' | ' |
Amortized Cost | $0 | $0 | $11,011,000 |
Gross Unrealized Gains | 0 | 0 | 1,000 |
Gross Unrealized Losses | 0 | 0 | ' |
Fair Value | $0 | $0 | $11,012,000 |
Marketable_Available_Securitie
Marketable Available Securities for Sale Securities (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Schedule of Available-for-sale Securities [Line Items] | ' | ' | ' |
Amortized Cost | $0 | $0 | $11,011,000 |
Gross Unrealized Gains | 0 | 0 | 1,000 |
Gross Unrealized Losses | 0 | 0 | ' |
Estimated Fair Value | 0 | 0 | 11,012,000 |
Us Government Agencies Obligations | ' | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' | ' |
Amortized Cost | ' | ' | 4,495,000 |
Gross Unrealized Gains | ' | ' | 1,000 |
Gross Unrealized Losses | ' | ' | ' |
Estimated Fair Value | ' | ' | 4,496,000 |
Corporate Debt Securities | ' | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' | ' |
Amortized Cost | ' | ' | 6,516,000 |
Gross Unrealized Losses | ' | ' | ' |
Estimated Fair Value | ' | ' | $6,516,000 |
Property_Plant_And_Equipment_D
Property Plant And Equipment (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
In Thousands, unless otherwise specified | |||
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property and equipment, gross | $3,348 | $7,635 | $7,635 |
Less accumulated depreciation and amortization | -3,339 | -7,551 | -7,432 |
Property and equipment, net | 9 | 84 | 203 |
Laboratory Equipment | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property and equipment, gross | ' | 3,778 | 3,778 |
Office and Computer Equipment | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property and equipment, gross | 605 | 983 | 983 |
Purchased Software | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property and equipment, gross | 166 | 166 | 166 |
Furniture and Fixtures | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property and equipment, gross | 43 | 174 | 174 |
Leasehold Improvements | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property and equipment, gross | $2,534 | $2,534 | $2,534 |
Certain_Balance_Sheet_Items_Ad
Certain Balance Sheet Items - Additional Information (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
In Thousands, unless otherwise specified | |||
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property and equipment, gross | $3,348 | $7,635 | $7,635 |
Accumulated depreciation | 3,339 | 7,551 | 7,432 |
Equipment Loans | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property and equipment, gross | ' | ' | 1,100 |
Accumulated depreciation | ' | ' | $1,100 |
Accrued_Liabilities_Detail
Accrued Liabilities (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
In Thousands, unless otherwise specified | |||
Accrued Liabilities [Line Items] | ' | ' | ' |
Accrued compensation | $269 | $291 | $362 |
Accrued pre-clinical and clinical trial expenses | 199 | 304 | 496 |
Accrued professional fees | 736 | 285 | 292 |
Other accruals | ' | 14 | 35 |
Total accrued liabilities | $1,204 | $894 | $1,185 |
Collaboration_Agreements_Addit
Collaboration Agreements - Additional Information (Detail) (USD $) | 9 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 1 Months Ended | 9 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Jul. 21, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Mar. 31, 2010 | Sep. 30, 2013 | Dec. 31, 2011 | Dec. 31, 2010 | Mar. 31, 2010 | Mar. 31, 2010 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | |
Sanofi Aventis | Sanofi Aventis | Sanofi Aventis | Sanofi Aventis | Takeda Pharmaceutical Company Limited | Takeda Pharmaceutical Company Limited | Takeda Pharmaceutical Company Limited | Takeda Pharmaceutical Company Limited | Takeda Pharmaceutical Company Limited | Takeda Pharmaceutical Company Limited | Takeda Pharmaceutical Company Limited | Pfizer | Pfizer | Pfizer | Pfizer | |||||
Up-front License Payment | Up-front License Payment | Up-front License Payment | Technology Access Fee | Research and Development Funding | Research and Development Funding | Technology Access Fee | |||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments received | ' | ' | ' | ' | ' | $25,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0 | $0 | $0 | ' |
Contract revenue | 0 | 3,037,000 | 3,050,000 | 15,147,000 | 2,900,000 | ' | 0 | 11,000,000 | ' | 0 | 700,000 | 800,000 | ' | ' | 100,000 | 0 | 0 | 0 | 7,500,000 |
Defered revenue, payment received | ' | ' | ' | ' | ' | ' | ' | ' | $1,500,000 | ' | ' | ' | $900,000 | $600,000 | $100,000 | ' | ' | ' | ' |
License_Agreement_Additional_I
License Agreement - Additional Information (Detail) (USD $) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Jun. 30, 1998 | |
License Agreements [Line Items] | ' | ' | ' | ' |
