Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 01, 2016 | Jun. 30, 2015 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | CBIO | ||
Entity Registrant Name | CATALYST BIOSCIENCES, INC. | ||
Entity Central Index Key | 1,124,105 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 11,430,104 | ||
Entity Public Float | $ 63,198,734 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 29,096 | $ 1,544 |
Short-term investments | 3,402 | |
Restricted cash | 33,794 | 50 |
Deposits | 133 | 278 |
Accounts receivable | 492 | 95 |
Prepaid and other current assets | 1,781 | 103 |
Total current assets | 68,698 | 2,070 |
Restricted cash, noncurrent | 125 | |
Property and equipment, net | 698 | 911 |
Total assets | 69,521 | 2,981 |
Current liabilities: | ||
Accounts payable | 939 | 249 |
Accrued compensation | 926 | 281 |
Other accrued liabilities | 535 | 30 |
Deferred revenue, current portion | 438 | 1,750 |
Deferred rent, current portion | 19 | 26 |
Redeemable convertible notes | 33,743 | |
Derivative liability | 1,156 | |
Total current liabilities | 37,756 | 2,336 |
Deferred revenue, noncurrent portion | 292 | 729 |
Deferred rent, noncurrent portion | 48 | |
Warrant liability | 391 | |
Total liabilities | $ 38,096 | $ 3,456 |
Commitments and contingencies | ||
Convertible preferred stock: | ||
Convertible preferred stock | $ 108,877 | |
Stockholders' equity (deficit): | ||
Preferred stock | ||
Common stock, $0.001 par value, 105,000,000 shares and 110,000,000 shares authorized as of December 31, 2015 and 2014, respectively; 11,430,085 and 370,944 shares issued and outstanding as of December 31, 2015 and 2014, respectively. | $ 11 | |
Additional paid-in capital | 162,450 | $ 6,923 |
Accumulated other comprehensive income | 1 | |
Accumulated deficit | (131,037) | (116,275) |
Total stockholders' equity (deficit) | 31,425 | (109,352) |
Total liabilities, convertible preferred stock and stockholders' equity (deficit) | $ 69,521 | $ 2,981 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Convertible preferred stock, par value | $ 0.001 | $ 0.001 |
Convertible preferred stock, shares authorized | 0 | 88,469,871 |
Convertible preferred stock, shares issued | 0 | 87,405,011 |
Convertible preferred stock, shares outstanding | 0 | 87,405,011 |
Convertible preferred stock, aggregate liquidation preference | $ 0 | $ 118,678 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 0 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 105,000,000 | 110,000,000 |
Common stock, shares issued | 11,430,085 | 370,944 |
Common stock, shares outstanding | 11,430,085 | 370,944 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Contract revenue | $ 1,750 | $ 1,813 | $ 523 |
Operating expenses: | |||
Research and development | 5,958 | 5,267 | 6,557 |
General and administrative | 9,594 | 4,055 | 4,086 |
Total operating expenses | 15,552 | 9,322 | 10,643 |
Loss from operations | (13,802) | (7,509) | (10,120) |
Interest and other income | 518 | 896 | 154 |
Interest expense | (1,478) | ||
Net loss | $ (14,762) | $ (6,613) | $ (9,966) |
Net loss per common share, basic and diluted | $ (3.33) | $ (17.99) | $ (27.29) |
Shares used to compute net loss per common share, basic and diluted | 4,429,093 | 367,586 | 365,214 |
Consolidated Statement of Compr
Consolidated Statement of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Net loss | $ (14,762) | $ (6,613) | $ (9,966) |
Other comprehensive income (loss): | |||
Unrealized gain on available-for-sale securities, net of tax | 1 | ||
Total comprehensive loss | $ (14,761) | $ (6,613) | $ (9,966) |
Consolidated Statements of Conv
Consolidated Statements of Convertible Preferred Stock and Stockholders Equity (Deficit) - USD ($) $ in Thousands | Total | Series CC Convertible Preferred Stock | Series D Convertible Preferred Stock | Series E Convertible Preferred Stock | Redeemable Convertible Preferred Stock | Convertible Preferred Stock Amount | Convertible Preferred Stock AmountSeries CC Convertible Preferred Stock | Convertible Preferred Stock AmountSeries D Convertible Preferred Stock | Convertible Preferred Stock AmountSeries E Convertible Preferred Stock | Convertible Preferred Stock AmountSeries F Convertible Preferred Stock | Common Stock Amount | Common Stock AmountRedeemable Convertible Preferred Stock | Additional Paid-In Capital | Additional Paid-In CapitalRedeemable Convertible Preferred Stock | Accumulated Other Comprehensive Income | Accumulated Deficit |
Balance (in shares) at Dec. 31, 2012 | 365,214 | |||||||||||||||
Balance at Dec. 31, 2012 | $ (93,340) | $ 6,356 | $ (99,696) | |||||||||||||
Balance at Dec. 31, 2012 | $ 98,899 | |||||||||||||||
Balance (in shares) at Dec. 31, 2012 | 78,932,729 | |||||||||||||||
Stock based compensation expense associated with vesting of stock awards | 298 | 298 | ||||||||||||||
Issuance of stock, value | $ 4,961 | $ 781 | ||||||||||||||
Issuance of stock, shares | 3,907,512 | 629,630 | ||||||||||||||
Net loss | (9,966) | (9,966) | ||||||||||||||
Balance (in shares) at Dec. 31, 2013 | 365,214 | |||||||||||||||
Balance at Dec. 31, 2013 | (103,008) | 6,654 | (109,662) | |||||||||||||
Balance at Dec. 31, 2013 | $ 104,641 | |||||||||||||||
Balance (in shares) at Dec. 31, 2013 | 83,469,871 | |||||||||||||||
Stock based compensation expense associated with vesting of stock awards | 244 | 244 | ||||||||||||||
Stock options exercised for cash, value | $ 25 | 25 | ||||||||||||||
Stock options exercised for cash, shares | 5,730 | 5,730 | ||||||||||||||
Issuance of stock, value | $ 4,236 | |||||||||||||||
Issuance of stock, shares | 3,935,140 | |||||||||||||||
Net loss | $ (6,613) | (6,613) | ||||||||||||||
Balance (in shares) at Dec. 31, 2014 | 370,944 | |||||||||||||||
Balance at Dec. 31, 2014 | (109,352) | 6,923 | (116,275) | |||||||||||||
Balance at Dec. 31, 2014 | $ 108,877 | $ 108,877 | ||||||||||||||
Balance (in shares) at Dec. 31, 2014 | 87,405,011 | 46,429,980 | 629,630 | 3,935,140 | 87,405,011 | |||||||||||
Stock based compensation expense associated with vesting of stock awards | $ 326 | 326 | ||||||||||||||
Stock options exercised for cash, value | $ 13 | 13 | ||||||||||||||
Stock options exercised for cash, shares | 3,820 | 3,820 | ||||||||||||||
Issuance of stock, value | $ 7,259 | |||||||||||||||
Issuance of stock, shares | 5,788,522 | |||||||||||||||
Conversion of convertible securities, value | $ 117,647 | $ 241 | $ (117,647) | $ 1,511 | $ 6 | 117,641 | $ 241 | |||||||||
Conversion of convertible securities, shares | (94,705,256) | 1,511,723 | 6,148,161 | 25,787 | ||||||||||||
Conversion of convertible securities, shares | (94,705,256) | 1,511,723 | 6,148,161 | 25,787 | ||||||||||||
Conversion of preferred stock warrants to common stock warrants in connection with merger | 774 | 774 | ||||||||||||||
Issuance of common stock in connection with reverse merger, value | 36,537 | $ 5 | 36,532 | |||||||||||||
Issuance of common stock in connection with reverse merger, shares | 4,881,373 | |||||||||||||||
Unrealized gain on available-for-sale securities, net of tax | 1 | $ 1 | ||||||||||||||
Net loss | (14,762) | (14,762) | ||||||||||||||
Balance (in shares) at Dec. 31, 2015 | 11,430,085 | |||||||||||||||
Balance at Dec. 31, 2015 | $ 31,425 | $ 11 | $ 162,450 | $ 1 | $ (131,037) | |||||||||||
Balance (in shares) at Dec. 31, 2015 | 0 |
Consolidated Statements of Con7
Consolidated Statements of Convertible Preferred Stock and Stockholders Equity (Deficit) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Net of issuance costs | $ 96 | $ 28 | |
Series CC Convertible Preferred Stock | |||
Net of issuance costs | $ 4 | ||
Series D Convertible Preferred Stock | |||
Net of issuance costs | $ 19 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Operating Activities | |||
Net loss | $ (14,762) | $ (6,613) | $ (9,966) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Stock-based compensation expense | 326 | 244 | 298 |
Depreciation and amortization | 470 | 680 | 974 |
Non-cash interest expense on convertible notes | 1,478 | ||
Loss on disposal of fixed assets | 15 | 78 | |
Impairment of patent assets | 53 | ||
Gain on extinguishment of redeemable convertible notes | (52) | ||
Change in fair value of warrant liability | (91) | (354) | |
Change in fair value of derivative liability | (242) | ||
Changes in operating assets and liabilities: | |||
Accounts receivable | (79) | 1 | (52) |
Prepaid and other current assets | (1,350) | 99 | 54 |
Accounts payable | (4,273) | (106) | 11 |
Accrued compensation and other accrued liabilities | 1,150 | (2) | (247) |
Deferred rent | 41 | (156) | (138) |
Deferred revenue | (1,749) | (313) | 2,792 |
Net cash flows used in operating activities | (19,118) | (6,389) | (6,274) |
Investing Activities | |||
Proceeds from the reverse merger | 23,931 | ||
Proceeds from maturities of investments | 13,823 | ||
Purchases of property and equipment | (272) | (41) | |
Change in restricted cash | (125) | ||
Proceeds from sale of property and equipment | 98 | ||
Net cash flows provided by (used in) investing activities | 37,357 | 98 | (41) |
Financing Activities | |||
Release of restricted cash due to conversion and redemption of redeemable convertible notes | 3,255 | ||
Payments for the redemption of redeemable convertible notes | (3,020) | ||
Proceeds from issuance of convertible preferred stock, net of issuance costs | 7,259 | 4,982 | 5,742 |
Proceeds from issuance of convertible notes and warrants to related parties | 1,888 | ||
Repurchase of common stock in connection with equity award assumed | (82) | ||
Proceeds from the exercise of common stock options | 13 | 25 | |
Net cash flows provided by financing activities | 9,313 | 5,007 | 5,742 |
Net increase (decrease) in cash and cash equivalents | 27,552 | (1,284) | (573) |
Cash and cash equivalents at beginning of year | 1,544 | 2,828 | 3,401 |
Cash and equivalents at end of year | 29,096 | $ 1,544 | $ 2,828 |
Supplemental Disclosure of Non-Cash Investing and Financing Information: | |||
Conversion of convertible notes to Series F convertible preferred stock | 1,511 | ||
Investment securities received from the reverse merger | 17,223 | ||
Redeemable convertible notes assumed upon reverse merger | 37,073 | ||
Issuance of common stock in connection with conversion of convertible notes | 241 | ||
Derivative liability related to redeemable convertible notes | 1,455 | ||
Conversion of preferred stock warrant liabilities to equity upon reverse merger | |||
Supplemental Disclosure of Non-Cash Investing and Financing Information: | |||
Conversion of stock | 774 | ||
Conversion of preferred stock to equity upon reverse merger | |||
Supplemental Disclosure of Non-Cash Investing and Financing Information: | |||
Conversion of stock | $ 117,647 |
Nature of Operations
Nature of Operations | 12 Months Ended |
Dec. 31, 2015 | |
Nature of Operations | 1. Nature of Operations Catalyst Biosciences, Inc. (the “Company” or “Catalyst”), is a clinical-stage biotechnology company focused on engineering proteases as therapeutics for hemophilia, hemeostasis, complement-mediated diseases, and other unmet medical needs. Its facilities are located in South San Francisco, California and it operates in one segment. The Company’s current customers, engaged principally through collaborations are other pharmaceutical and biotechnology companies, who are also engaged in developing and commercializing therapies for patients in the areas of hemophilia and complement-mediated diseases. Reverse Merger Prior to August 20, 2015, the name of the Company was Targacept. On August 20, 2015, Targacept completed its business combination with Old Catalyst” in accordance with the terms of an Agreement and Plan of Merger, dated as of March 5, 2015, as amended on May 6 and May 13, 2015 (the “Merger Agreement”), by and among Targacept, Talos Merger Sub, Inc. (“Merger Sub”) and Old Catalyst, pursuant to which Merger Sub merged with and into Old Catalyst, with Old Catalyst surviving as a wholly-owned subsidiary of Targacept (the “Merger”). Also on August 20, 2015, in connection with, and prior to the completion of, the Merger, Targacept effected a 7-for-1 reverse stock split of its common stock (the “Reverse Stock Split”) and changed its name from Targacept, Inc. to Catalyst Biosciences, Inc. Following the completion of the merger, the business conducted by the Company became primarily the business conducted by Old Catalyst described in the paragraph above. These consolidated financial statements reflect the historical results of Old Catalyst prior to the completion of the merger, and do not include the historical results of Targacept prior to the completion of the merger. All 2015, 2014 and 2013 share and per share disclosures have been adjusted to reflect the exchange of shares in the merger, and the 7-for-1 reverse stock split of the common stock on August 20, 2015. Under U.S. generally accepted accounting principles (“GAAP”), the merger is treated as a “reverse merger” under the purchase method of accounting. For accounting purposes, Old Catalyst is considered to have acquired Targacept. See Note 7 - Reverse Merger Liquidity We had an accumulated deficit of $131.0 million as of December 31, 2015 and expect to continue to incur losses for the next several years. As of December 31, 2015, we had $32.5 million in cash, cash equivalents and short-term investments. Management believes that the currently available resources will provide sufficient funds to enable us to meet its operating plan for at least the next fifteen months. However, if we anticipated operating results are not achieved in future periods, management believes that planned expenditures may need to be reduced in order to extend the time period over which the then-available resources would be able to fund our operations. On November 30, 2015, we entered into a Letter of Agreement (LoA) with a third-party manufacturer concerning the development and manufacturing of our human Factor VIIa. The LoA has a scope of work associated with initial key activities of the overall project and commits us to $1.5 million in payments, including prepayment of $1.1 million. For the year ended December 31, 2015, we recognized $0.1 million of the $1.1 million prepaid amount related to the Letter of Agreement in research and development expense. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. The Company’s consolidated financial statements have been prepared in accordance with GAAP. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. On an ongoing basis, management evaluates its estimates, including those related to revenue recognition, convertible notes and related warrants up to the date of conversion, common stock and stock-based compensation. The Company bases its estimates on various assumptions that the Company believes to be reasonable under the circumstances. Actual results could differ from those estimates. Cash and Cash Equivalents The Company invests its excess cash in bank deposits, consisting primarily of money market mutual funds. The Company considers all highly liquid investments with original maturities of three months or less from the date of purchase to be cash equivalents. Restricted Cash Restricted cash consists primarily of certain checking, money market and certificate of deposit accounts that are: (i) pledged to or held in a segregated escrow account by the Company’s correspondent banks for the benefit of the holders of the redeemable convertible notes in order to facilitate the payment of the redeemable convertible notes upon redemption or at maturity as discussed in Note 3 - Fair Value Measurements Fair Value of Financial Instruments The Company applies fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. Fair value is defined as the exchange price that would be received for an asset or an exit price that would be paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy requires that an entity maximize the use of observable inputs when estimating fair value. The fair value hierarchy includes the following three-level classification which is based on the market observability of the inputs used for estimating the fair value of the assets or liabilities being measured: Level 1 Level 2 Level 3 Fair value accounting is applied for all financial assets and liabilities and non-financial assets and liabilities that are recognized at fair value in the financial statements on a recurring basis (at least annually). Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets, which are three years for computer equipment and software, and three to seven years for laboratory and office equipment, furniture and leasehold improvements. Intangible Assets Intangible assets are amortized over their useful lives in a manner that best reflects their economic benefit. Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. We do not have any indefinite-lived intangible assets. Intangible assets represent patent rights purchased in 2009 in the amount of $0.1 million that were being amortized over their estimated useful life of 20 years, or life of the patent whichever is shorter, using the straight-line method. Annual amortization was $0 and $883 for 2015 and 2014, respectively. The Company abandoned this patent in 2014. No further amortization is necessary. The total amount amortized through 2014 was $0.02 million and the remaining $0.05 million was written off to amortization expense during 2014 in the accompanying statements of operations. Investments All investments have been classified as “available-for-sale” and are carried at estimated fair value as determined based upon quoted market prices or pricing models for similar securities. Management determines the appropriate classification of its investments at the time of purchase and reevaluates such designation as of each balance sheet date. Unrealized gains and losses are excluded from earnings and are reported as a component of comprehensive loss. Realized gains and losses and declines in fair value determined to be other-than-temporary, if any, on available-for-sale securities are included in interest and other income. The cost of securities sold is based on the specific-identification method. Interest on short-term investments is included in interest and other income. Fair Value of Financial Instruments Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. The Company’s investment policy restricts cash investments to high credit quality, investment grade investments. The Company believes that it has established guidelines for investment of its excess cash that maintain safety and liquidity through its policies on diversification and investment maturity. The Company is exposed to credit risk in the event of default by the institutions holding the cash and cash equivalents to the extent of the amounts recorded on the balance sheets. Derivative Liability The embedded redemption feature in the redeemable convertible notes, which are convertible into shares of the Company’s common stock, is accounted for as a derivative liability at its estimated fair value. The derivative is subject to remeasurement at the end of each reporting period, with changes in fair value recognized as a component of interest and other income, in the consolidated statements of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the conversion, redemption or maturity of the redeemable convertible notes. Revenue Recognition The Company enters into collaboration arrangements that may include the receipt of payments for up-front license fees, success-based milestone payments, full time equivalent based payments for research services, and royalties on any future sales of commercialized products that result from the collaborations. Revenue is recognized when the four basic criteria for revenue recognition are met: (1) persuasive evidence of an arrangement exists; (2) transfer of technology has been completed or services have been rendered; (3) the fee is fixed or determinable; and (4) collectability is reasonably assured. Revenue recognition for multiple element revenue arrangements will have deliverables associated with the arrangement divided into separate units of accounting provided that (i) a delivered item has value to the customer on a standalone basis and (ii) if the arrangement includes a general right of return relative to the delivered item, delivery or performance of the undelivered item is considered probable and substantially in the control of the vendor. As a biotechnology company with unique and specialized technological undelivered performance obligations associated with its collaborations, the Company’s multiple element arrangements most often involve deliverables and consideration that do not meet the criteria for having stand-alone value. Deliverables and performance obligations are accounted for under a single unit of accounting when they do not have stand-alone value and the related consideration is recognized as revenue over the estimated period of when the performance obligations are to be performed. The revenue is recognized on a proportional performance basis when the levels of the performance obligations under an arrangement can be reasonably estimated and on a straight-line basis when they cannot. The Company’s collaboration agreements entitle it to additional payments upon the achievement of performance-based milestones related to product development, regulatory actions and commercial events in certain geographic areas. Milestones that are not deemed probable or that are tied to counter-party performance are not included in the Company’s revenue until the performance conditions are met. If a collaborative agreement milestone is deemed to be substantive, as defined in the accounting rules, the Company is permitted to recognize revenue related to the milestone payment in its entirety. In the event milestones are deemed non-substantive, the Company recognizes, and defers if applicable, payments for the achievement of such non-substantive milestones over the estimated period of performance applicable to each collaborative agreement using the proportional performance method or on a straight-line basis, as appropriate. Amounts received under a collaborative agreement prior to satisfying revenue recognition criteria are recorded as deferred revenue in the accompanying consolidated balance sheets. Deferred revenue is recorded on the Company’s consolidated balance sheet as short-term or long-term based on its best estimate as to when such revenue will be recognized. Short-term deferred revenue consists of amounts that the Company expects to recognize as revenue in the next 12 months. Amounts that the Company expects will not be recognized prior to the next 12 months are classified as long-term deferred revenue. The Company’s performance obligations under its collaboration arrangements also consist of participation on steering committees and the performance of other research and development and business development services. The timing for satisfying these performance obligations can be difficult to estimate and can be subject to change over the course of these agreements. A change in the estimated timing for satisfying the Company’s performance obligations could change the timing and amount of revenue that the Company recognizes and records in future periods. Research and Development Expenses Research and development costs are expensed as incurred. Research and development costs consist of payroll and other personnel-related expenses, laboratory supplies and reagents, contract research and development services, and consulting costs, as well as allocations of facilities and other overhead costs. Under the Company’s collaboration agreements, certain specific expenditures are reimbursed by third parties. During the years ended December 31, 2015, 2014 and 2013, the Company recorded a reduction to research and development expenses of $0.9 million, $0.4 million, and $0.4 million, respectively related to these reimbursements. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable, resulting from research and development pass through expense reimbursement. The Company’s accounts receivable at December 31, 2015 was $0.5 million, of which $0.4 million was due from Pfizer Inc. (“Pfizer”), and $0.1 million was due was due from our landlord CBRE for tenant improvements reimbursement. The Company has incurred no credit losses to date. The Company does not require collateral from its collaboration partners. Income Taxes Income taxes are computed using the liability method. Deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax basis 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. The Company follows the authoritative guidance on accounting for uncertainty in income taxes. This guidance prescribes a more-likely-than-not threshold for financial statement recognition and measurement of a tax position taken in the Company’s income tax returns. This interpretation also provides guidance on accounting for interest and penalties and associated with tax positions, accounting for income taxes in interim periods and income tax disclosures. The Company’s policy is to include penalties and interest expense related to income taxes as a component of other expense and interest expense, respectively, as necessary. Stock-Based Compensation The Company measures the cost of employee and director services received in exchange for an award of equity instruments based on the fair value of the award on the date of grant and recognizes the related expense over the period during which the employee or director is required to provide service in exchange for the award on a straight-line basis. The Company uses the Black-Scholes option-pricing valuation model to estimate the grant-date fair value of stock-based awards. The determination of fair value for stock-based awards on the date of grant using an option-pricing model requires management to make certain assumptions regarding a number of variables. The Company records stock-based compensation as compensation expense, net of the estimated impact of forfeited awards. The Company applies a forfeiture rate to stock-based compensation expense using historical data to estimate pre-vesting option forfeitures. The Company estimates forfeitures at the time of grant, and revises those estimates in subsequent periods if actual forfeitures differ materially from those original estimates. As such, the Company recognizes stock-based compensation expense only for those stock-based awards that are expected to vest, over their requisite service period, based on the vesting provisions of the individual grants. For nonemployee stock-based awards, the measurement date on which the fair value of the stock-based award is calculated is equal to the earlier of (i) the date at which a commitment for performance by the counterparty to earn the equity instrument is reached or (ii) the date at which the counterparty’s performance is complete. The Company recognizes stock-based compensation expense for the fair value-based measurement of the nonemployee awards using the Black Scholes option-pricing valuation model and the awards are typically subject to periodic re-measurement over the period that services are rendered. Deferred Rent The Company’s facilities lease agreement provides for an escalation of rent payments each year. The Company records rent expense on a straight-line basis over the term of the lease. The difference between the amount of expense recognized and the amount of rent paid is recorded as deferred rent in the accompanying consolidated balance sheets. Net Loss per Share Basic net loss per share is calculated by dividing the net loss by the weighted average number of shares of common stock outstanding during the period, without consideration for common stock equivalents. Diluted net loss per share is the same as basic net loss per share, since the effects of potentially dilutive securities are antidilutive given the net loss of the Company for all periods presented. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Measurements | 3. Fair Value Measurements For a description of the fair value hierarchy and our fair value methodology, see “ Note 2 – Summary of Significant Accounting Policies Liabilities that are measured at fair value consist of the derivative liability and the warrant for convertible preferred stock that utilize Level 3 inputs. There were no transfers in or out of Level 3 during the periods presented. The following tables present the fair value hierarchy for assets and liabilities measured at fair value on a recurring basis as of December 31, 2015 and 2014 ( in thousands December 31, 2015 Level 1 Level 2 Level 3 Total Financial assets: Money market funds $ 28,927 $ — $ — $ 28,927 Restricted cash (money market funds) (1) 33,919 — — 33,919 Municipal bonds — 296 — 296 Corporate notes — 3,106 — 3,106 Total financial assets $ 62,846 $ 3,402 $ — $ 66,248 Financial liabilities: Derivative liability $ — $ — $ 1,156 $ 1,156 Total financial liabilities $ — $ — $ 1,156 $ 1,156 (1) $125,000 of restricted cash serves as collateral for the Company’s corporate credit card and deposit for its facility lease. December 31, 2014 Level 1 Level 2 Level 3 Total Financial assets: Money market funds $ 1,496 $ — $ — $ 1,496 Restricted cash (money market funds) (1) 50 — — 50 Total financial assets $ 1,546 $ — $ — $ 1,546 Financial liabilities: Warrant for convertible preferred stock liability $ — $ — $ 391 $ 391 Total financial liabilities $ — $ — $ 391 $ 391 (1) $50,000 of restricted cash serves as collateral for the Company’s corporate credit card and deposit for its facility lease. The fair value of the liability related to the warrant for convertible preferred stock was measured using the Black-Scholes option-pricing model. Inputs used to determine the estimated fair value of the warrant liability included the estimated fair value of the underlying convertible preferred stock at the valuation measurement date, the remaining contractual term of the warrant, risk-free interest rates, expected dividends and expected volatility of the price of the underlying preferred stock. The following table presents the activity for the liability related to the warrant for convertible preferred stock for the year ended December 31, 2015 and 2014 ( in thousands Warrant Balance as of December 31, 2013 $ — Issuance of preferred stock warrants 745 Change in fair value included in interest and other income (354 ) Balance as of December 31, 2014 $ 391 Issuance of preferred stock warrants 474 Change in fair value included in interest and other income (91 ) Reclassification of warrant liability to equity upon conversion to common stock warrants (774 ) Balance as of December 31, 2015 $ — The fair value of the derivative liability is measured using the Black-Scholes option-pricing valuation model. Inputs used to determine the estimated fair value of the conversion option include the fair value of the underlying common stock at the valuation measurement date, the remaining contractual term of the conversion option, risk-free interest rates, expected dividends and expected volatility of the price of the underlying common stock. In addition, the Company estimated the convertible redeemable note exchange rate based on an analysis of its actual exchange of notes for cash redemption or exchange of notes for conversion to common stock. See Note 9 - Redeemable Convertible Notes The following table presents the activity for the derivative liability for the year ended December 31, 2015 ( in thousands Derivative Balance as of December 31, 2014 $ — Issuance of derivative issued with the redeemable convertible notes 1,455 Change in fair value included in interest and other income (242 ) Gain on extinguishment of redeemable convertible notes (52 ) Conversion of convertible notes to common stock (5 ) Balance as of December 31, 2015 $ 1,156 The estimated reporting date fair value-based measurement of the derivative liability was calculated using the Black-Scholes valuation model, based on the following weighted-average assumptions for the year ended December 31, 2015: Year Ended 2015 Expected term 2.00 years Expected volatility 81.7 % Risk-free interest rate 1.06 % Expected dividend yield 0 % |
