Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2014 |
Accounting Policies [Abstract] | |
Stockholders' Equity, Policy [Policy Text Block] | Initial Public Offering |
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In February 2014, the Company issued and sold 6,228,725 shares of its common stock, including 603,725 shares of common stock sold pursuant to the underwriters’ exercise of their option to purchase additional shares, in the Company’s initial public offering, at a public offering price of $8.00 per share, for aggregate gross proceeds of $49.8 million. The net offering proceeds to the Company, after deducting underwriting discounts and commissions of approximately $3.5 million and offering expenses of approximately $2.9 million, were approximately $43.4 million. Upon the closing of the initial public offering, all of the then-outstanding shares of the Company’s redeemable convertible preferred stock automatically converted into 13,188,251 shares of common stock. |
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In connection with the initial public offering, the Company paid a former lender a $200,000 under a Loan and Security Agreement entered into with two lending institutions in April 2007. The Loan and Security Agreement terminated in April 2010, and the Company repaid all amounts owing under the Loan and Security Agreement. In connection with the Loan and Security Agreement, the Company was required to pay a success fee of $200,000 upon consummation of a liquidity event, including an initial public offering. Accordingly, the Company paid this fee in March 2014. The Company recorded this fee in Other expense on the Condensed Consolidated Statements of Operations during the year ended December 31, 2014. |
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There can be no assurance that the Company will be able to obtain additional debt or equity financing or generate revenues from collaborative partners, on terms acceptable to the Company, on a timely basis or at all. The failure of the Company to obtain sufficient funds on acceptable terms when needed could have a material adverse effect on the Company’s business, results of operations and financial condition. The Company expects to continue to incur losses and require additional financial resources to advance its products to either commercial stage or liquidity events. |
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Capitalization |
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In connection with the Company’s initial public offering in February 2014, the Company effected a one–for-six reverse split of its common stock. All references to shares of common stock outstanding, average number of shares outstanding and per share amounts in these consolidated financial statements and notes to consolidated financial statements have been restated to reflect the reverse split on a retroactive basis. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates |
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The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation |
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The accompanying consolidated financial statements include the accounts and results of operations of the Company and DC Bio, formerly Merix Canada Corp., an unlimited liability corporation incorporated in the Province of Nova Scotia. Prior to October 26, 2012, the Company consolidated DC Bio under ASC 810-10-50, Consolidation of Variable Interest Entities (“VIE”), as DC Bio met the requirements of a VIE. As of December 31, 2012, the Company owned 100% of DC Bio through the repurchase of the noncontrolling interests of DC Bio. All intercompany balances and transactions have been eliminated in consolidation. |
Earnings Per Share, Policy [Policy Text Block] | Net Loss per Share |
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Basic net loss per share is calculated by dividing net loss attributable to common stockholders by the weighted average shares outstanding during the period, without consideration of common stock equivalents. Diluted net loss per share is calculated by adjusting weighted average shares outstanding for the dilutive effect of common stock equivalents outstanding for the period, determined using the treasury-stock method. For purposes of the diluted net loss per share calculation, preferred stock, stock options and warrants are considered to be common stock equivalents but are excluded from the calculation of diluted net loss per share because their effect would be anti-dilutive and, therefore, basic and diluted net loss per share were the same for all periods presented. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents |
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The Company considers all highly liquid investments with an original maturity of three months or less as of the date of purchase to be cash equivalents. Cash deposits are all in financial institutions in the United States of America or Canada. The Company maintains cash in accounts which are in excess of federally insured limits. As of December 31, 2013 and December 31, 2014, $33,047,970 and $36,973,590, respectively, in cash and cash equivalents was uninsured. |
Marketable Securities, Policy [Policy Text Block] | Short-Term Investments |
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All investments with original maturities less than one year from the balance sheet date are considered short-term investments. All short-term investments are classified as available-for-sale and therefore carried at fair value. Generally, the fair value of short-term investments approximates amortized cost. The Company primarily invests in high-quality marketable debt securities issued by high quality financial and industrial companies. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Credit Risk |
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Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and short-term investments. Total cash and cash equivalent balances have exceeded insured balances by the Federal Depository Insurance Company (“FDIC”). |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment |
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Property and equipment are recorded at cost and depreciated over their estimated useful lives using the straight-line method. Property and equipment held under capital leases and leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the related asset. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is credited or charged to income. Repairs and maintenance costs are expensed as incurred. |
Impairment or Disposal of Long-Lived Assets, Including Intangible Assets, Policy [Policy Text Block] | Impairment of Long-Lived Assets |
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The Company periodically assesses the impairment of long lived assets in accordance with ASC Topic 360, Property Plant and Equipment. When indicators of impairment are present, the Company evaluates the carrying value of these assets in relation to the operating performance of the business and future undiscounted cash flows expected to result from the use of these assets. No such impairments have been recognized during the years ended December 31, 2012, 2013 or 2014. |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition |
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The Company recognizes revenue in accordance with the FASB Accounting Standards Codification 605, Revenue Recognition, or ASC 605. The Company recognizes revenue when the following criteria are met: persuasive evidence of an arrangement exists, services have been rendered, the price is fixed or determinable, and collectability is reasonably assured. |
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The Company has entered into license agreements with collaborators. The terms of these agreements have included nonrefundable signing and licensing fees, as well as milestone payments and royalties on any future product sales developed by the collaborators under such licenses. The Company assesses these multiple elements in accordance with ASC 605, to determine whether particular components of the arrangement represent separate units of accounting. |
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These collaboration agreements will be accounted for in accordance with Accounting Standards Update, or ASU, No. 2009-13, Topic 605 – Multiple-Deliverable Revenue Arrangements, or ASU 2009-13. This guidance requires the application of the “relative selling price” method when allocating revenue in a multiple deliverable arrangement. The selling price for each deliverable shall be determined using vendor specific objective evidence of selling price, if it exists; otherwise, third-party evidence of selling price shall be used. If neither exists for a deliverable, the vendor shall use its best estimate of the selling price for that deliverable. The Company recognizes upfront license payments as revenue upon delivery of the license only if the license has standalone value and the fair value of the undelivered performance obligations can be determined. If the fair value of the undelivered performance obligations can be determined, such obligations are accounted for separately as the obligations are fulfilled. If the license is considered to either not have stand-alone value or have stand-alone value but the fair value of any of the undelivered performance obligations cannot be determined, the arrangement is accounted for as a single unit of accounting and the license payments and payments for performance obligations are recognized as revenue over the estimated period of when the performance obligations are performed. |
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When the Company determines that an arrangement should be accounted for as a single unit of accounting, the Company must determine the period over which the performance obligations will be performed and revenue will be recognized, to the extent this is determinable. If the timing and the level of effort to complete performance obligations under the arrangement is not estimable, then the Company recognizes revenue under the arrangement on a straight-line basis over the period that the Company expects to complete such performance obligations. |
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The Company’s license agreements with Pharmstandard International S.A. (“Pharmstandard”), Medinet Co., Ltd. (“Medinet”) and Green Cross Corp. (“Green Cross”) contain, and other agreements it enters into may also contain, milestone payments. Revenues from milestones, if they are non-refundable and considered substantive, are recognized upon successful accomplishment of the milestones. If not considered substantive, milestones are initially deferred and recognized over the remaining performance obligation. |
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The Company’s current license agreements with Pharmstandard, Medinet and Green Cross and any future license agreements the Company may enter into may provide for royalty payments. Royalty revenue is recognized upon the sale of the related products, provided there are no remaining performance obligations under the arrangement. To date, the Company has not received any royalty payments. |
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The Company conducted AGS-004 a phase 2b clinical trial of AGS-004 that was funded entirely by the National Institutes of Health (“NIH”) and National Institute of Allergy and Infectious Diseases (“NIAID”). Under the NIH and NIAID agreement, as amended, the Company is entitled to receive reimbursement of its direct expenses and allocated overhead and general and administrative expenses of up to $38.4 million and payment of other specified amounts totaling up to $1.4 million upon its achievement of specified development milestones. These reimbursable expenses and allocated overhead are directly related to the development of novel HIV immunotherapy candidates and are recognized as revenue based on the reimbursable expenses that have accrued in accordance with the contractual terms in the arrangement. The Company recognizes revenues from the achievement of milestones under the NIH contract upon the accomplishment of any such milestone. |
Income Tax, Policy [Policy Text Block] | Income Taxes |
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The Company provides for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities, and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Valuation allowances are provided if, based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. |
Segment Reporting, Policy [Policy Text Block] | Segment and Geographic Information |
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Operating segments are defined as components of an enterprise engaging in business activities from which it may earn revenues and incur expenses, for which discrete financial information is available and whose operating results are regularly reviewed by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company views its operations and manages its business in one operating segment and all of the Company operations are in North America. |
Research and Development Expense, Policy [Policy Text Block] | Research and Development |
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Research and development costs include all direct costs related to the development of the Company’s technology, including salaries and related benefits of research and development (“R&D”) personnel, depreciation of laboratory equipment, fees paid to consultants and contract research organizations, stock-based compensation for R&D personnel, sponsored research payments and license fees. R&D costs are expensed as incurred. |
Stockholders' Equity Note, Redeemable Preferred Stock, Issue, Policy [Policy Text Block] | Redeemable Convertible Preferred Stock |
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The carrying value of redeemable convertible preferred stock is increased by periodic accretions so that the carrying amount will equal the redemption amount as of the redemption date. These increases were recorded through charges against additional paid-in capital, to the extent it was available, or the accumulated deficit. |