Monthly license fees | ' | ' | ' | $2,000 |
Potential future development payments | ' | ' | ' | 800,000 |
Development payment | 0 | 0 | 0 | ' |
Royalty payment | $0 | $0 | $0 | ' |
Debt_Additional_Information_De
Debt - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | ||||||||||||||||||||
In Millions, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Jun. 20, 2006 | Dec. 31, 2010 | Jul. 31, 2009 | Feb. 28, 2009 | Jan. 31, 2012 | Mar. 31, 2008 | Sep. 30, 2008 | Feb. 28, 2009 | Jul. 31, 2013 | Mar. 31, 2013 | Jan. 31, 2012 | Jul. 31, 2009 | Jul. 31, 2013 | Mar. 31, 2013 | Jan. 31, 2012 | Feb. 28, 2007 | Dec. 31, 2011 | Feb. 28, 2007 | Feb. 28, 2007 |
Series E Preferred | Series C-1 Preferred | Series C-1 Preferred | Series C-1 Preferred | First Issuance | Second Issuance | Third Issuance | Third Issuance | Third Issuance | Third Issuance | Fourth Issuance | Fourth Issuance | Fourth Issuance | Fourth Issuance | Equipment Loans | Equipment Loans | Equipment Loans | Equipment Loans | ||||||||
As Amended | As Amended | As Amended | As Amended | As Amended | As Amended | As Amended | Minimum | Maximum | |||||||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum borrowing capacity | ' | ' | ' | ' | ' | ' | $30 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notes issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.5 | 10.5 | 7 | ' | ' | ' | 6.7 | ' | ' | ' | ' | ' | ' | ' |
Maturity date of debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 17-Mar-11 | 17-Sep-11 | 28-Feb-12 | 31-Dec-13 | 1-Aug-13 | 1-Mar-13 | 31-Jul-12 | 31-Dec-13 | 1-Aug-13 | 1-Mar-13 | ' | ' | ' | ' |
Interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7.57% | 7.57% | 4.42% | ' | ' | 4.92% | 4.96% | ' | ' | 5.46% | ' | ' | 9.78% | 9.91% |
Conversion price | ' | ' | ' | ' | ' | ' | ' | $232.93 | $438.84 | $438.84 | $292.56 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest expense | 0.2 | 0.2 | 0.6 | 0.6 | 0.7 | 0.7 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loan facility, outstanding principal and accrued interest settled | ' | ' | 16.9 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loan facility extinguished in exchange of common stock | ' | ' | 624,944 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loan amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.1 | ' | ' | ' |
Term of loan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '4 years | ' | ' | ' |
Payment for (return of) loan deposit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.20 | ($0.10) | ' | ' |
Commitment_And_Contingencies_A
Commitment And Contingencies - Additional Information (Detail) (USD $) | 9 Months Ended | 12 Months Ended | ||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 |
Loss Contingencies [Line Items] | ' | ' | ' | ' |
Rent expenses | $0.40 | $0.10 | $0.50 | $0.50 |
Operating Leases Term | ' | ' | '4 years | ' |
Future_Minimum_Lease_Payments_
Future Minimum Lease Payments (Detail) (USD $) | Dec. 31, 2012 |
In Thousands, unless otherwise specified | |
Operating Leased Assets [Line Items] | ' |
2013 | $422 |
2014 | 143 |
Total future minimum payments | $565 |
Redeemable_Convertible_Preferr2
Redeemable Convertible Preferred Stock - Additional Information (Detail) (USD $) | 1 Months Ended | 9 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | 12 Months Ended | 1 Months Ended | 2 Months Ended | 4 Months Ended | 9 Months Ended | 12 Months Ended | 1 Months Ended | 9 Months Ended | 12 Months Ended | 1 Months Ended | 9 Months Ended | 12 Months Ended | 1 Months Ended | 9 Months Ended | 12 Months Ended | 1 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | ||||||||||||||||||||||||||
Aug. 31, 2008 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Aug. 31, 2008 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Dec. 31, 2011 | Nov. 30, 2009 | Aug. 31, 2008 | Dec. 31, 2004 | Dec. 31, 2003 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Aug. 31, 2006 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Dec. 31, 2011 | Aug. 31, 2008 | Apr. 30, 2007 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2010 | Sep. 30, 2012 | Dec. 31, 2011 | Dec. 30, 2010 | Jun. 30, 2010 | Nov. 30, 2009 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Dec. 31, 2011 | Aug. 31, 2008 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2010 | Sep. 30, 2012 | Dec. 31, 2011 | Sep. 30, 2013 | Sep. 30, 2013 | |