Financial Instruments
Financial Instruments | 12 Months Ended |
Dec. 31, 2015 | |
Financial Instruments | 4. Financial Instruments Cash equivalents, restricted cash and short-term and long-term investments, all of which are classified as available-for-sale securities, consisted of the following ( in thousands December 31, 2015 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Money market funds $ 28,927 $ — $ — $ 28,927 Restricted cash (money market funds) 33,919 — — 33,919 Municipal bonds 295 1 — 296 Corporate notes 3,106 1 (1 ) 3,106 Total financial assets $ 66,247 $ 2 $ (1 ) $ 66,248 Classified as: Cash and cash equivalents $ 28,927 Restricted cash (money market funds) 33,919 Short-term investments 3,402 $ 66,248 December 31, 2014 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Money market funds $ 1,496 $ — $ — $ 1,496 Restricted cash (money market funds) 50 — — 50 Total financial assets $ 1,546 $ — $ — $ 1,546 Classified as: Cash and cash equivalents $ 1,496 Restricted cash (money market funds) 50 $ 1,546 As of December 31, 2015, the remaining contractual maturities of available-for-sale securities was less than one year. There have been no significant realized gains or losses on available-for-sale securities for the periods presented. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2015 | |
Property and Equipment | 5. Property and Equipment Property and equipment consisted of the following ( in thousands December 31, 2015 2014 Laboratory and office equipment $ 4,458 $ 5,027 Furniture 321 311 Leasehold improvements 1,591 1,515 Computer equipment 21 285 Software 8 422 6,399 7,560 Less accumulated depreciation and amortization (5,701 ) (6,649 ) Property and equipment, net $ 698 $ 911 Property and equipment depreciation and amortization expense for the years ended December 31, 2015, 2014 and 2013 was $0.5 million, $0.7 million, and $1.0 million, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies | 6. Commitments and Contingencies Operating Leases On February 23, 2015, the Company entered into a new sub-lease, as sub-lessee, for the portion of the space it occupied in its headquarters building. The initial term of the sub-lease was set to expire on August 31, 2015. On June 8, 2015 the Company exercised its right to extend the sub-lease term through February 27, 2018. On March 1, 2015, the Company obtained a letter of credit in the amount of $0.05 million, fully secured by cash held in the Company’s bank account, to satisfy the amount of the security deposit. In September 2015, the Company increased a letter of credit to $0.13 million, fully secured by cash held in the Company’s bank account, to satisfy the amount of the security deposit. The Company’s rental expense under its operating leases was $0.7 million, $1.0 million and $1.0 million for the years ended December 31, 2015, 2014 and 2013, respectively. Future minimum lease payments under all non-cancelable operating leases at December 31, 2015, were as follows ( in thousands Year ending December 31, 2016 $ 723 2017 745 2018 125 Total future minimum lease payments $ 1,593 License Agreement Obligations Under its technology license agreements to acquire certain technology rights, the Company has an obligation to pay minimum fees and then royalties based upon a percentage of any net sales of licensed products. License fees payable under the technology license agreements are $0.1 million in 2013 and each year thereafter until royalties commence. The technology license agreements also provide for future payments to be made by the Company upon the achievement of development milestones or cumulative sales milestones. Pursuant to the license and collaboration agreement with ISU Abxis (see Note 13 - Collaborations |
Reverse Merger
Reverse Merger | 12 Months Ended |
Dec. 31, 2015 | |
Reverse Merger | 7. Reverse Merger Old Catalyst completed the Merger with Targacept as discussed in Note 1. Based on the terms of the Merger, Old Catalyst was deemed the acquiring company for accounting purposes, and the transaction has been accounted for as a reverse acquisition under the asset acquisition method of accounting in accordance with U.S. GAAP. Accordingly, the assets and liabilities of Targacept have been recorded as of the Merger closing date at estimated fair value. Immediately prior to and in connection with the Merger, each share of Old Catalyst preferred stock outstanding was converted into shares of Old Catalyst common stock at ratios determined in accordance with the Old Catalyst certificate of incorporation then in effect. Under the terms of the Merger Agreement, at the effective time of the Merger, the Company issued shares of its common stock to Old Catalyst stockholders, at an exchange rate of 0.0382 shares of common stock, after taking into account the Reverse Stock Split, in exchange for each share of Old Catalyst common stock outstanding immediately prior to the Merger. The exchange rate was calculated by a formula that was determined through arms-length negotiations between Targacept and Old Catalyst. The Company assumed all of the outstanding options, whether or not vested, under the Catalyst 2004 Stock Plan, as amended (the “Catalyst Plan”), all of the standalone options of Old Catalyst that were not issued under the Catalyst Plan, and the warrants of Old Catalyst, whether or not vested, outstanding immediately prior to the Merger, with such options and warrants henceforth representing the right to purchase a number of shares of the Company’s common stock equal to 0.0382 multiplied by the number of shares of Old Catalyst common stock previously represented by such options and warrants. For accounting purposes, the Company is also deemed to have assumed the Targacept 2015 Stock Incentive Plan, the Targacept 2006 Stock Incentive Plan and the Targacept 2000 Equity Incentive Plan, as well as a standalone inducement stock option to Targacept’s former chief executive officer upon commencement of his employment with Targacept in December 2012 (together, the “Targacept Plans and Options”). Immediately after the Merger, there were 11,416,984 shares of the Company’s common stock outstanding and, Old Catalyst equity holders beneficially owned approximately 59% of the common stock of the Company. In connection with the reverse merger, we incurred $2.0 million for related transaction costs, included in general and administrative expenses in the accompanying statements of operations. Purchase Consideration The purchase price for Targacept on August 20, 2015, the closing date of the Merger, was as follows ( in thousands Estimated fair value of shares issued $ 34,664 Estimated fair value of awards assumed 1,955 Estimated fair value of redeemable convertible notes 37,073 Estimated total purchase price of net assets acquired, including assumed debt $ 73,692 Allocation of Purchase Consideration Under the acquisition method of accounting, the total purchase price was allocated to tangible and identifiable intangible assets acquired and liabilities assumed of Targacept on the basis of their estimated fair values as of the transaction closing date on August 20, 2015. The following table summarizes the allocation of the purchase consideration to the assets acquired and liabilities assumed based on their fair values as of August 20, 2015 ( in thousands Cash, cash equivalents and short-term investments $ 41,154 Restricted cash 37,000 Accounts receivable 318 Prepaid and other current assets 183 Accounts payable and accrued liabilities (4,963 ) Estimated total purchase price of net assets acquired, including assumed debt $ 73,692 The Company believes that the historical values of Targacept’s current assets and current liabilities approximate their fair values based on the short-term nature of such items. |
Convertible Notes - Related Par
Convertible Notes - Related Parties | 12 Months Ended |
Dec. 31, 2015 | |
Convertible Notes - Related Parties | 9. Redeemable Convertible Notes On August 19, 2015, immediately prior to the merger, the Company issued to Targacept stockholders non-interest bearing redeemable convertible notes (the “Notes”) in the aggregate principal amount of $37.0 million, which is approximately $1.08 per share of the Company’s common stock as of the record date, or $7.56 per share after giving effect to the Reverse Stock Split (the “Pre-Closing Dividend”). The Notes do not bear interest. The principal amount of the Notes are convertible, at the option of each noteholder, into cash or into shares of the Company’s common stock at a conversion rate of $9.19 per share (after taking into account the Reverse Stock Split), and are payable in cash, if not previously redeemed or converted, at maturity on February 19, 2018, the 30-month anniversary of the closing of the issuance of the Notes. In connection with the Pre-Closing Dividend, on August 19, 2015, Targacept entered into an indenture (the “Indenture”) with American Stock Transfer & Trust Company, LLC, as trustee, and an escrow agreement with American Stock Transfer & Trust Company, LLC and Delaware Trust Company, LLC, as escrow agent, under which $37.0 million, which represented the initial principal amount of the convertible notes, was deposited in a segregated escrow account for the benefit of the holders of the notes in order to facilitate the payment of the notes upon redemption or at maturity (the amount of such deposit together with interest accrued and capitalized thereon, the “Escrow Funds”). The Notes are the Company’s secured obligation, and the Indenture does not limit its other indebtedness, secured or unsecured. Holders of the Notes may submit conversion notices, which are irrevocable, instructing the trustee to convert such the Notes into shares of the common stock at a conversion price of $9.19 per share. Following each conversion date, the Company will issue the number of whole shares of common stock issuable upon conversion as promptly as practicable (and in any event within 10 business days). The trustee will in turn release to the Company the respective amount of restricted cash to cover the stock issuance. The conversion to common stock feature of the Notes was determined to be a derivative liability requiring bifurcation and separate accounting. The fair value of such conversion feature at issuance was determined to be $1.5 million. The Company estimated the fair value of the conversion option using the Black-Scholes option-pricing valuation model with the following assumptions: expected term of 2.25 years, risk-free interest rate of 0.84%, expected volatility of 70.0%, anticipated future exchange rate of the Notes and a dividend yield of 0%. The bifurcation of the derivative liability from the estimated fair value of the Notes of $37.1 million at issuance resulted in a debt discount of $1.4 million. The Company elected to accrete the entire debt discount as interest expense immediately subsequent to the merger. In addition, changes in the fair value of the derivative liability will be recorded within interest and other income in the consolidated statement of operations. The Company will remeasure the derivative liability to fair value until the earlier of the conversion, redemption or maturity of the redeemable convertible notes. For the year ended December 31, 2015, the Company recognized interest expense of $1.4 million related to the amortization of the debt discount within interest expense on the Company’s consolidated statement of operations as the redeemable convertible notes are immediately fully redeemable at the option of the holders. As of December 31, 2015, $3.0 million of the Notes were redeemed and $0.3 million of the Notes were converted into common stock. The Company recognized $0.1 million of gain on the extinguishment of Notes upon the redemption of the Notes during the year ended December 31, 2015. |
Related Party Debt | |
Convertible Notes - Related Parties | 8. Convertible Notes – Related Parties In May and June 2015, Old Catalyst issued and sold convertible promissory notes in a series of closings in the aggregate principal amount of $1.9 million to existing stockholders, together with warrants to purchase shares of either the Old Catalyst’s Series E preferred stock or the capital stock issued during the next financing. The convertible promissory notes accrued interest at a rate of 12% per annum and were to mature one year from the date of issuance. In connection with the debt financing, Old Catalyst also issued and sold to each investor purchasing a convertible promissory note a warrant to purchase equity securities of the same type that the principal amount of the convertible promissory note issued to such investor converts into. The warrants were exercisable for up to a number of shares equal to the quotient of: (a) 25% multiplied by the principal amount of the convertible promissory note issued to such investor divided by (b) the stock purchase price equal to: (i) in the case the notes convert in connection with a financing the price per share of the securities paid by investors in such financing or (ii) in the case that the warrant shares are Series E Preferred Stock, $1.2706 per share. The purchase price for each warrant was equal to 0.1% of the principal amount of the corresponding convertible promissory note. The exercise price for the warrant shares is equal to the stock purchase price. The Company recorded the aggregate fair value of the warrants of $0.5 million as a debt discount and convertible preferred stock warrant liability upon issuance of the convertible notes. The debt discount was being accreted as additional interest expense over the term of the convertible promissory notes. The Company estimated the fair value of the warrants using the Black-Scholes option-pricing valuation model with the following assumptions: expected term of five years, risk-free interest rate of 0.11% and 0.18%, expected volatility of 80.0% and a dividend yield of 0%. For the year ended December 31, 2015, the Company recognized interest expense of $0.1 million related to the accrued interest and amortization of the debt discount within interest expense on the Company’s consolidated statement of operations. In conjunction with the second closing of the Series F convertible preferred stock financing discussed in Note 10 - Convertible Preferred Stock and Warrants As the recipients of the convertible promissory notes each have an equity ownership in the Company, the convertible promissory notes are considered to be a related-party transaction. |
Convertible Preferred Stock and
Convertible Preferred Stock and Warrants | 12 Months Ended |
Dec. 31, 2015 | |