Warrant Liability Policy [Policy Text Block] | Warrant Liability |
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Warrants to purchase the Company’s convertible preferred stock were classified as liabilities and recorded at their estimated fair value. In each reporting period, any change in fair value of the freestanding warrants are recorded as expense in the case of an increase in fair value and income in the case of a decrease in fair value. |
Trade and Other Accounts Receivable, Policy [Policy Text Block] | Other Receivables |
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The Company has recorded other receivables of $424,501 and $129,019 as of December 31, 2013 and 2014. These receivables are primarily related to amounts due under the NIH contract as of such dates. The Company assesses the recoverability of other receivables as of each balance sheet date. |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock-Based Compensation |
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The Company estimates the grant date fair value of its share-based awards and amortizes this fair value to compensation expense over the requisite service period or vesting term (see Note 12). |
Investment Tax Credits [Policy Text Block] | Investment Tax Credits |
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Other income of $694,331, $0 and $140,556 was recognized during the years ended December 31, 2012, 2013 and 2014, respectively, for scientific research and experimental development (“SR&ED”) investment tax credits in Canada. Under Canadian and Ontario law, the Company’s Canadian subsidiary is entitled to SR&ED. Because these credits are subject to a claims review, the Company recognizes such credits when received. |
Comprehensive Income, Policy [Policy Text Block] | Comprehensive Income (Loss) |
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ASC 220, Comprehensive Income, establishes standards for reporting and display of comprehensive income and its components in a full set of financial statements. The Company’s other comprehensive income (loss) is related to foreign currency translation adjustments and unrealized gain (loss) on short-term investments. |
Foreign Currency Transactions and Translations Policy [Policy Text Block] | Foreign Currency Translation |
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Gains and losses from foreign currency transactions are reflected in income currently. |
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The Company has identified the functional currency of its subsidiaries with foreign operations as the applicable local currency. The translation from the applicable local currency to United States dollars is performed using the exchange rate in effect as of the balance sheet date. Revenue and expense accounts are translated using the average exchange rate experienced during the period. Adjustments resulting from the translation of the Company’s subsidiaries’ financial statements from its functional currency to the United States dollar are not included in determining net loss, but are reported as accumulated other comprehensive gain (loss), a separate component of stockholders’ (deficit) equity. |
Derivatives, Policy [Policy Text Block] | Derivatives |
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The Company issued a put option to exchange certain shareholders’ stock in DC Bio for stock in the Company (see Note 5). Derivatives are recorded in the balance sheet at fair value as of each balance sheet date utilizing pricing models for nonexchange traded contracts (see Note 9). The Company does not use derivative financial instruments for speculative purposes. As of December 31, 2013 and 2014, there were no derivatives outstanding. |
Interest Expense, Policy [Policy Text Block] | Interest Expense |
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During the year ended December 31, 2014, interest expense primarily resulted from accrued interest on our note payable to Medinet, which was issued in December 2013, and interest from a venture loan and security agreement entered into in September 2014 with two financial institutions (see Note 8). |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Issued Accounting Pronouncements |
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In June 2014, the Financial Accounting Standards Board (“FASB”) issued a new accounting standard update pertaining to disclosures for development stage entities. The new guidance eliminates the distinction of a development stage entity and certain related disclosure requirements, including the elimination of inception-to-date information on the statements of operations, cash flows and stockholders’ equity. The new standard is effective prospectively for annual reporting beginning after December 15, 2014, and interim periods within those annual periods, but early adoption is permitted. The Company adopted this new accounting standard during the three months ended June 30, 2014. |
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In May 2014, the FASB issued a new accounting standard update pertaining to accounting for revenue from contracts with customers. The new guidance clarifies the principles for recognizing revenue and develops a common revenue standard for U.S. GAAP. The standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes the most current revenue recognition guidance. This guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2016, which is effective for the Company for the year ending December 31, 2017. The Company is currently evaluating the impact that the implementation of this standard will have on the Company’s consolidated financial statements. |
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In August 2014, the FASB issued a new standard update that specifies the responsibility that an entity’s management has to evaluate whether there is substantial doubt about the entity’s ability to continue as a going concern. The standard is effective for interim and annual periods beginning after December 15, 2016, and is not expected to have an effect on the Company’s financial statements. |
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In July 2013, the FASB issued a new accounting standard update on the financial statement presentation of unrecognized tax benefits. The new guidance provides that a liability related to an unrecognized tax benefit would be presented as a reduction of a deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit carryforward if such settlement is required or expected in the event the uncertain tax position is disallowed. The new guidance became effective for the Company on January 1, 2014 and it was applied prospectively to unrecognized tax benefits that existed as of the effective date with retrospective application permitted. This updated standard did not have a material impact on the Company’s condensed consolidated financial statements. |