Next sale and issuance of capital stock of the Company | Scenario two | Scenario two | Scenario two | Scenario two | Series A-1 Preferred | Series A-1 Preferred | Series A-1 Preferred | Series A-1 Preferred | Series A-1 Preferred | Series B-1 Preferred | Series B-1 Preferred | Series B-1 Preferred | Series B-1 Preferred | Series B-1 Preferred | Series B-1 Preferred | Series B-1 Preferred | Series B-1 Preferred | Series B-1 Preferred | Series C-1 Preferred | Series C-1 Preferred | Series C-1 Preferred | Series C-1 Preferred | Series C-1 Preferred | Series D-1 Preferred | Series D-1 Preferred | Series D-1 Preferred | Series D-1 Preferred | Series D-1 Preferred | Series D-1 Preferred | Series D-1 Preferred | Series E Preferred | Series E Preferred | Series E Preferred | Series E Preferred | Series E Preferred | Series E Preferred | Series E Preferred | Warrants | Series E- Three Convertible Preferred Stock | Series E- Three Convertible Preferred Stock | Series E- Three Convertible Preferred Stock | Series E- Three Convertible Preferred Stock | Series E- Three Convertible Preferred Stock | Series B One Preferred Stock | Series D-1 And E Preferred Stock | |||||
Minimum | Next sale and issuance of capital stock of the Company | Next sale and issuance of capital stock of the Company | Next sale and issuance of capital stock of the Company | Scenario one, conversion basis | Scenario one, conversion basis | |||||||||||||||||||||||||||||||||||||||||||||
Minimum | Maximum | |||||||||||||||||||||||||||||||||||||||||||||||||
Temporary Equity [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Redeemable convertible preferred stock converted | ' | 46,626,294 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock upon conversion of redeemable convertible preferred stock | ' | 2,793,281 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion of preferred stock to common stock | ' | $323,155,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible preferred stock issued | ' | 0 | 661,059 | 661,059 | ' | ' | ' | ' | ' | ' | ' | 12,734 | ' | 12,734 | ' | ' | 188,894 | 136,520 | ' | 373,223 | ' | 373,223 | ' | 27,345 | ' | 27,345 | ' | 27,345 | ' | 137,592 | ' | 136,949 | ' | ' | 136,949 | ' | ' | ' | ' | 39,265 | ' | 39,265 | ' | ' | 71,543 | ' | ' | 71,543 | ' | ' |
Convertible preferred stock outstanding | ' | 0 | 661,059 | 661,059 | ' | ' | ' | ' | ' | ' | ' | 12,734 | ' | 12,734 | ' | ' | ' | ' | ' | 373,223 | ' | 373,223 | ' | ' | ' | 27,345 | ' | 27,345 | ' | ' | ' | 136,949 | ' | ' | 136,949 | ' | ' | ' | ' | 39,265 | ' | 39,265 | ' | ' | 71,543 | ' | ' | 71,543 | ' | ' |
Purchase price per share of preferred stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $232.93 | ' | ' | ' | ' | ' | $232.93 | $232.93 | $232.93 | ' | ' | ' | ' | $365.70 | $365.70 | ' | ' | ' | ' | $232.94 | $232.94 | ' | ' | ' | ' | ' | ' | ' | $232.93 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock balances, price per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $18.64 | ' | ' | ' | ' | ' | ' | ' | $18.64 | ' | ' | ' | ' | ' | $29.26 | ' | ' | ' | ' | ' | $18.64 | ' | ' | ' | ' | ' | ' | ' | $18.64 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceed from issuance of redeemable preferred stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 44,000,000 | 31,800,000 | ' | ' | ' | ' | ' | 10,000,000 | ' | ' | ' | ' | ' | 32,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrant to purchase common stock, issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 29,245 | ' | ' | 29,245 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,639 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrant issued, exercise price per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30.21 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 22.13 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, price per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1.51 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
warrant issued, exercise period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrant, extended expiration date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 31-Dec-11 | ' | ' | ' | ' | 1-Apr-13 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 13-Apr-13 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of reduction in number of shares exercisable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 45.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of warrant outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 13,160 | ' | ' | 14,623 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repurchase of Stock, shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | 646 | ' | ' | ' | ' | ' | 1,610 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 472 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 71 | ' | ' | ' | ' | ' | ' | ' |
Repurchase of Stock, value | 82,000 | -8,247,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued upon conversion of debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 37,119 | 859 | 1,288 | ' | ' | ' | ' | ' | ' | ' | 71,543 | ' | ' | ' | ' |