Convertible Preferred Stock and Warrants | 10. Convertible Preferred Stock and Warrants In January 2015, Old Catalyst completed a Series F convertible preferred stock offering that generated cash proceeds of $3.3 million, net of $0.1 million of issuance costs. In the offering, Old Catalyst issued 2,623,650 shares of Series F convertible preferred stock at a price of $1.2706 per share. The Series F convertible preferred stock had a conversion rate of 1:10 such that each individual share of Series F convertible preferred stock was convertible into ten shares of common stock. In July 2015, Old Catalyst completed a second closing of a Series F convertible preferred stock financing and issued 3,164,872 shares for cash proceeds of $4.0 million, net of $0.02 million of issuance costs. The following table sets forth the total preferred shares authorized, issued and outstanding, the liquidation value, and the carrying value per Series at December 31, 2014: Shares Authorized Shares Issued and Outstanding Liquidation Preference Per Share Series AA 7,327,166 7,327,166 $ 1.0000 Series BB 23,104,618 23,104,618 $ 1.2706 Series BB-1 5,978,477 5,978,477 $ 1.5054 Series CC 46,429,980 46,429,980 $ 1.2706 Series D 629,630 629,630 $ 6.3530 Series E 5,000,000 3,935,140 $ 2.5412 88,469,871 87,405,011 As discussed in Note 7 - Reverse Merger The rights, privileges, and preferences of the convertible preferred stock were as follows: Voting Each share of convertible preferred stock was entitled to voting rights equivalent to the number of shares of common stock into which each share would have been converted. Each share of common stock was entitled to one vote. Conversion Each share of convertible preferred stock was convertible at the holder’s option at any time into common stock, subject to adjustment for anti-dilution. The conversion price for Series AA convertible preferred stock was $1.00 per share, for Series BB convertible preferred stock was $1.2706 per share, for Series BB-1 convertible preferred stock was $1.3843 per share, and for Series CC, Series D and Series E convertible preferred stock was $1.2706 per share. Conversion would have been automatic upon the closing of an underwritten public offering with an offering price of at least $3.8118 per share and aggregate gross proceeds of at least $40 million, or upon the written consent of holders of at least 66.67% of the then-outstanding convertible preferred stock. Warrants Old Catalyst previously issued (i) warrants to purchase shares of Series A convertible preferred stock in 2005 in connection with a loan, (ii) warrants to purchase shares of Series E convertible preferred stock in 2014 in connection with the issuance of Series E convertible preferred stock, and (iii) warrants to purchase shares of Series F convertible preferred stock in 2015 in connection with the issuance of convertible promissory notes. In connection with the merger, such warrants were assumed by the Company and are now exercisable, respectively, (i) at any time until the 7-year anniversary of the merger for an aggregate of 1,289 shares of the Company’s common stock at an exercise price of $26.18 per share, (ii) at any time until the 5-year anniversary of the original date of issuance for an aggregate of 37,554 shares of the Company’s common stock at an exercise price of $33.27 per share, and (iii) at any time until the 5-year anniversary of the original date of issuance for an aggregate of 142,111 shares of the Company’s common stock at an exercise price of $3.33 per share, for a combined total of 180,954 shares of common stock issuable upon the exercise of warrants outstanding with a combined weighted average exercise price of $9.70 per share. |
Stock Based Compensation
Stock Based Compensation | 12 Months Ended |
Dec. 31, 2015 | |
Stock Based Compensation | 11. Stock Based Compensation As discussed in Note 7 - Reverse Merger Immediately prior to the Merger Effective Date: • The Catalyst Plan expired effective January 2014, with options for 230,997 shares remaining outstanding. Such options were assumed in the Merger pursuant to the Merger Agreement. • 35,545 standalone options of Old Catalyst were outstanding. Such options were assumed in the Merger pursuant to the Merger Agreement. • The Targacept 2006 Plan (the “2006 Plan”) had 1,420,823 options outstanding and 591,757 shares available for issuance. The outstanding options under the 2006 Plan were assumed in the Merger for accounting purposes, and the shares available for issuance were contributed to the Targacept 2015 Stock Incentive Plan (the “Targacept 2015 Plan”). The 2015 Plan As of August 18, 2015, Targacept shareholders approved the Targacept 2015 Plan. The Targacept 2015 Plan had no shares authorized for issuance as of the approval date. Upon the Merger, the Targacept 2015 Plan was assumed by the Company for accounting purposes and 591,757 unused and available shares remaining in the Targacept 2006 Plan were contributed to the Targacept 2015 Plan. In addition, following the Merger, any option shares canceled or expired in the Plans (as defined above) are automatically, and without action by the company, contributed to the Targacept 2015 Plan and become available for issuance under the Targacept 2015 Plan. The Targacept 2015 Plan was amended and restated on October 14, 2015, to reflect, among other things, rename it as the Catalyst Biosciences, Inc. 2015 Stock Incentive Plan (As Amended and Restated Effective October 14, 2015) and to reflect the Company’s seven-for-one reverse stock split, and the plan was further amended on December 14, 2015 to increase certain award limitations provided therein (as so amended, the “2015 Plan” referred to in this 10-K). As of December 31, 2015, 103,129 shares of common stock were available for future grant and options to purchase shares of common stock were outstanding under the 2015 Stock Plan, as amended. The following table summarizes stock option activity under the plans including stock options granted to non-employees, and related information: Number of Shares Underlying Outstanding Options Weighted- Average Exercise Price Weighted-Average Remaining Contractual Term (Years) Aggregate Outstanding — December 31, 2012 193,177 $ 8.12 6.29 6.29 Options granted 57,313 $ Options exercised — $ 11.52 Options forfeited (4,641 ) $ 9.45 Outstanding — December 31, 2013 245,849 $ 8.88 6.18 Options granted 12,415 $ 7.59 Options exercised (5,730 ) $ 4.36 Options forfeited (2,279 ) $ 3.82 Outstanding — December 31, 2014 250,255 $ 8.96 5.51 Options assumed in merger (1) 1,420,823 $ 15.16 4.01 Options granted 675,585 $ 2.98 9.81 Options exercised (3,820 ) $ 3.38 Options forfeited (36,547 ) $ 8.48 Options canceled (106,787 ) $ 47.20 Outstanding — December 31, 2015 2,199,509 $ 9.84 4.51 $ 11.06 Exercisable — December 31, 2015 1,560,477 $ 11.99 2.37 $ 8.08 Vested and expected to vest — December 31, 2015 2,139,323 $ 9.99 4.37 Shares Available to be granted — December 31, 2015 103,129 (1) In connection with the merger, the Company assumed stock options covering an aggregate of 1,420,823 shares of common stock. The company also assumed 2,856 shares of Restricted Stock Awards which vest in two equal annual installments beginning on December 31, 2015 and fully vesting on December 31, 2016. Total stock based compensation related to these restricted stock awards was $6,052 for year ended December 31, 2015. Total stock-based compensation recognized was as follows ( in thousands Year Ended December 31, 2015 2014 2013 Research and development $ 95 $ 81 $ 127 General and administrative 231 163 171 Total stock-based compensation $ 326 $ 244 $ 298 The estimated grant-date fair value-based measurements of the employee stock options were calculated using the Black-Scholes valuation model, based on the following weighted-average assumptions in the years ended December 31, 2015, 2014 and 2013: Year Ended December 31, 2015 2014 2013 Expected term 5.56 years 5.14 years 5.98 years Expected volatility 68.64 % 64.62 % 78.15 % Risk-free interest rate 1.34 % 1.61 % 1.06 % Expected dividend yield 0 % 0 % 0 % Expected Term. Expected Volatility. Risk-Free Interest Rate. Expected Dividend Yield. As of December 31, 2015, the Company had unrecognized employee stock-based compensation expense of $1.6 million, related to unvested stock awards, which is expected to be recognized over an estimated weighted-average period of 3.39 years. Options Granted to Nonemployees During the years ended December 31, 2015, 2014 and 2013, options to purchase 19,760, 12,415 and 5,717 shares, respectively, of common stock were issued to consultants that vest over one to four years with a weighted-average exercise price of $6.52, $7.60 and $11.51 per share, respectively. During the years ended December 31, 2015, 2014 and 2013, the Company recorded stock-based compensation expense attributable to these nonemployee stock awards of $0.04 million, $0.1 million and $0.1 million, respectively. The estimated grant-date fair values of the nonemployee stock options were determined using the Black-Scholes valuation model and the following assumptions: Year Ended December 31, 2015 2014 2013 Risk-free interest rate 1.30 % 1.61 % 1.06 % Expected volatility 69.98 % 64.62 % 78.00 % Expected dividend yield 0 % 0 % 0 % Weighted-average contractual term 5.64 years 5.14 years 5.98 years |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Taxes | 12. Income Taxes The Company has incurred cumulative net operating losses since inception and, consequently, has not recorded any income tax expense for the years ended December 31, 2015, 2014 and 2013 due to its net operating loss position. The reconciliation of the federal statutory income tax rate to the Company’s effective tax rate for the years ended December 31, 2015, and 2014 are as follows: Year Ended December 31, 2015 2014 Tax at statutory federal rate 34.00 % 34.00 % State Tax (benefit)—net of federal benefit 1.33 % -3.24 % Permanent differences -8.00 % 1.83 % R&D Credits 11.59 % 1.97 % Derecognition due to Sec. 382 and 383 Limitations -240.87 % 0.00 % Change in Valuation Allowance 204.17 % -34.25 % Other -2.22 % -0.31 % Effective tax rate 0.00 % 0.00 % Significant components of the Company’s deferred tax assets as of December 31, 2015 and 2014 consist of the following ( in thousands Year Ended December 31, 2015 2014 Deferred tax assets: Accruals and reserves $ 1,285 $ 1,382 Net Operating Loss Carry forward 17,650 44,083 R&D Tax Credit Carry forward 2,625 6,467 Fixed and intangible assets 95 43 Valuation Allowance (21,655 ) (51,975 ) Net deferred tax assets: $ — $ — Based on the available objective evidence at December 31, 2015, the Company does not believe it is more likely than not that the net deferred tax assets will be fully realizable. Accordingly, the Company has provided a full valuation allowance against its net deferred tax assets at December 31, 2015 and 2014. As of December 31, 2015, after consideration of certain limitations (see below), the Company had approximately $44.8 million federal and $41.6 million state net operating loss carry forwards (“NOL”) available to reduce future taxable income which, if unused, will begin to expire in 2025 for federal and 2016 for state tax purposes. Of the above NOL amounts, $0.02 million for federal and state purposes relate to windfall stock based compensation deductions which, when utilized, will be credited to equity. As of December 31, 2015, the Company also had tax credit carry forwards available to offset future tax liabilities of approximately $5.2 million for state purposes. The state tax credit does not expire. If the Company experiences a greater than 50 percentage point aggregate change in ownership over a three-year period (a Section 382 ownership change), utilization of its pre-change NOL carry forwards are subject to annual limitation under Section 382 of the Internal Revenue Code (California has similar provisions). The annual limitation is determined by multiplying the value of the Company’s stock at the time of such ownership change by the applicable long-term tax-exempt rate. Such limitations may result in expiration of a portion of the NOL carry forwards before utilization. The Company has determined that ownership changes occurred on December 31, 2007 and August 20, 2015. Approximately $78.5 million and $61.9 million of the NOLs will expire unutilized for federal and California purposes, respectively. The Company has derecognized NOL related DTAs in the tax affected amounts of $26.7 million and $3.3 million for federal and California purposes, respectively. All of the federal R&D credits could expire unutilized as well, whereas none of the California R&D credits are subject to expiration. Approximately $5.6 million of gross federal R&D credit-related DTAs were derecognized due to the Section 383 limitation. The ability of the Company to use its remaining NOL carry forwards may be further limited if the Company experiences a Section 382 ownership change as a result of future changes in its stock ownership. Accounting for Uncertainty in Income Taxes The Company only recognizes tax benefits if it is more likely than not that they will be sustained upon audit by the relevant tax authority based upon their technical merits. An uncertain tax position will not be recognized if it has less than a 50% likelihood of being sustained. The Company had approximately $1.3 million and $2.6 million of unrecognized tax benefits as of both December 31, 2015 and 2014. As the Company has a full valuation allowance on its deferred tax assets, the unrecognized tax benefits have reduced the deferred tax assets and the valuation allowance in the same amount. The Company does not expect the amount of unrecognized tax benefits to materially change in the next twelve months. A reconciliation of the beginning and ending balance of the unrecognized tax benefits is as follows ( in thousands Beginning Balance at January 1, 2014 $ 2,517 Increase/(Decrease) of unrecognized tax benefits taken in prior years — Increase/(Decrease) of unrecognized tax benefits related to current year 53 Ending Balance at December 31, 2014 $ 2,570 Beginning Balance at January 1, 2015 $ 2,570 Increase/(Decrease) of unrecognized tax benefits taken in prior years (1,347 ) Increase/(Decrease) of unrecognized tax benefits related to current year 91 Ending Balance at December 31, 2015 $ 1,314 The Company files income tax returns in the United States and California. The Company is not currently under examination by income tax authorities in federal, state or other jurisdictions. As of December 31, 2015 and 2014, the Company had no uncertain tax positions which affected its financial position and its results of operations or its cash flow, and will continue to evaluate for uncertain positions in the future. The open tax years for the Company are December 31, 2012 through December 31, 2015 and are subject to examination by the IRS and other various taxing authorities, generally for three years after tax returns are filed. |
Collaborations
Collaborations | 12 Months Ended |
Dec. 31, 2015 | |
Collaborations | 13. Collaborations Pfizer On August 20, 2013 the Company and Pfizer entered into an amendment to the Factor VIIa collaboration agreement whereby the companies agreed to provide specific mutual releases and covenants and modify certain milestone payment schedules in the agreement. Per the amendment, Pfizer agreed to make two non-refundable $1.5 million annual license maintenance payments to the Company, payable on August 1, 2014 and August 1, 2013. The annual license maintenance payments received were being amortized to contract revenue over the estimated expected performance period under the arrangement, which the Company estimated was to the end August 1, 2015. On April 2, 2015, Pfizer notified the Company that it was exercising its right to terminate in its entirety the collaboration agreement. The termination became effective 60 days after the Company’s receipt of the termination notice. On June 1, 2015, the license and certain rights under the research and license agreement terminated and reverted back to the Company. Pfizer is in the process of transferring clinical trial data, regulatory documentation and related technology under the research and license agreement to the Company. The Company plans to continue clinical development of this product candidate. The Company revised the expected period of performance to end on June 1, 2015, which was the effective termination of all performance obligations of the Company under the research and license agreement. Accordingly, all deferred revenue was recognized through June 1, 2015. Contract revenue related to the agreement with Pfizer was $1.3 million, $1.4 million and $0.3 million during the years ended December 31, 2015, 2014 and 2013, respectively. The deferred revenue balance related to the Pfizer collaboration was zero and $1.3 million as of December 31, 2015 and 2014, respectively. ISU Abxis On June 16, 2013, the Company entered into a license and collaboration agreement with ISU Abxis, whereby the Company licensed its proprietary human Factor IX products to ISU Abxis for initial development in South Korea. Under the terms of the agreement, ISU Abxis is responsible for development and manufacturing of the licensed products through Phase 1/2 clinical trials. Until the completion of Phase 1/2 development, ISU Abxis also has a right of first refusal with respect to commercialization rights for the licensed products in South Korea. The Company has the sole rights and responsibility for worldwide development, manufacture and commercialization of Factor IX products after Phase 1/2 development, unless ISU Abxis has exercised its right of first refusal regarding commercialization rights in South Korea, in which case the Company’s rights are in the entire world excluding South Korea. ISU’s rights will also terminate in the event that the Company enters into a license agreement with another party to develop, manufacture and commercialize Factor IX products in at least two major market territories. ISU Abxis paid the Company an up-front signing fee of $1.75 million and is obligated to pay to the Company contingent milestone-based payments on the occurrence of certain defined development events, and reimbursement for a portion of the Company’s costs relating to intellectual property filings and maintenance thereof on products. The Company is obligated to pay ISU Abxis a percentage of all net profits it receives from collaboration products. Contract revenue of $0.4 million, $0.4 million and $0.1 million for the years ended December 31, 2015, 2014 and 2013, respectively, reflected the amortization of the up-front fee over the estimated period of the Company’s performance obligations under the agreement, which was assessed to be four years beginning in September 2013 when the agreement was executed. The deferred revenue balance related to the ISU Abxis collaboration was $0.7 million and $1.2 million as of December 31, 2015 and 2014, respectively. |