Aggregate cumulative dividend | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,300,000 | 2,200,000 | ' | ' | ' | ' | ' | ' | 63,100,000 | 59,600,000 | ' | ' | ' | ' | 5,600,000 | 5,100,000 | ' | ' | ' | ' | 15,900,000 | 14,600,000 | ' | ' | ' | ' | ' | ' | 1,900,000 | 1,500,000 | ' | ' | ' | 3,400,000 | 2,700,000 | ' | ' | ' | ' | ' |
Aggregate cumulative dividend, per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $183.64 | $174.40 | ' | ' | ' | ' | ' | ' | $168.96 | $159.72 | ' | ' | ' | ' | $201.83 | $187.32 | ' | ' | ' | ' | $116 | $106.75 | ' | ' | ' | ' | ' | ' | $48.14 | $38.90 | ' | ' | ' | $47.28 | $38.04 | ' | ' | ' | ' | ' |
Preferred stock liquidation preference | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $232.93 | ' | ' | ' | ' | ' | ' | ' | $232.93 | ' | ' | ' | ' | ' | $365.70 | ' | ' | ' | ' | ' | ' | $232.94 | ' | ' | ' | ' | ' | ' | $290.97 | ' | ' | ' | ' | ' | $465.87 | ' | ' | ' |
Conversion basis, Percentage of outstanding common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 66.67% | 51.00% |
Per Share Price | ' | ' | ' | ' | ' | $8 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate gross proceed | ' | ' | ' | ' | ' | $30,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Participation percentage in financing | ' | ' | ' | ' | ' | ' | ' | 1.00% | 99.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion ratio | ' | ' | ' | ' | ' | ' | 0.25 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Participation right, description | ' | ' | ' | ' | 'Any holder that participated in the 2013 financing for between 100% and 300% of such holder's Pro Rata Share (the "Participation Multiple") had each share of preferred stock convert into shares of common stock by multiplying the product of (y) the aggregate number of shares of preferred stock held by such holder multiplied by the applicable Participation Multiple and (z) four (4). | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible_Preferred_Stock_Ba
Convertible Preferred Stock Balances (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2004 | Dec. 31, 2003 | Dec. 31, 2012 | Dec. 31, 2011 | Aug. 31, 2006 | Dec. 31, 2012 | Dec. 31, 2011 | Apr. 30, 2007 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2011 |
In Thousands, except Share data, unless otherwise specified | Scenario, Previously Reported | Scenario, Previously Reported | Series A-1 Preferred | Series A-1 Preferred | Series B-1 Preferred | Series B-1 Preferred | Series B-1 Preferred | Series B-1 Preferred | Series C-1 Preferred | Series C-1 Preferred | Series C-1 Preferred | Series D-1 Preferred | Series D-1 Preferred | Series D-1 Preferred | Series E Preferred | Series E Preferred | Series E- Three Convertible Preferred Stock | Series E- Three Convertible Preferred Stock | |||
Class of Stock [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares Authorized | ' | 55,258,608 | 55,258,608 | 731,711 | 731,711 | 12,734 | 12,734 | 373,223 | 373,223 | ' | ' | 75,472 | 75,472 | ' | 136,948 | 136,948 | ' | 40,252 | 40,252 | 93,082 | 93,082 |
Shares Issued | 0 | 661,059 | 661,059 | ' | ' | 12,734 | 12,734 | 373,223 | 373,223 | 188,894 | 136,520 | 27,345 | 27,345 | 27,345 | 136,949 | 136,949 | 137,592 | 39,265 | 39,265 | 71,543 | 71,543 |
Shares Outstanding | 0 | 661,059 | 661,059 | ' | ' | 12,734 | 12,734 | 373,223 | 373,223 | ' | ' | 27,345 | 27,345 | ' | 136,949 | 136,949 | ' | 39,265 | 39,265 | 71,543 | 71,543 |
Aggregate Liquidation Preference | ' | $256,750 | $244,107 | ' | ' | $5,187 | $4,949 | $146,549 | $139,575 | ' | ' | $15,122 | $14,320 | ' | $46,520 | $43,961 | ' | $19,820 | $19,086 | $23,552 | $22,216 |
Carrying Value | ' | $318,697 | $306,053 | ' | ' | $75,454 | $75,216 | $145,408 | $138,434 | ' | ' | $15,074 | $14,272 | ' | $43,271 | $40,712 | ' | $10,674 | $9,940 | $28,816 | $27,479 |
Common_Stock_Additional_Inform
Common Stock - Additional Information (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Nov. 30, 2009 | Dec. 31, 2012 | Dec. 31, 2010 | Dec. 31, 2011 | Dec. 31, 2004 | Dec. 31, 2012 | Dec. 31, 2010 | Dec. 31, 2010 | Apr. 30, 2007 | Dec. 31, 2010 | Dec. 31, 2010 | Dec. 31, 2010 |
In Millions, except Share data, unless otherwise specified | Series B-1 Preferred | Series B-1 Preferred | Series B-1 Preferred | Series B-1 Preferred | Series B-1 Preferred | Series B-1 Preferred | Series B-1 Preferred | Series D-1 Preferred | Series D-1 Preferred | Series D-1 Preferred | Series D-1 Preferred | Series D-1 Preferred | |||
Scenario, Previously Reported | Warrants | Warrants | Warrants | Warrants | |||||||||||
Minimum | Maximum | ||||||||||||||