Net Loss per Common Share
Net Loss per Common Share | 12 Months Ended |
Dec. 31, 2015 | |
Net Loss per Common Share | 14. Net Loss per Common Share The following table sets forth the computation of the basic and diluted net loss per common share during the years ended December 31, 2015, 2014 and 2013 ( in thousands, except share and per share data Year Ended December 31, 2015 2014 2013 Net loss $ (14,762 ) $ (6,613 ) $ (9,966 ) Weighted-average number of shares used in computing net loss per share, basic and diluted 4,429,093 367,586 365,214 Net loss per share, basic and diluted $ (3.33 ) $ (17.99 ) $ (27.29 ) Since the Company was in a loss position for all periods presented, diluted net loss per share is the same as basic net loss per share for all periods as the inclusion of all potential common shares outstanding would have been anti-dilutive. Potentially dilutive securities on an as-if converted basis that were not included in the diluted per share calculations because they would be anti-dilutive were as follows: Year Ended December 31, 2015 2014 2013 Convertible preferred stock — 3,338,871 3,188,549 Options to purchase common stock 2,200,890 250,255 257,889 Convertible preferred stock warrants — 37,580 — Common stock warrants 180,954 1,289 1,862 Redeemable convertible notes 3,671,745 — — Total 6,053,589 3,627,995 3,448,300 |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (unaudited) | 12 Months Ended |
Dec. 31, 2015 | |
Selected Quarterly Financial Data (unaudited) | 15. Selected Quarterly Financial Data (unaudited) Selected quarterly results from operations for the years ended December 31, 2015 and 2014 are as follows (in thousands, except per share amounts): 2015 Quarter Ended March 31, June 30, September 30, December 31, Contract Revenue $ 672 $ 860 $ 109 $ 109 Total operating expenses 3,704 3,060 3,994 4,794 Loss from operations (3,033 ) (2,201 ) (3,885 ) (4,683 ) Net loss (2,858 ) (1,724 ) (5,051 ) (5,129 ) Net loss per share– basic and diluted $ (7.67 ) $ (4.60 ) $ (0.93 ) $ (0.45 ) 2014 Quarter Ended March 31, June 30, September 30, December 31, Contract Revenue $ 297 $ 297 $ 547 $ 672 Total operating expenses 2,160 2,507 2,185 2,470 Loss from operations (1,863 ) (2,210 ) (1,638 ) (1,798 ) Net loss (1,734 ) (2,075 ) (1,502 ) (1,302 ) Net loss per share– basic and diluted $ (4.75 ) $ (5.68 ) $ (4.08 ) $ (3.51 ) |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. The Company’s consolidated financial statements have been prepared in accordance with GAAP. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. On an ongoing basis, management evaluates its estimates, including those related to revenue recognition, convertible notes and related warrants up to the date of conversion, common stock and stock-based compensation. The Company bases its estimates on various assumptions that the Company believes to be reasonable under the circumstances. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company invests its excess cash in bank deposits, consisting primarily of money market mutual funds. The Company considers all highly liquid investments with original maturities of three months or less from the date of purchase to be cash equivalents. |
Restricted Cash | Restricted Cash Restricted cash consists primarily of certain checking, money market and certificate of deposit accounts that are: (i) pledged to or held in a segregated escrow account by the Company’s correspondent banks for the benefit of the holders of the redeemable convertible notes in order to facilitate the payment of the redeemable convertible notes upon redemption or at maturity as discussed in Note 3 - Fair Value Measurements |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company applies fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. Fair value is defined as the exchange price that would be received for an asset or an exit price that would be paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy requires that an entity maximize the use of observable inputs when estimating fair value. The fair value hierarchy includes the following three-level classification which is based on the market observability of the inputs used for estimating the fair value of the assets or liabilities being measured: Level 1 Level 2 Level 3 Fair value accounting is applied for all financial assets and liabilities and non-financial assets and liabilities that are recognized at fair value in the financial statements on a recurring basis (at least annually). |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets, which are three years for computer equipment and software, and three to seven years for laboratory and office equipment, furniture and leasehold improvements. |
Intangible Assets | Intangible Assets Intangible assets are amortized over their useful lives in a manner that best reflects their economic benefit. Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. We do not have any indefinite-lived intangible assets. Intangible assets represent patent rights purchased in 2009 in the amount of $0.1 million that were being amortized over their estimated useful life of 20 years, or life of the patent whichever is shorter, using the straight-line method. Annual amortization was $0 and $883 for 2015 and 2014, respectively. The Company abandoned this patent in 2014. No further amortization is necessary. The total amount amortized through 2014 was $0.02 million and the remaining $0.05 million was written off to amortization expense during 2014 in the accompanying statements of operations. |
Investments | Investments All investments have been classified as “available-for-sale” and are carried at estimated fair value as determined based upon quoted market prices or pricing models for similar securities. Management determines the appropriate classification of its investments at the time of purchase and reevaluates such designation as of each balance sheet date. Unrealized gains and losses are excluded from earnings and are reported as a component of comprehensive loss. Realized gains and losses and declines in fair value determined to be other-than-temporary, if any, on available-for-sale securities are included in interest and other income. The cost of securities sold is based on the specific-identification method. Interest on short-term investments is included in interest and other income. |
Derivative Liability | Derivative Liability The embedded redemption feature in the redeemable convertible notes, which are convertible into shares of the Company’s common stock, is accounted for as a derivative liability at its estimated fair value. The derivative is subject to remeasurement at the end of each reporting period, with changes in fair value recognized as a component of interest and other income, in the consolidated statements of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the conversion, redemption or maturity of the redeemable convertible notes. |
Revenue Recognition | Revenue Recognition The Company enters into collaboration arrangements that may include the receipt of payments for up-front license fees, success-based milestone payments, full time equivalent based payments for research services, and royalties on any future sales of commercialized products that result from the collaborations. Revenue is recognized when the four basic criteria for revenue recognition are met: (1) persuasive evidence of an arrangement exists; (2) transfer of technology has been completed or services have been rendered; (3) the fee is fixed or determinable; and (4) collectability is reasonably assured. Revenue recognition for multiple element revenue arrangements will have deliverables associated with the arrangement divided into separate units of accounting provided that (i) a delivered item has value to the customer on a standalone basis and (ii) if the arrangement includes a general right of return relative to the delivered item, delivery or performance of the undelivered item is considered probable and substantially in the control of the vendor. As a biotechnology company with unique and specialized technological undelivered performance obligations associated with its collaborations, the Company’s multiple element arrangements most often involve deliverables and consideration that do not meet the criteria for having stand-alone value. Deliverables and performance obligations are accounted for under a single unit of accounting when they do not have stand-alone value and the related consideration is recognized as revenue over the estimated period of when the performance obligations are to be performed. The revenue is recognized on a proportional performance basis when the levels of the performance obligations under an arrangement can be reasonably estimated and on a straight-line basis when they cannot. The Company’s collaboration agreements entitle it to additional payments upon the achievement of performance-based milestones related to product development, regulatory actions and commercial events in certain geographic areas. Milestones that are not deemed probable or that are tied to counter-party performance are not included in the Company’s revenue until the performance conditions are met. If a collaborative agreement milestone is deemed to be substantive, as defined in the accounting rules, the Company is permitted to recognize revenue related to the milestone payment in its entirety. In the event milestones are deemed non-substantive, the Company recognizes, and defers if applicable, payments for the achievement of such non-substantive milestones over the estimated period of performance applicable to each collaborative agreement using the proportional performance method or on a straight-line basis, as appropriate. Amounts received under a collaborative agreement prior to satisfying revenue recognition criteria are recorded as deferred revenue in the accompanying consolidated balance sheets. Deferred revenue is recorded on the Company’s consolidated balance sheet as short-term or long-term based on its best estimate as to when such revenue will be recognized. Short-term deferred revenue consists of amounts that the Company expects to recognize as revenue in the next 12 months. Amounts that the Company expects will not be recognized prior to the next 12 months are classified as long-term deferred revenue. The Company’s performance obligations under its collaboration arrangements also consist of participation on steering committees and the performance of other research and development and business development services. The timing for satisfying these performance obligations can be difficult to estimate and can be subject to change over the course of these agreements. A change in the estimated timing for satisfying the Company’s performance obligations could change the timing and amount of revenue that the Company recognizes and records in future periods. |
Research and Development Expense | Research and Development Expenses Research and development costs are expensed as incurred. Research and development costs consist of payroll and other personnel-related expenses, laboratory supplies and reagents, contract research and development services, and consulting costs, as well as allocations of facilities and other overhead costs. Under the Company’s collaboration agreements, certain specific expenditures are reimbursed by third parties. During the years ended December 31, 2015, 2014 and 2013, the Company recorded a reduction to research and development expenses of $0.9 million, $0.4 million, and $0.4 million, respectively related to these reimbursements. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable, resulting from research and development pass through expense reimbursement. The Company’s accounts receivable at December 31, 2015 was $0.5 million, of which $0.4 million was due from Pfizer Inc. (“Pfizer”), and $0.1 million was due was due from our landlord CBRE for tenant improvements reimbursement. The Company has incurred no credit losses to date. The Company does not require collateral from its collaboration partners. |
Income Taxes | Income Taxes Income taxes are computed using the liability method. Deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax basis 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. The Company follows the authoritative guidance on accounting for uncertainty in income taxes. This guidance prescribes a more-likely-than-not threshold for financial statement recognition and measurement of a tax position taken in the Company’s income tax returns. This interpretation also provides guidance on accounting for interest and penalties and associated with tax positions, accounting for income taxes in interim periods and income tax disclosures. The Company’s policy is to include penalties and interest expense related to income taxes as a component of other expense and interest expense, respectively, as necessary. |
Stock-Based Compensation | Stock-Based Compensation The Company measures the cost of employee and director services received in exchange for an award of equity instruments based on the fair value of the award on the date of grant and recognizes the related expense over the period during which the employee or director is required to provide service in exchange for the award on a straight-line basis. The Company uses the Black-Scholes option-pricing valuation model to estimate the grant-date fair value of stock-based awards. The determination of fair value for stock-based awards on the date of grant using an option-pricing model requires management to make certain assumptions regarding a number of variables. The Company records stock-based compensation as compensation expense, net of the estimated impact of forfeited awards. The Company applies a forfeiture rate to stock-based compensation expense using historical data to estimate pre-vesting option forfeitures. The Company estimates forfeitures at the time of grant, and revises those estimates in subsequent periods if actual forfeitures differ materially from those original estimates. As such, the Company recognizes stock-based compensation expense only for those stock-based awards that are expected to vest, over their requisite service period, based on the vesting provisions of the individual grants. For nonemployee stock-based awards, the measurement date on which the fair value of the stock-based award is calculated is equal to the earlier of (i) the date at which a commitment for performance by the counterparty to earn the equity instrument is reached or (ii) the date at which the counterparty’s performance is complete. The Company recognizes stock-based compensation expense for the fair value-based measurement of the nonemployee awards using the Black Scholes option-pricing valuation model and the awards are typically subject to periodic re-measurement over the period that services are rendered. |