Class of Stock [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | ' | 74,000,000 | ' | 74,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants to purchase common stock | ' | ' | ' | ' | 29,245 | ' | ' | 29,245 | ' | ' | ' | 20,639 | ' | ' | ' |
Warrant, extended expiration date | ' | ' | ' | 31-Dec-11 | 1-Apr-13 | ' | ' | ' | ' | ' | 13-Apr-13 | ' | ' | ' | ' |
Change in accumulated deficit as a result of warrant extension | ' | ' | ' | ' | ' | $0.10 | ' | ' | ' | ' | $0.10 | ' | ' | ' | ' |
Share Price per share | ' | ' | ' | ' | ' | ' | ' | $1.51 | ' | $15.90 | ' | ' | $15.90 | ' | ' |
Expected life | ' | ' | ' | ' | ' | ' | ' | ' | ' | '1 year 1 month 6 days | ' | ' | ' | '1 year | '2 years |
Risk-free interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.41% | ' | ' | 0.50% | ' | ' |
Volatility price | ' | ' | ' | ' | ' | ' | ' | ' | ' | 97.00% | ' | ' | 83.00% | ' | ' |
Percentage of reduction in number of shares exercisable | ' | ' | ' | ' | 45.00% | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of warrant outstanding | ' | ' | ' | ' | 13,160 | 14,623 | ' | ' | 13,163 | ' | ' | ' | ' | ' | ' |
Components_Of_Authorized_But_U
Components Of Authorized But Unissued Common Stock (Detail) | Sep. 30, 2013 | Dec. 31, 2012 |
Class of Stock [Line Items] | ' | ' |
Total reserved shares of common stock | 2,120,731 | 829,740 |
Convertible Preferred Stock | ' | ' |
Class of Stock [Line Items] | ' | ' |
Total reserved shares of common stock | ' | 661,059 |
Common Stock Warrant | ' | ' |
Class of Stock [Line Items] | ' | ' |
Total reserved shares of common stock | 1,543,437 | 28,208 |
Equity Incentive Plan | ' | ' |
Class of Stock [Line Items] | ' | ' |
Total reserved shares of common stock | 577,294 | 140,474 |
Stock_Plans_And_Stock_Based_Co
Stock Plans And Stock Based Compensation - Additional Information (Detail) (USD $) | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | ||||||||||||||
Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Jun. 30, 2008 | Mar. 31, 2008 | Aug. 31, 2003 | Dec. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2013 | Jan. 31, 2004 | Jan. 31, 2004 | Jan. 31, 2004 | Aug. 31, 2003 | Aug. 31, 2003 | Aug. 31, 2003 | Aug. 31, 2003 | Aug. 31, 2003 | Dec. 31, 2007 | |
Restricted Stock | Restricted Stock | Scientific Advisory Board (SAB) and certain consultants | Scientific Advisory Board (SAB) and certain consultants | Scientific Advisory Board (SAB) and certain consultants | Equity Incentive Plan Two Thousand Three | Equity Incentive Plan Two Thousand Three | Equity Incentive Plan Two Thousand Three | Equity Incentive Plan Two Thousand Three | Equity Incentive Plan Two Thousand Three | Equity Incentive Plan Two Thousand Three | Equity Incentive Plan Two Thousand Three | Equity Incentive Plan Two Thousand Three | Equity Incentive Plan Two Thousand Three | Equity Incentive Plan Two Thousand Three | Equity Incentive Plan Two Thousand Three | Equity Incentive Plan Two Thousand Three | Equity Incentive Plan Two Thousand Three | Equity Incentive Plan Two Thousand Three | Equity Incentive Plan Two Thousand Three | |||||
Exercisable for ten years, or 18 months after an initial public offering, if earlier. | Exercisable for ten years, or 18 months after an initial public offering, if earlier. | Directors And Employees | Nonqualified options to employees, directors, and consultants | Restricted Stock | Restricted Stock | Restricted Stock | 10% stockholders | |||||||||||||||||
Minimum | Maximum | Minimum | Maximum | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share based compensation arrangement by share based payment award, expiration period | ' | ' | ' | ' | ' | ' | '10 years | ' | ' | ' | ' | '10 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share based compensation arrangement by share based payment award, percentage of common stock outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | 85.00% | 85.00% | ' | ' | ' |
Share based compensation arrangement by share based payment award, award vesting period | ' | ' | ' | ' | ' | ' | '60 months | ' | ' | ' | '3 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '4 years | '5 years | '5 years |
Share based compensation arrangement by share based payment award, exercise price percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 110.00% |
Share based compensation, stock option exercise price per share | $4.77 | ' | $15.90 | ' | ' | ' | ' | ' | ' | $39.75 | $127.20 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share based compensation, option canceled | 3,404 | ' | 11,139 | ' | ' | ' | ' | ' | ' | 46,130 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share based compensation, restricted stock unit canceled | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,552 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share based compensation, option issued | 89,609 | ' | 103,760 | 121,983 | ' | ' | ' | ' | ' | 46,130 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share based compensation, stock option, unamortized expense | $100,000 | ' | $200,000 | ' | ' | ' | ' | ' | ' | $5,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share based compensation, stock option, incremental unamortized expense resulting from exchange offer | ' | ' | ' | ' | ' | ' | ' | ' | ' | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Allocated share-based compensation expense | 49,000 | 62,000 | 80,000 | 757,000 | ' | ' | 200 | 1,000 | 6,000 | ' | ' | ' | 0 | 800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares available for grant | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 36,707 | 18,494 | 50,780 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share based compensation, granted | ' | ' | ' | ' | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share based compensation, outstanding | ' | ' | ' | ' | 0 | 9 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share based compensation, Weighted-average grant date fair value | ' | ' | ' | ' | $238.50 | $238.50 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share based compensation, weighted-average remaining contractual term | ' | ' | ' | ' | '0 years | '7 months 21 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected Dividend Yield | 0.00% | 0.00% | 0.00% | 0.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total intrinsic value of options exercised | 0 | ' | 0 | 3,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of options vested | $0 | ' | $100,000 | $100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share based compensation, stock option, unamortized expense vesting period | '2 years 2 months 12 days | ' | '2 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share based compensation, shares authorized for issuance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,230 | ' | ' | ' | ' | ' | ' | ' | ' |
Exercisable Price | $37.92 | ' | $38.96 | $39.75 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $30.21 | ' | ' | ' | ' | ' | ' | ' | ' |
Exercisable period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '1 year 6 months | '10 years | ' | ' | ' | ' | ' | ' |
Options to purchase common stock | ' | ' | ' | ' | ' | ' | ' | 3,145 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Options to purchase common stock, unvested | ' | ' | ' | ' | ' | ' | ' | 3,432 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Summary_Of_Stock_Options_Activ
Summary Of Stock Options Activity (Detail) (USD $) | 9 Months Ended | 12 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Shares Subject to Outstanding Options | ' | ' | ' |
Outstanding at the beginning of period | 103,760 | 121,983 | ' |
Options granted | ' | 15,094 | ' |
Options exercised | -78 | -19 | ' |
Options forfeited | -3,404 | -11,139 | ' |
Options expired | -10,669 | -22,159 | ' |
Outstanding as end of period | 89,609 | 103,760 | 121,983 |
Vested and expected to vest | 89,305 | 103,288 | 121,224 |
Exercisable | 81,951 | 87,849 | 100,526 |
Weighted-Average Exercise Price of Options | ' | ' | ' |
Outstanding at the beginning of period | $34.19 | $35.77 | ' |
Options granted | ' | $4.77 | ' |
Options exercised | $4.77 | $15.90 | ' |
Options forfeited | $10.35 | $14.31 | ' |
Options expired | $31.33 | $33.39 | ' |
Outstanding as end of period | $35.15 | $34.19 | $35.77 |
Vested and expected to vest | $35.25 | $34.19 | $35.77 |
Exercisable | $37.92 | $38.96 | $39.75 |
Remaining contractual Term (Years) | ' | ' | ' |
Outstanding | '4 years 4 days | '4 years 5 months 5 days | '4 years 6 months 29 days |
Vested and expected to vest | '4 years | '4 years 4 months 28 days | '4 years 6 months 18 days |
Exercisable | '3 years 7 months 13 days | '3 years 10 months 2 days | '3 years 10 months 13 days |
Aggregate Intrinsic Value (In Thousands) | ' | ' | ' |
Outstanding | $0 | $0 | $3 |
Vested and expected | 0 | 0 | 3 |
Exercisable | $0 | $0 | $2 |
Summary_Of_Stock_Option_Outsta
Summary Of Stock Option Outstanding (Detail) (USD $) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2013 | Dec. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Option outstanding number of shares | 89,609 | 103,759 |
Weighted average remaining contractual Term | '4 years 4 days | '4 years 5 months 5 days |
Options exercisable number of shares | 81,951 | 87,848 |
$4.77 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Exercise Price | 4.77 | 4.77 |
Option outstanding number of shares | 12,265 | 14,446 |
Weighted average remaining contractual Term | '8 years 3 months 26 days | '8 years 5 months 19 days |