Deferred Rent | Deferred Rent The Company’s facilities lease agreement provides for an escalation of rent payments each year. The Company records rent expense on a straight-line basis over the term of the lease. The difference between the amount of expense recognized and the amount of rent paid is recorded as deferred rent in the accompanying consolidated balance sheets. |
Net Loss per Share | Net Loss per Share Basic net loss per share is calculated by dividing the net loss by the weighted average number of shares of common stock outstanding during the period, without consideration for common stock equivalents. Diluted net loss per share is the same as basic net loss per share, since the effects of potentially dilutive securities are antidilutive given the net loss of the Company for all periods presented. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following tables present the fair value hierarchy for assets and liabilities measured at fair value on a recurring basis as of December 31, 2015 and 2014 ( in thousands December 31, 2015 Level 1 Level 2 Level 3 Total Financial assets: Money market funds $ 28,927 $ — $ — $ 28,927 Restricted cash (money market funds) (1) 33,919 — — 33,919 Municipal bonds — 296 — 296 Corporate notes — 3,106 — 3,106 Total financial assets $ 62,846 $ 3,402 $ — $ 66,248 Financial liabilities: Derivative liability $ — $ — $ 1,156 $ 1,156 Total financial liabilities $ — $ — $ 1,156 $ 1,156 (1) $125,000 of restricted cash serves as collateral for the Company’s corporate credit card and deposit for its facility lease. December 31, 2014 Level 1 Level 2 Level 3 Total Financial assets: Money market funds $ 1,496 $ — $ — $ 1,496 Restricted cash (money market funds) (1) 50 — — 50 Total financial assets $ 1,546 $ — $ — $ 1,546 Financial liabilities: Warrant for convertible preferred stock liability $ — $ — $ 391 $ 391 Total financial liabilities $ — $ — $ 391 $ 391 (1) $50,000 of restricted cash serves as collateral for the Company’s corporate credit card and deposit for its facility lease. |
Fair Values of Derivative Liabilities Estimated Using Black-Scholes Valuation Model | The estimated reporting date fair value-based measurement of the derivative liability was calculated using the Black-Scholes valuation model, based on the following weighted-average assumptions for the year ended December 31, 2015: Year Ended 2015 Expected term 2.00 years Expected volatility 81.7 % Risk-free interest rate 1.06 % Expected dividend yield 0 % |
Derivative | |
Derivative Liability Measured at Estimated Fair Value Using Unobservable Inputs | The following table presents the activity for the derivative liability for the year ended December 31, 2015 ( in thousands Derivative Balance as of December 31, 2014 $ — Issuance of derivative issued with the redeemable convertible notes 1,455 Change in fair value included in interest and other income (242 ) Gain on extinguishment of redeemable convertible notes (52 ) Conversion of convertible notes to common stock (5 ) Balance as of December 31, 2015 $ 1,156 |
Warrant | |
Derivative Liability Measured at Estimated Fair Value Using Unobservable Inputs | The following table presents the activity for the liability related to the warrant for convertible preferred stock for the year ended December 31, 2015 and 2014 ( in thousands Warrant Balance as of December 31, 2013 $ — Issuance of preferred stock warrants 745 Change in fair value included in interest and other income (354 ) Balance as of December 31, 2014 $ 391 Issuance of preferred stock warrants 474 Change in fair value included in interest and other income (91 ) Reclassification of warrant liability to equity upon conversion to common stock warrants (774 ) Balance as of December 31, 2015 $ — |
Financial Instruments (Tables)
Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Cash Equivalents and Short-Term and Long-Term Investments Classified as Available for Sale Securities | Cash equivalents, restricted cash and short-term and long-term investments, all of which are classified as available-for-sale securities, consisted of the following ( in thousands December 31, 2015 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Money market funds $ 28,927 $ — $ — $ 28,927 Restricted cash (money market funds) 33,919 — — 33,919 Municipal bonds 295 1 — 296 Corporate notes 3,106 1 (1 ) 3,106 Total financial assets $ 66,247 $ 2 $ (1 ) $ 66,248 Classified as: Cash and cash equivalents $ 28,927 Restricted cash (money market funds) 33,919 Short-term investments 3,402 $ 66,248 December 31, 2014 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Money market funds $ 1,496 $ — $ — $ 1,496 Restricted cash (money market funds) 50 — — 50 Total financial assets $ 1,546 $ — $ — $ 1,546 Classified as: Cash and cash equivalents $ 1,496 Restricted cash (money market funds) 50 $ 1,546 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Schedule of Property and equipment | Property and equipment consisted of the following ( in thousands December 31, 2015 2014 Laboratory and office equipment $ 4,458 $ 5,027 Furniture 321 311 Leasehold improvements 1,591 1,515 Computer equipment 21 285 Software 8 422 6,399 7,560 Less accumulated depreciation and amortization (5,701 ) (6,649 ) Property and equipment, net $ 698 $ 911 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Expected Future Lease Payments Under All Operating Leases | Future minimum lease payments under all non-cancelable operating leases at December 31, 2015, were as follows ( in thousands Year ending December 31, 2016 $ 723 2017 745 2018 125 Total future minimum lease payments $ 1,593 |
Reverse Merger (Tables)
Reverse Merger (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Allocation of Purchase Consideration to Assets Acquired and Liabilities Assumed Based on Fair Values | The following table summarizes the allocation of the purchase consideration to the assets acquired and liabilities assumed based on their fair values as of August 20, 2015 ( in thousands Cash, cash equivalents and short-term investments $ 41,154 Restricted cash 37,000 Accounts receivable 318 Prepaid and other current assets 183 Accounts payable and accrued liabilities (4,963 ) Estimated total purchase price of net assets acquired, including assumed debt $ 73,692 |
Targacept | |
Schedule of Purchase Price | The purchase price for Targacept on August 20, 2015, the closing date of the Merger, was as follows ( in thousands Estimated fair value of shares issued $ 34,664 Estimated fair value of awards assumed 1,955 Estimated fair value of redeemable convertible notes 37,073 Estimated total purchase price of net assets acquired, including assumed debt $ 73,692 |
Convertible Preferred Stock a29
Convertible Preferred Stock and Warrants (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Authorized, Issued and Outstanding, Liquidation Value and Carrying Value of Preferred Shares | The following table sets forth the total preferred shares authorized, issued and outstanding, the liquidation value, and the carrying value per Series at December 31, 2014: Shares Authorized Shares Issued and Outstanding Liquidation Preference Per Share Series AA 7,327,166 7,327,166 $ 1.0000 Series BB 23,104,618 23,104,618 $ 1.2706 Series BB-1 5,978,477 5,978,477 $ 1.5054 Series CC 46,429,980 46,429,980 $ 1.2706 Series D 629,630 629,630 $ 6.3530 Series E 5,000,000 3,935,140 $ 2.5412 88,469,871 87,405,011 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Summary of Option Activity | The following table summarizes stock option activity under the plans including stock options granted to non-employees, and related information: Number of Shares Underlying Outstanding Options Weighted- Average Exercise Price Weighted-Average Remaining Contractual Term (Years) Aggregate Outstanding — December 31, 2012 193,177 $ 8.12 6.29 6.29 Options granted 57,313 $ Options exercised — $ 11.52 Options forfeited (4,641 ) $ 9.45 Outstanding — December 31, 2013 245,849 $ 8.88 6.18 Options granted 12,415 $ 7.59 Options exercised (5,730 ) $ 4.36 Options forfeited (2,279 ) $ 3.82 Outstanding — December 31, 2014 250,255 $ 8.96 5.51 Options assumed in merger (1) 1,420,823 $ 15.16 4.01 Options granted 675,585 $ 2.98 9.81 Options exercised (3,820 ) $ 3.38 Options forfeited (36,547 ) $ 8.48 Options canceled (106,787 ) $ 47.20 Outstanding — December 31, 2015 2,199,509 $ 9.84 4.51 $ 11.06 Exercisable — December 31, 2015 1,560,477 $ 11.99 2.37 $ 8.08 Vested and expected to vest — December 31, 2015 2,139,323 $ 9.99 4.37 Shares Available to be granted — December 31, 2015 103,129 (1) In connection with the merger, the Company assumed stock options covering an aggregate of 1,420,823 shares of common stock. The company also assumed 2,856 shares of Restricted Stock Awards which vest in two equal annual installments beginning on December 31, 2015 and fully vesting on December 31, 2016. Total stock based compensation related to these restricted stock awards was $6,052 for year ended December 31, 2015. |
Summary of Stock-Based Compensation Recognized | Total stock-based compensation recognized was as follows ( in thousands Year Ended December 31, 2015 2014 2013 Research and development $ 95 $ 81 $ 127 General and administrative 231 163 171 Total stock-based compensation $ 326 $ 244 $ 298 |
Employee Stock Option | |
Estimated Grant-Date Fair Value-Based Measurements, Employee Stock Options | The estimated grant-date fair value-based measurements of the employee stock options were calculated using the Black-Scholes valuation model, based on the following weighted-average assumptions in the years ended December 31, 2015, 2014 and 2013: Year Ended December 31, 2015 2014 2013 Expected term 5.56 years 5.14 years 5.98 years Expected volatility 68.64 % 64.62 % 78.15 % Risk-free interest rate 1.34 % 1.61 % 1.06 % Expected dividend yield 0 % 0 % 0 % |
Non Employee Stock Option | |
Estimated Grant-Date Fair Value-Based Measurements, Employee Stock Options | The estimated grant-date fair values of the nonemployee stock options were determined using the Black-Scholes valuation model and the following assumptions: Year Ended December 31, 2015 2014 2013 Risk-free interest rate 1.30 % 1.61 % 1.06 % Expected volatility 69.98 % 64.62 % 78.00 % Expected dividend yield 0 % 0 % 0 % Weighted-average contractual term 5.64 years 5.14 years 5.98 years |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Reconciliation of Federal Income Tax Rate to Company's Effective Tax Rate | The reconciliation of the federal statutory income tax rate to the Company’s effective tax rate for the years ended December 31, 2015, and 2014 are as follows: Year Ended December 31, 2015 2014 Tax at statutory federal rate 34.00 % 34.00 % State Tax (benefit)—net of federal benefit 1.33 % -3.24 % Permanent differences -8.00 % 1.83 % R&D Credits 11.59 % 1.97 % Derecognition due to Sec. 382 and 383 Limitations -240.87 % 0.00 % Change in Valuation Allowance 204.17 % -34.25 % Other -2.22 % -0.31 % Effective tax rate 0.00 % 0.00 % |
Components of the Company's Deferred Tax Assets (Liabilities) | Significant components of the Company’s deferred tax assets as of December 31, 2015 and 2014 consist of the following ( in thousands Year Ended December 31, 2015 2014 Deferred tax assets: Accruals and reserves $ 1,285 $ 1,382 Net Operating Loss Carry forward 17,650 44,083 R&D Tax Credit Carry forward 2,625 6,467 Fixed and intangible assets 95 43 Valuation Allowance (21,655 ) (51,975 ) Net deferred tax assets: $ — $ — |
Unrecognized Tax Benefits | A reconciliation of the beginning and ending balance of the unrecognized tax benefits is as follows ( in thousands Beginning Balance at January 1, 2014 $ 2,517 Increase/(Decrease) of unrecognized tax benefits taken in prior years — Increase/(Decrease) of unrecognized tax benefits related to current year 53 Ending Balance at December 31, 2014 $ 2,570 Beginning Balance at January 1, 2015 $ 2,570 Increase/(Decrease) of unrecognized tax benefits taken in prior years (1,347 ) Increase/(Decrease) of unrecognized tax benefits related to current year 91 Ending Balance at December 31, 2015 $ 1,314 |
Net Loss per Common Share (Tabl
Net Loss per Common Share (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Basic and Diluted Net Loss Per Share | The following table sets forth the computation of the basic and diluted net loss per common share during the years ended December 31, 2015, 2014 and 2013 ( in thousands, except share and per share data Year Ended December 31, 2015 2014 2013 Net loss $ (14,762 ) $ (6,613 ) $ (9,966 ) Weighted-average number of shares used in computing net loss per share, basic and diluted 4,429,093 367,586 365,214 Net loss per share, basic and diluted $ (3.33 ) $ (17.99 ) $ (27.29 ) |
Anti-dilutive Security not Included In Diluted per Share Calculations | Since the Company was in a loss position for all periods presented, diluted net loss per share is the same as basic net loss per share for all periods as the inclusion of all potential common shares outstanding would have been anti-dilutive. Potentially dilutive securities on an as-if converted basis that were not included in the diluted per share calculations because they would be anti-dilutive were as follows: Year Ended December 31, 2015 2014 2013 Convertible preferred stock — 3,338,871 3,188,549 Options to purchase common stock 2,200,890 250,255 257,889 Convertible preferred stock warrants — 37,580 — Common stock warrants 180,954 1,289 1,862 Redeemable convertible notes 3,671,745 — — Total 6,053,589 3,627,995 3,448,300 |
Selected Quarterly Financial 33
Selected Quarterly Financial Data (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Data | Selected quarterly results from operations for the years ended December 31, 2015 and 2014 are as follows (in thousands, except per share amounts): 2015 Quarter Ended March 31, June 30, September 30, December 31, Contract Revenue $ 672 $ 860 $ 109 $ 109 Total operating expenses 3,704 3,060 3,994 4,794 Loss from operations (3,033 ) (2,201 ) (3,885 ) (4,683 ) Net loss (2,858 ) (1,724 ) (5,051 ) (5,129 ) Net loss per share– basic and diluted $ (7.67 ) $ (4.60 ) $ (0.93 ) $ (0.45 ) 2014 Quarter Ended March 31, June 30, September 30, December 31, Contract Revenue $ 297 $ 297 $ 547 $ 672 Total operating expenses 2,160 2,507 2,185 2,470 Loss from operations (1,863 ) (2,210 ) (1,638 ) (1,798 ) Net loss (1,734 ) (2,075 ) (1,502 ) (1,302 ) Net loss per share– basic and diluted $ (4.75 ) $ (5.68 ) $ (4.08 ) $ (3.51 ) |
Nature of Operations - Addition
Nature of Operations - Additional Information (Detail) $ in Thousands | Aug. 20, 2015 | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Nov. 30, 2015USD ($) |
Organization and Nature of Operations [Line Items] | |||||
Accumulated deficit | $ 131,037 | $ 116,275 | |||
Cash, cash equivalents and short-term investments | 32,500 | ||||
Research and development | 5,958 | $ 5,267 | $ 6,557 | ||
Letter of Agreement (LoA) | |||||
Organization and Nature of Operations [Line Items] | |||||
Project commitment amount | $ 1,500 | ||||
Prepaid amount | $ 1,100 | ||||
Research and development | $ 100 | ||||
Targacept | |||||
Organization and Nature of Operations [Line Items] | |||||
Stock split ratio | 7 |
Summary of Significant Accoun35
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2009 | |
Significant Accounting Policies [Line Items] | ||||
Patent rights | $ 100,000 | |||