Options exercisable number of shares | 5,111 | 3,355 |
$9.54 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Exercise Price | 9.54 | 9.54 |
Option outstanding number of shares | 943 | 943 |
Weighted average remaining contractual Term | '5 years 8 months 1 day | '6 years 5 months 1 day |
Options exercisable number of shares | 943 | 865 |
$15.90 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Exercise Price | 15.9 | 15.9 |
Option outstanding number of shares | 16,582 | 20,328 |
Weighted average remaining contractual Term | '6 years 2 months 9 days | '6 years 7 days |
Options exercisable number of shares | 16,079 | 15,622 |
$23.85 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Exercise Price | 23.85 | 23.85 |
Option outstanding number of shares | 642 | 893 |
Weighted average remaining contractual Term | '5 years 4 months 6 days | '6 years 1 month 21 days |
Options exercisable number of shares | 642 | 857 |
$30.21 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Exercise Price | 30.21 | 30.21 |
Option outstanding number of shares | 29,612 | 32,103 |
Weighted average remaining contractual Term | '7 months 28 days | '1 year 4 months 6 days |
Options exercisable number of shares | 29,612 | 32,103 |
$39.75 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Exercise Price | 39.75 | 39.75 |
Option outstanding number of shares | 24,033 | 29,218 |
Weighted average remaining contractual Term | '4 years 8 months 1 day | '4 years 9 months 22 days |
Options exercisable number of shares | 24,033 | 29,218 |
$54.86 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Exercise Price | 54.86 | 54.86 |
Option outstanding number of shares | 189 | 189 |
Weighted average remaining contractual Term | '1 year 8 months 5 days | '2 years 5 months 5 days |
Options exercisable number of shares | 189 | 189 |
$62.81 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Exercise Price | 62.81 | 62.81 |
Option outstanding number of shares | 1,887 | 2,138 |
Weighted average remaining contractual Term | '2 years 1 month 17 days | '2 years 6 months 29 days |
Options exercisable number of shares | 1,887 | 2,138 |
$238.50 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Exercise Price | 238.5 | 238.5 |
Option outstanding number of shares | 3,456 | 3,501 |
Weighted average remaining contractual Term | '2 years 11 months 23 days | '3 years 8 months 12 days |
Options exercisable number of shares | 3,456 | 3,501 |
Weighted_Average_Assumption_Of
Weighted Average Assumption Of Stock Option Grant Date Fair Value (Detail) (USD $) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Expected term | '6 years 3 months | '6 years 3 months | '6 years 3 months | '6 years 3 months |
Expected volatility | 101.00% | 103.00% | 100.00% | 100.00% |
Risk-free interest rate | 1.85% | 0.96% | 1.01% | 1.27% |
Expected Dividend Yield | 0.00% | 0.00% | 0.00% | 0.00% |
Weighted-average grant date fair value-based measurement per share | $3.97 | $3.97 | $3.97 | $11.13 |
Components_of_Stock_Based_Comp
Components of Stock Based Compensation Expense (Detail) (USD $) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Stock-based compensation expense | $49,000 | $62,000 | $80,000 | $757,000 |
Stock-based compensation expense | 49,000 | 63,000 | 80,000 | 757,000 |
Research and Development Expense | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Stock-based compensation expense | 16,000 | 20,000 | 26,000 | 380,000 |
General and Administrative Expenses | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Stock-based compensation expense | $33,000 | $43,000 | $54,000 | $377,000 |
Components_of_Deferred_Tax_Ass
Components of Deferred Tax Assets (Detail) (USD $) | Dec. 31, 2012 | Dec. 31, 2011 |
In Thousands, unless otherwise specified | ||
Deferred tax assets | ' | ' |
Federal and state net operating loss carryforwards | $62,745 | $57,901 |
Capitalized research and development | 22,490 | 22,541 |
Federal and state tax credit carryforwards | 6,153 | 6,059 |
Other | 1,200 | 1,390 |
Total deferred tax assets | 92,588 | 87,891 |
Valuation allowance | -92,588 | -87,891 |
Net deferred tax assets | ' | ' |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2011 |
Income Tax [Line Items] | ' | ' |
Net Valuation Allownce Change | $4.50 | $2 |
Net Operating Loss carry forward | $156 | ' |
Domestic Tax Authority | Minimum | ' | ' |
Income Tax [Line Items] | ' | ' |
NOL Carry forward expiry date | '2024 | ' |
Domestic Tax Authority | Maximum | ' | ' |
Income Tax [Line Items] | ' | ' |
NOL Carry forward expiry date | '2032 | ' |
State and Local Jurisdiction | Minimum | ' | ' |
Income Tax [Line Items] | ' | ' |
NOL Carry forward expiry date | '2014 | ' |
State and Local Jurisdiction | Maximum | ' | ' |