Reduction to research and development expense | $ 900,000 | $ 400,000 | $ 400,000 | |
Accounts receivable | $ 492,000 | 95,000 | ||
Patents | ||||
Significant Accounting Policies [Line Items] | ||||
Intangible assets amortization period | 20 years, or life of the patent whichever is shorter | |||
Amortization of intangible assets | $ 0 | 883 | ||
Accumulated amortization intangible assets | 20,000 | |||
Intangible assets written off to amortization expense | $ 50,000 | |||
Computer equipment | ||||
Significant Accounting Policies [Line Items] | ||||
Estimated useful lives | 3 years | |||
Laboratory and office equipment | Minimum | ||||
Significant Accounting Policies [Line Items] | ||||
Estimated useful lives | 3 years | |||
Laboratory and office equipment | Maximum | ||||
Significant Accounting Policies [Line Items] | ||||
Estimated useful lives | 7 years | |||
Furniture | Minimum | ||||
Significant Accounting Policies [Line Items] | ||||
Estimated useful lives | 3 years | |||
Furniture | Maximum | ||||
Significant Accounting Policies [Line Items] | ||||
Estimated useful lives | 7 years | |||
Leasehold improvements | Minimum | ||||
Significant Accounting Policies [Line Items] | ||||
Estimated useful lives | 3 years | |||
Leasehold improvements | Maximum | ||||
Significant Accounting Policies [Line Items] | ||||
Estimated useful lives | 7 years | |||
Pfizer Inc | ||||
Significant Accounting Policies [Line Items] | ||||
Accounts receivable | $ 400,000 | |||
ISU Abxis | ||||
Significant Accounting Policies [Line Items] | ||||
Accounts receivable | $ 100,000 |
Assets and Liabilities Measured
Assets and Liabilities Measured at Fair Value (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, fair value | $ 66,248 | $ 1,546 | ||
Liabilities, fair value | 1,156 | 391 | ||
Restricted cash | 33,794 | 50 | ||
Municipal Bonds | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, fair value | 296 | |||
Corporate Notes | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, fair value | 3,106 | |||
Money Market Funds | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, fair value | 28,927 | 1,496 | ||
Restricted cash (money market funds) | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, fair value | 33,919 | [1] | 50 | [2] |
Warrant For Convertible Preferred Stock Liability | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Liabilities, fair value | 391 | |||
Collateral for Corporate Credit Card and Deposit | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Restricted cash | 125 | 50 | ||
Derivative liability | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Liabilities, fair value | 1,156 | |||
Fair Value, Inputs, Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, fair value | 62,846 | 1,546 | ||
Fair Value, Inputs, Level 1 | Money Market Funds | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, fair value | 28,927 | 1,496 | ||
Fair Value, Inputs, Level 1 | Restricted cash (money market funds) | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, fair value | 33,919 | [1] | 50 | [2] |
Fair Value, Inputs, Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, fair value | 3,402 | |||
Fair Value, Inputs, Level 2 | Municipal Bonds | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, fair value | 296 | |||
Fair Value, Inputs, Level 2 | Corporate Notes | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets, fair value | 3,106 | |||
Fair Value, Inputs, Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Liabilities, fair value | 1,156 | 391 | ||
Fair Value, Inputs, Level 3 | Warrant For Convertible Preferred Stock Liability | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Liabilities, fair value | $ 391 | |||
Fair Value, Inputs, Level 3 | Derivative liability | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Liabilities, fair value | $ 1,156 | |||
[1] | $125,000 of restricted cash serves as collateral for the Company's corporate credit card and deposit for its facility lease. | |||
[2] | $50,000 of restricted cash serves as collateral for the Company's corporate credit card and deposit for its facility lease. |
Liability Related to Warrant fo
Liability Related to Warrant for Convertible Preferred Stock Measured at Estimated Fair Value Using Unobservable Inputs (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning Balance | $ 391 | |
Issuance of preferred stock warrants | 474 | $ 745 |
Change in fair value included in interest and other income | (91) | (354) |
Reclassification of warrant liability to equity upon conversion to common stock warrants | $ (774) | |
Ending Balance | $ 391 |
Derivative Liability Measured a
Derivative Liability Measured at Estimated Fair Value Using Unobservable Inputs (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Issuance of derivative issued with the redeemable convertible notes | $ 1,455 |
Change in fair value included in interest and other income | (242) |
Gain on extinguishment of redeemable convertible notes | (52) |
Conversion of convertible notes to common stock | (5) |
Balance as of December 31, 2015 | $ 1,156 |
Fair Values of Derivative Liabi
Fair Values of Derivative Liabilities Estimated Using Black-Scholes Valuation Model (Detail) - Derivative liability | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Expected term | 2 years |
Expected volatility | 81.70% |
Risk-free interest rate | 1.06% |
Expected dividend yield | 0.00% |
Cash Equivalents and Short-Term
Cash Equivalents and Short-Term and Long-Term Investments Classified as Available for Sale Securities (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | $ 66,247 | $ 1,546 |
Gross Unrealized Gains | 2 | |
Gross Unrealized Losses | (1) | |
Estimated Fair Value | 66,248 | 1,546 |
Money Market Funds | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 28,927 | 1,496 |
Estimated Fair Value | 28,927 | 1,496 |
Money Market Funds | Restricted cash (money market funds) | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 33,919 | 50 |
Estimated Fair Value | 33,919 | 50 |
Cash Equivalents | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Estimated Fair Value | 28,927 | $ 1,496 |
Municipal Bonds | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 295 | |
Gross Unrealized Gains | 1 | |
Estimated Fair Value | 296 | |
Corporate Notes | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 3,106 | |
Gross Unrealized Gains | 1 | |
Gross Unrealized Losses | (1) | |
Estimated Fair Value | 3,106 | |
Short-Term Investments | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Estimated Fair Value | $ 3,402 |
Financial Instruments - Additio
Financial Instruments - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Financial Instrument [Line Items] | |
Significant realized gains or losses on available-for-sale securities | $ 0 |
Maximum | |
Financial Instrument [Line Items] | |
Available for sale securities contractual maturities | 1 year |
Property and Equipment (Detail)
Property and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 6,399 | $ 7,560 |
Less accumulated depreciation and amortization | (5,701) | (6,649) |
Property and equipment, net | 698 | 911 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 8 | 422 |
Laboratory and office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 4,458 | 5,027 |
Furniture | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 321 | 311 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 1,591 | 1,515 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 21 | $ 285 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation expense | $ 0.5 | $ 0.7 | $ 1 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Thousands | Jun. 08, 2015 | Feb. 23, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2015 | Mar. 01, 2015 |
Commitments and Contingencies Disclosure [Line Items] | |||||||
Sub-lease expiration date | Aug. 31, 2015 | ||||||
Sub-lease extend date | Feb. 27, 2018 | ||||||
Operating lease rent expense | $ 700 | $ 1,000 | $ 1,000 | ||||
License fees payable | $ 100 | ||||||
Letter of Credit | |||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||
Letter of credit amount | $ 130 | $ 50 | |||||
ISU Abxis | Maximum | |||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||
Potential milestone payments | $ 2,000 |
Expected Future Lease Payments
Expected Future Lease Payments Under Operating Leases (Detail) $ in Thousands | Dec. 31, 2015USD ($) |
Operating Leased Assets [Line Items] | |
Year ending December 31, 2016 | $ 723 |
Year ending December 31, 2017 | 745 |
Year ending December 31, 2018 | 125 |
Total future minimum lease payments | $ 1,593 |
Reverse Merger - Additional Inf
Reverse Merger - Additional Information (Detail) $ in Millions | Dec. 31, 2015shares | Mar. 05, 2015USD ($)shares | Dec. 31, 2014shares |
Business Acquisition [Line Items] | |||
Common stock, shares outstanding | 11,430,085 | 370,944 | |
Merger Agreement | |||
Business Acquisition [Line Items] | |||
Common stock exchange rate | 0.0382 | 0.0382 | |
Common stock, shares outstanding | 11,416,984 | ||
Merger Agreement | Old Catalysts | |||
Business Acquisition [Line Items] | |||
Expected ownership percentage | 59.00% | ||
Transaction related costs | $ | $ 2 |
Schedule of Purchase Price (Det
Schedule of Purchase Price (Detail) - Targacept $ in Thousands | Aug. 20, 2015USD ($) |
Business Acquisition [Line Items] | |
Estimated fair value of shares issued | $ 34,664 |
Estimated fair value of awards assumed | 1,955 |
Estimated fair value of redeemable convertible notes | 37,073 |
Estimated total purchase price of net assets acquired, including assumed debt | $ 73,692 |
Allocation of Purchase Consider
Allocation of Purchase Consideration to Assets Acquired and Liabilities Assumed Based on Fair Values (Detail) $ in Thousands | Aug. 20, 2015USD ($) |
Business Acquisition [Line Items] | |
Cash, cash equivalents and short-term investments | $ 41,154 |
Restricted cash | 37,000 |
Accounts receivable | 318 |
Prepaid and other current assets | 183 |
Accounts payable and accrued liabilities | (4,963) |
Estimated total purchase price of net assets acquired, including assumed debt | $ 73,692 |
Convertible Notes - Related P49
Convertible Notes - Related Parties - Additional Information (Detail) - USD ($) $ in Thousands | Jul. 29, 2015 | Jun. 30, 2015 | Dec. 31, 2015 | May. 31, 2015 |
Debt Instrument [Line Items] | ||||
Interest expense related to accrued interest and amortization of debt discount | $ 100 | |||
Series F Convertible Preferred Stock | ||||
Debt Instrument [Line Items] | ||||
Convertible notes, shares issued upon conversion | 1,511,723 | |||
Convertible preferred stock, warrants issued | 372,045 | |||
Convertible Notes | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount of convertible promissory notes issued and sold | $ 1,900 | |||
Convertible notes, accrued interest | $ 30 | |||
Related Party | Warrant | ||||
Debt Instrument [Line Items] | ||||
Aggregate fair value of warrants | $ 500 | |||
Expected term | 5 years | |||
Fair value assumptions, expected volatility | 80.00% | |||
Fair value assumptions, dividend yield | 0.00% | |||
Related Party | Warrant | Minimum | ||||
Debt Instrument [Line Items] | ||||
Fair value assumptions, risk-free interest rate | 0.11% | |||
Related Party | Warrant | Maximum | ||||
Debt Instrument [Line Items] | ||||
Fair value assumptions, risk-free interest rate | 0.18% | |||
Related Party | Convertible Notes Payable | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount of convertible promissory notes issued and sold | $ 1,900 | $ 1,900 | ||
Convertible debt interest rate | 12.00% | |||
Debt instrument maturity period | 1 year | |||
Warrants exercisable percentage | 25.00% | |||
Warrants purchase percentage | 0.10% |
Redeemable Convertible Notes -
Redeemable Convertible Notes - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Aug. 19, 2015 | |
Debt Instrument [Line Items] | ||
Conversion of convertible notes in to common stock, value | $ 117,647 | |
Gain on extinguishment of redeemable convertible notes | $ 52 | |
Convertible Notes | ||
Debt Instrument [Line Items] | ||
Convertible notes, total outstanding principal amount | $ 37,000 | |
Redeemable convertible notes, conversion per share price | $ 9.19 | $ 1.08 |
Convertible notes, maturity date | Feb. 19, 2018 | |
Convertible notes, maturity period | 30 months | |
Redeemable convertible notes, threshold trading days | 10 days | |
Redeemable convertible notes, conversion feature | $ 1,500 | |
Redeemable convertible notes, expected term | 2 years 3 months | |
Redeemable convertible notes, risk free interest rate | 0.84% | |
Redeemable convertible notes, expected volatility | 70.00% | |
Redeemable convertible notes, dividend yield | 0.00% | |
Redeemable convertible notes, estimated fair value | $ 37,100 | |
Redeemable convertible notes, debt discount | 1,400 | |
Redeemable convertible notes, interest expense | 1,400 | |
Redeemable convertible notes, redeemed | 3,000 | |
Conversion of convertible notes in to common stock, value | $ 300 | |
Convertible Notes | After Reverse Stock Split | ||
Debt Instrument [Line Items] | ||
Redeemable convertible notes, conversion per share price | $ 9.19 | $ 7.56 |
Convertible Preferred Stock a51
Convertible Preferred Stock and Warrants - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Jul. 31, 2015 | Jan. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Debt Instrument [Line Items] | |||||
Convertible preferred stock, principal offer amount | $ 7,259 | $ 4,982 | $ 5,742 | ||
Convertible preferred stock voting rights | Each share of common stock was entitled to one vote. | ||||
Class of warrant or right aggregate shares | 180,954 | ||||
Class of warrant or right weighted average exercise price | $ 9.70 | ||||
IPO | |||||
Debt Instrument [Line Items] | |||||
Percentage of outstanding convertible preferred stock | 66.67% | ||||
IPO | Minimum | |||||
Debt Instrument [Line Items] | |||||
Convertible preferred stock, shares issued per share value | $ 3.8118 | ||||
Gross Proceeds | $ 40,000 | ||||
Series F Convertible Preferred Stock | |||||
Debt Instrument [Line Items] | |||||
Convertible preferred stock, principal offer amount | $ 4,000 | $ 3,300 | |||
Convertible preferred stock, issuance cost | $ 20 | $ 100 | |||
Convertible preferred stock, shares issued | 3,164,872 | 2,623,650 | |||
Convertible preferred stock, shares issued per share value | $ 1.2706 | ||||
Convertible preferred stock, conversion rate into common stock shares | 110.00% | ||||
Convertible preferred stock, conversion shares into common stock shares | 10 | ||||
Liquidation preference description | Each share of convertible preferred stock was convertible at the holder's option at any time into common stock, subject to adjustment for anti-dilution. | ||||
Class of warrant or right aggregate shares | 142,111 | ||||
Class of warrant or right exercise price | $ 3.33 | ||||
Class of warrant or right expiration period | 5 years | ||||
Series E Convertible Preferred Stock | |||||
Debt Instrument [Line Items] | |||||
Conversion Price Per Share | $ 1.2706 | ||||
Class of warrant or right aggregate shares | 37,554 | ||||
Class of warrant or right exercise price | $ 33.27 | ||||
Class of warrant or right expiration period | 5 years | ||||
Series D Convertible Preferred Stock | |||||
Debt Instrument [Line Items] | |||||
Conversion Price Per Share | $ 1.2706 | ||||
Series CC Convertible Preferred Stock | |||||
Debt Instrument [Line Items] | |||||
Conversion Price Per Share | 1.2706 | ||||
Series BB Convertible Preferred Stock | |||||
Debt Instrument [Line Items] | |||||
Conversion Price Per Share | 1.2706 | ||||
Series BB-1 Convertible Preferred Stock | |||||
Debt Instrument [Line Items] | |||||
Conversion Price Per Share | 1.3843 | ||||
Series AA Convertible Preferred Stock | |||||
Debt Instrument [Line Items] | |||||
Conversion Price Per Share | $ 1 | ||||
Series A Convertible Preferred Stock | |||||
Debt Instrument [Line Items] | |||||
Class of warrant or right aggregate shares | 1,289 | ||||
Class of warrant or right exercise price | $ 26.18 | ||||
Class of warrant or right expiration period | 7 years |
Schedule of Series of Shares Au
Schedule of Series of Shares Authorized, Issued, Outstanding and Liquidation Preference Per Share (Detail) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
Class of Stock [Line Items] | ||
Shares Authorized | 0 | 88,469,871 |
Shares Issued | 0 | 87,405,011 |
Shares Outstanding | 0 | 87,405,011 |
Series AA Convertible Preferred Stock | ||
Class of Stock [Line Items] | ||
Shares Authorized | 7,327,166 | |
Shares Issued | 7,327,166 | |
Shares Outstanding | 7,327,166 | |
Liquidation Preference Per Share | $ 1 | |
Series BB Convertible Preferred Stock | ||
Class of Stock [Line Items] | ||
Shares Authorized | 23,104,618 | |
Shares Issued | 23,104,618 | |
Shares Outstanding | 23,104,618 | |
Liquidation Preference Per Share | $ 1.2706 | |
Series BB-1 Convertible Preferred Stock | ||
Class of Stock [Line Items] | ||
Shares Authorized | 5,978,477 | |
Shares Issued | 5,978,477 | |
Shares Outstanding | 5,978,477 | |
Liquidation Preference Per Share | $ 1.5054 | |
Series CC Convertible Preferred Stock | ||
Class of Stock [Line Items] | ||
Shares Authorized | 46,429,980 | |
Shares Issued | 46,429,980 | |
Shares Outstanding | 46,429,980 | |
Liquidation Preference Per Share | $ 1.2706 | |
Series D Convertible Preferred Stock | ||
Class of Stock [Line Items] | ||
Shares Authorized | 629,630 | |
Shares Issued | 629,630 | |
Shares Outstanding | 629,630 | |
Liquidation Preference Per Share | $ 6.3530 | |
Series E Convertible Preferred Stock | ||
Class of Stock [Line Items] | ||
Shares Authorized | 5,000,000 | |
Shares Issued | 3,935,140 | |
Shares Outstanding | 3,935,140 | |
Liquidation Preference Per Share | $ 2.5412 |
Stock Based Compensation - Addi
Stock Based Compensation - Additional Information (Detail) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($)$ / sharesshares | Dec. 31, 2013USD ($)$ / sharesshares | Aug. 18, 2015shares | Mar. 05, 2015 | Dec. 31, 2012$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Options outstanding | 2,199,509 | 250,255 | 245,849 | 193,177 | ||
Number of common stock available for future grant | 103,129 | |||||
Options, Outstanding, Weighted Average Exercise Price | $ / shares | $ 9.84 | $ 8.96 | $ 8.88 | $ 8.12 | ||
Stock-based compensation expense | $ | $ 326 | $ 244 | $ 298 | |||
Employee Stock Option | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Expected dividend yield | 0.00% | 0.00% | 0.00% | |||
Non Employee Stock Option | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Expected dividend yield | 0.00% | 0.00% | 0.00% | |||
Options, Grants in Period | 19,760 | 12,415 | 5,717 | |||
Options, Outstanding, Weighted Average Exercise Price | $ / shares | $ 6.52 | $ 7.60 | $ 11.51 | |||
Stock-based compensation expense | $ | $ 40 | $ 100 | $ 100 | |||
Non Employee Stock Option | Minimum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award Vesting Period | 1 year | |||||
Non Employee Stock Option | Maximum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award Vesting Period | 4 years | |||||
Old Catalysts | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Options outstanding | 230,997 | |||||
Old Catalysts | Stand Alone Options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Options outstanding | 35,545 | |||||
2004 Stock Plan | Employee Stock Option | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Expected dividend yield | 0.00% | |||||
Unrecognized employee stock based compensation expense | $ | $ 1,600 | |||||
Unrecognized employee stock based compensation expense, period for recognition | 3 years 4 months 21 days | |||||
2006 Stock Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Options outstanding | 1,420,823 | |||||
Number of common stock available for future grant | 591,757 | |||||
2015 Purchase Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of common stock available for future grant | 103,129 | 591,757 | ||||
Number of shares authorized for issuance | 0 | |||||
Shares remaining outstanding | 103,129 | |||||
Amended and Restated Two Thousand Five Stock Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Description of reverse stock split | Seven-for-one reverse stock split | |||||
Merger Agreement | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock exchange rate | 0.0382 | 0.0382 |
Summary of Option Activity (Det
Summary of Option Activity (Detail) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | ||
Number of Shares Underlying Outstanding Options | |||||
Number of Shares Underlying Outstanding Options, Beginning Balance | 250,255 | 245,849 | 193,177 | ||
Number of Shares Underlying Outstanding Options, Options granted | 675,585 | 12,415 | 57,313 | ||
Number of Shares Underlying Outstanding Options, Options exercised | (3,820) | (5,730) | |||
Number of Shares Underlying Outstanding Options, Options forfeited | (36,547) | (2,279) | (4,641) | ||
Number of Shares Underlying Outstanding Options, Ending Balance | 2,199,509 | 250,255 | 245,849 | 193,177 | |
Number of Shares Underlying Outstanding Options, Options assumed in merger | [1] | 1,420,823 | |||
Number of Shares Underlying Outstanding Options, Options canceled | (106,787) | ||||
Number of Shares Underlying Outstanding Options, Exercisable- December 31, 2015 | 1,560,477 | ||||
Number of Shares Underlying Outstanding Options, Vested and expected to vest - December 31, 2015 | 2,139,323 | ||||
Shares Available to be granted - December 31, 2015 | 103,129 | ||||
Weighted- Average Exercise Price | |||||
Weighted- Average Exercise Price, Beginning Balance | $ 8.96 | $ 8.88 | $ 8.12 | ||
Weighted- Average Exercise Price, Options exercised, Options granted | 2.98 | 7.59 | |||
Weighted- Average Exercise Price, Options exercised | 3.38 | 4.36 | 11.52 | ||
Weighted- Average Exercise Price, Options forfeited | 8.48 | 3.82 | 9.45 | ||
Weighted- Average Exercise Price, Ending Balance | 9.84 | $ 8.96 | $ 8.88 | $ 8.12 | |
Weighted- Average Exercise Price, Options assumed in merger | [1] | 15.16 | |||
Weighted- Average Exercise Price, Options canceled | 47.20 | ||||
Weighted- Average Exercise Price, Exercisable - December 31, 2015 | 11.99 | ||||
Weighted- Average Exercise Price, Vested and expected to vest - December 31, 2015 | $ 9.99 | ||||
Weighted Average Remaining Contractual Term | |||||
Outstanding - December 31, 2012 | 5 years 6 months 4 days | 6 years 2 months 5 days | 6 years 3 months 15 days | ||
Options granted | 9 years 9 months 22 days | ||||
Outstanding - December 31, 2015 | 4 years 6 months 4 days | ||||
Exercisable - December 31, 2015 | 2 years 4 months 13 days | ||||
Vested and expected to vest - December 31, 2015 | 4 years 4 months 13 days | ||||
Aggregate Intrinsic Value | |||||
Outstanding - December 31, 2012 | $ 6,290 | ||||
Outstanding - December 31, 2015 | $ 11,060 | ||||
Exercisable - December 31, 2015 | $ 8,080 | ||||
[1] | In connection with the merger, the Company assumed stock options covering an aggregate of 1,420,823 shares of common stock. The company also assumed 2,856 shares of Restricted Stock Awards which vest in two equal annual installments beginning on December 31, 2015 and fully vesting on December 31, 2016. Total stock based compensation related to these restricted stock awards was $6,052 for year ended December 31, 2015. |
Summary of Option Activity (Par
Summary of Option Activity (Parenthetical) (Detail) | 12 Months Ended | |
Dec. 31, 2015USD ($)shares | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Shares Underlying Outstanding Options, Options assumed in merger | 1,420,823 | [1] |
Restricted Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of restricted stock awards, assumed in merger | 2,856 | |
Number of Shares Underlying Outstanding Options, Options assumed in merger | 1,420,823 | |
Number of equal annual installments | 2 | |
Total stock based compensation | $ | $ 6,052 | |
[1] | In connection with the merger, the Company assumed stock options covering an aggregate of 1,420,823 shares of common stock. The company also assumed 2,856 shares of Restricted Stock Awards which vest in two equal annual installments beginning on December 31, 2015 and fully vesting on December 31, 2016. Total stock based compensation related to these restricted stock awards was $6,052 for year ended December 31, 2015. |
Summary of Stock-Based Compensa
Summary of Stock-Based Compensation Recognized (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total stock-based compensation | $ 326 | $ 244 | $ 298 |
Research and development | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total stock-based compensation | 95 | 81 | 127 |
General and Administrative | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total stock-based compensation | $ 231 | $ 163 | $ 171 |
Fair Values of Stock Options Es
Fair Values of Stock Options Estimated Using Black-Scholes Valuation Model (Detail) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Employee Stock Option | |||
Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions Black Scholes Method Used [Line Items] | |||
Expected term | 5 years 6 months 22 days | 5 years 1 month 21 days | 5 years 11 months 23 days |
Expected volatility | 68.64% | 64.62% | 78.15% |
Risk-free interest rate | 1.34% | 1.61% | 1.06% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Non Employee Stock Option | |||
Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions Black Scholes Method Used [Line Items] | |||
Expected term | 5 years 7 months 21 days | 5 years 1 month 21 days | 5 years 11 months 23 days |
Expected volatility | 69.98% | 64.62% | 78.00% |
Risk-free interest rate | 1.30% | 1.61% | 1.06% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Reconciliation of Statutory Fed
Reconciliation of Statutory Federal Income Tax (benefit) Rate to Company's Effective Tax Rate (Detail) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Examination [Line Items] | ||
Tax at statutory federal rate | 34.00% | 34.00% |
State Tax (benefit)-net of federal benefit | 1.33% | (3.24%) |
Permanent differences | (8.00%) | 1.83% |
R&D Credits | 11.59% | 1.97% |
Derecognition due to Sec. 382 and 383 Limitations | (240.87%) | 0.00% |
Change in Valuation Allowance | 204.17% | (34.25%) |
Other | (2.22%) | (0.31%) |
Effective tax rate | 0.00% | 0.00% |
Components of Company's Deferre
Components of Company's Deferred Tax Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred tax assets: | ||
Accruals and reserves | $ 1,285 | $ 1,382 |
Net Operating Loss Carry forward | 17,650 | 44,083 |
R&D Tax Credit Carry forward | 2,625 | 6,467 |
Fixed and intangible assets | 95 | 43 |
Valuation Allowance | (21,655) | (51,975) |
Net deferred tax assets: | $ 0 | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2007 | |
Income Tax [Line Items] | ||||
Gross federal R&D tax credit-related DTAs derecognized | $ 5,600 | |||
Unrecognized tax benefit | 1,314 | $ 2,570 | $ 2,517 | |
Windfall Stock Based Compensation Deductions | ||||
Income Tax [Line Items] | ||||
Net operating loss carryforwards | 20 | |||
Federal Income Tax | ||||
Income Tax [Line Items] | ||||
Net operating loss carryforwards | $ 44,800 | $ 78,500 | ||
Net operating loss carry forwards expire period | Dec. 31, 2025 | |||
Net operating loss carryforward,derecognized | $ 26,700 | |||
State Income Tax | ||||
Income Tax [Line Items] | ||||
Net operating loss carryforwards | $ 41,600 | |||
Net operating loss carry forwards expire period | Dec. 31, 2016 | |||
Tax credit carryforwards available to offset future federal tax liabilities | $ 5,200 | |||
CALIFORNIA | ||||
Income Tax [Line Items] | ||||
Net operating loss carryforwards | 61,900 | |||
Net operating loss carryforward,derecognized | $ 3,300 |
Unrecognized tax benefit (Detai
Unrecognized tax benefit (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Reconciliation of Unrecognized Tax Benefits [Line Items] | ||
Beginning Balance | $ 2,570 | $ 2,517 |
Increase/(Decrease) of unrecognized tax benefits taken in prior years | (1,347) | |
Increase/(Decrease) of unrecognized tax benefits related to current year | 91 | 53 |
Ending Balance | $ 1,314 | $ 2,570 |
Collaborations - Additional Inf
Collaborations - Additional Information (Detail) $ in Thousands | Apr. 02, 2015 | Aug. 20, 2013USD ($)Licenses | Jun. 16, 2013USD ($) | Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Sep. 30, 2014USD ($) | Jun. 30, 2014USD ($) | Mar. 31, 2014USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) |
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||||||||||||||
Contract revenue | $ 109 | $ 109 | $ 860 | $ 672 | $ 672 | $ 547 | $ 297 | $ 297 | $ 1,750 | $ 1,813 | $ 523 | |||
Pfizer Inc | ||||||||||||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||||||||||||||
Number of Non-refundable annual license maintenance payments | Licenses | 2 | |||||||||||||
Non-refundable annual license maintenance payments | $ 1,500 | |||||||||||||
Effective termination notice period | 60 days | |||||||||||||
Deferred revenue | 0 | 1,300 | 0 | 1,300 | ||||||||||
Collaboration contract revenue | 1,300 | 1,400 | 300 | |||||||||||
Pfizer Inc | Period 1 | ||||||||||||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||||||||||||||
license maintenance payable period | Aug. 1, 2014 | |||||||||||||
Pfizer Inc | Period 2 | ||||||||||||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||||||||||||||
license maintenance payable period | Aug. 1, 2013 | |||||||||||||
ISU Abxis | ||||||||||||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||||||||||||||
Deferred revenue | $ 700 | $ 1,200 | 700 | 1,200 | ||||||||||
Contract revenue | $ 400 | $ 400 | $ 100 | |||||||||||
Deferred revenue recognition period | 4 years | |||||||||||||
ISU Abxis | Up Front Payment | ||||||||||||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||||||||||||||
Amount received for research and development process | $ 1,750 |
Basic and Diluted Net Loss Per
Basic and Diluted Net Loss Per Common Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Net loss | $ (5,129) | $ (5,051) | $ (1,724) | $ (2,858) | $ (1,302) | $ (1,502) | $ (2,075) | $ (1,734) | $ (14,762) | $ (6,613) | $ (9,966) |
Weighted-average number of shares used in computing net loss per share, basic and diluted | 4,429,093 | 367,586 | 365,214 | ||||||||
Net loss per share, basic and diluted | $ (0.45) | $ (0.93) | $ (4.60) | $ (7.67) | $ (3.51) | $ (4.08) | $ (5.68) | $ (4.75) | $ (3.33) | $ (17.99) | $ (27.29) |
Anti-dilutive Security not Incl
Anti-dilutive Security not Included In Diluted per Share Calculations (Detail) - shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti dilutive securities | 6,053,589 | 3,627,995 | 3,448,300 |
Convertible Preferred Stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti dilutive securities | 3,338,871 | 3,188,549 | |
Options To Purchase Common Stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti dilutive securities | 2,200,890 | 250,255 | 257,889 |
Convertible Preferred Stock Warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti dilutive securities | 37,580 | ||
Common Stock Warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti dilutive securities | 180,954 | 1,289 | 1,862 |
Redeemable Convertible Notes | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti dilutive securities | 3,671,745 |
Quarterly Financial Data (Detai
Quarterly Financial Data (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Quarterly Financial Data [Line Items] | |||||||||||
Contract revenue | $ 109 | $ 109 | $ 860 | $ 672 | $ 672 | $ 547 | $ 297 | $ 297 | $ 1,750 | $ 1,813 | $ 523 |
Total operating expenses | 4,794 | 3,994 | 3,060 | 3,704 | 2,470 | 2,185 | 2,507 | 2,160 | 15,552 | 9,322 | 10,643 |
Loss from operations | (4,683) | (3,885) | (2,201) | (3,033) | (1,798) | (1,638) | (2,210) | (1,863) | (13,802) | (7,509) | (10,120) |
Net loss | $ (5,129) | $ (5,051) | $ (1,724) | $ (2,858) | $ (1,302) | $ (1,502) | $ (2,075) | $ (1,734) | $ (14,762) | $ (6,613) | $ (9,966) |
Net loss per share- basic and diluted | $ (0.45) | $ (0.93) | $ (4.60) | $ (7.67) | $ (3.51) | $ (4.08) | $ (5.68) | $ (4.75) | $ (3.33) | $ (17.99) | $ (27.29) |