Income Tax [Line Items] | ' | ' |
NOL Carry forward expiry date | '2032 | ' |
Summary_Of_Gross_Unrecognized_
Summary Of Gross Unrecognized Tax Benefits (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2011 |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | ' | ' |
Balance at beginning of period | $1,711 | $1,543 |
Increases related to 2011 tax positions | 36 | 168 |
Balance end of period | $1,747 | $1,711 |
Related_Party_Transactions_Add
Related Party Transactions - Additional Information (Detail) (USD $) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Related Party Transaction [Line Items] | ' | ' | ' |
Advisory Fee paid to related party | $35,000 | $60,000 | $60,000 |
Subsequent_Events_Additional_I
Subsequent Events - Additional Information (Detail) (USD $) | 9 Months Ended | 12 Months Ended | 1 Months Ended | 1 Months Ended | 2 Months Ended | |||||||||||
Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Jun. 20, 2006 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Nov. 08, 2013 | Oct. 31, 2013 | Oct. 31, 2013 | Nov. 22, 2013 | Oct. 31, 2013 | Oct. 31, 2013 | |
Warrants, Exercise Price of $5.00 Per Share [Member] | Warrants, Exercise Price of $5.75 Per Share [Member] | Facility Loan Agreement | Facility Loan Agreement | Facility Loan Agreement | Facility Loan Agreement | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | |||||
First Tranche | Scenario one, conversion basis | Wall Street Journal Prime Rate [Member] | Lease Agreements | CEO | CSO | Second Private Placement | Second Private Placement | Facility Loan Agreement | ||||||||
Second Tranche | Scenario two | sqft | ||||||||||||||
Second Tranche | ||||||||||||||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gross proceeds from sale of stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $3,000,000 | $30,200,000 | ' |
Facility loan, drawn | 4,853,000 | ' | ' | ' | ' | ' | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | 5,000,000 |
Net proceeds from sale of stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 31,800,000 | ' |
Stock issued for cancellation of debt | 16,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issued warrants to purchase common stock | ' | ' | ' | ' | 121,739 | 1,421,698 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise price | ' | ' | ' | ' | 5 | 5.75 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrant term | ' | ' | ' | ' | '5 years | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair Value of warrant liabilities | 5,310,000 | ' | ' | ' | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum borrowing capacity | ' | ' | ' | 30,000,000 | ' | ' | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Facility loan, fixed interest rate | ' | ' | ' | ' | ' | ' | ' | ' | 8.75% | ' | ' | ' | ' | ' | ' | ' |
Facility loan, interest amortization period | ' | ' | ' | ' | ' | ' | '36 months | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Facility loan, final interest payment | ' | ' | ' | ' | ' | ' | 300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Facility loan, financial covenants | ' | ' | ' | ' | ' | ' | 'Until positive Phase 2b data is achieved, the Company must be in compliance with one of two financial covenants at all times (1) maintain 1.3 times cash to outstanding debt or (2) maintain sufficient cash on hand to support eight months of operations based on a trailing average monthly cash burn. | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Facility loan, fixed interest rate | ' | ' | ' | ' | ' | ' | ' | 8.75% | ' | ' | ' | ' | ' | ' | ' | ' |
Facility loan, prime rate plus | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4.25% | ' | ' | ' | ' | ' | ' |
Facility fee | ' | ' | ' | ' | ' | ' | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants issued | ' | ' | ' | ' | 121,739 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock options granted | ' | 15,094 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 207,724 | 62,430 | ' | ' | ' |
Vesting period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '4 years | '4 years | ' | ' | ' |
Stock options exercisable, per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $5 | $5 | ' | ' | ' |
Stock options exercisable | 81,951 | 87,849 | 100,526 | ' | ' | ' | ' | ' | ' | ' | ' | 51,420 | ' | ' | ' | ' |
Lease start date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1-Jan-14 | ' | ' | ' | ' | ' |
Lease expiration date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 31-Dec-18 | ' | ' | ' | ' | ' |
Area of office space | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8,894 | ' | ' | ' | ' | ' |
Lease obligation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,700,000 | ' | ' | ' | ' | ' |