Madrigal Pharmaceuticals (MDGL) 10-Q 14 Nov 16 2016 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2016	Nov. 11, 2016
Document and Entity Information
Entity Registrant Name	MADRIGAL PHARMACEUTICALS, INC.
Entity Central Index Key	1,157,601
Document Type	10-Q
Document Period End Date	Sep. 30, 2016
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		11,570,149
Document Fiscal Year Focus	2,016
Document Fiscal Period Focus	Q3

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2016	Dec. 31, 2015
Current assets:
Cash and cash equivalents	$ 8,393,302	$ 306,249
Marketable securities	31,164,553
Other receivable - related party		7,332
Prepaid expenses and other current assets	1,632,783	50,000
Total current assets	41,190,638	363,581
Property and equipment, net	1,476
Goodwill and other intangibles assets	315,070
Total assets	41,507,184	363,581
Current liabilities:
Accounts payable	1,159,836	102,293
Accrued expenses	2,755,554	70,203
Convertible promissory notes payable - related parties		48,595,166
Advances payable - related party		500,000
Accrued interest on advances - related party		9,278
Total current liabilities	3,915,390	49,276,940
Total liabilities	3,915,390	49,276,940
Stockholders' equity:
Preferred stock, par value $0.0001 per share authorized: 5,000,000 shares at September 30, 2016 and December 31, 2015; no shares issued and outstanding at each of September 30, 2016 and December 31, 2015
Common stock, par value $0.0001 per share authorized: 200,000,000 and 50,000,000 shares at September 30, 2016 and December 31, 2015, respectively; 11,570,149 and 1,105,820 shares issued and outstanding at September 30, 2016 and December 31, 2015, respectively	1,157	111
Additional paid-in-capital	105,161,301	6,120
Accumulated other comprehensive income	(12,485)
Accumulated deficit	(67,558,179)	(48,919,590)
Total stockholders' equity (deficit)	37,591,794	(48,913,359)
Total liabilities and stockholders' equity	$ 41,507,184	$ 363,581

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2016	Dec. 31, 2015
Condensed Consolidated Balance Sheets
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, Authorized shares	5,000,000	5,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, Authorized shares	200,000,000	50,000,000
Common stock, shares issued	11,570,149	1,105,820
Common stock, shares outstanding	11,570,149	1,105,820

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Operating expenses:
Research and development	$ 7,804,921	$ 682,588	$ 10,409,502	$ 1,653,922
General and administrative	6,285,597	197,441	7,058,345	660,642
Total operating expenses	14,090,518	880,029	17,467,847	2,314,564
Loss from operations	(14,090,518)	(880,029)	(17,467,847)	(2,314,564)
Interest income (expense), net	41,778	(919,805)	(1,170,742)	(2,647,530)
Net loss	$ (14,048,740)	$ (1,799,834)	$ (18,638,589)	$ (4,962,094)
Net loss per common share:
Basic and diluted net loss per common share (in dollars per share)	$ (1.34)	$ (0.25)	$ (2.24)	$ (0.68)
Basic and diluted weighted average number of common shares outstanding	10,462,182	7,253,655	8,329,548	7,253,655

Condensed Consolidated Stateme5

Condensed Consolidated Statements of Comprehensive Loss - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Condensed Consolidated Statements of Comprehensive Loss
Net loss	$ (14,048,740)	$ (1,799,834)	$ (18,638,589)	$ (4,962,094)
Other comprehensive income (loss):
Unrealized gain (loss) on available-for-sale securities	(12,485)		(12,485)
Comprehensive loss	$ (14,061,225)	$ (1,799,834)	$ (18,651,074)	$ (4,962,094)

Condensed Consolidated Stateme6

Condensed Consolidated Statements of Cash Flows - USD ($)	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Cash flows from operating activities:
Net loss	$ (18,638,589)	$ (4,962,094)
Adjustments to reconcile net loss to net cash used in operating activities:
PIK interest expense on convertible promissory notes payable - related parties	1,206,853	2,647,529
Stock-based compensation expense and share based payments	8,102,939
Changes in operating assets and liabilities:
Other receivable - related parties	7,332	44,494
Prepaid expense	282,158	(50,000)
Accounts payable	269,743	329,562
Accrued expense	(3,563,700)	(55,000)
Accrued interest - related party	5,677
Net cash used in operating activities	(12,327,587)	(2,045,509)
Cash flows from investing activities:
Cash received from merger transaction	5,849,278
Purchases of marketable securities	(2,994,698)
Sales and maturities of marketable securities	8,578,846
Purchases of property and equipment	(1,476)
Net proceeds from the sale of property and equipment	482,440
Net cash provided by in investing activities	11,914,390
Cash flows from financing activities:
Proceeds from convertible notes - related parties	8,500,250	1,450,000
Proceeds from advances - related party		500,000
Net cash provided by financing activities	8,500,250	1,950,000
Net increase (decrease) in cash and cash equivalents	8,087,053	(95,509)
Cash and cash equivalents at beginning of period	306,249	148,066
Cash and cash equivalents at end of period	8,393,302	$ 52,557
Supplemental disclosure of non-cash financing activities:
Exchange of related party advances payable for convertible notes	500,000
Related party debt restructuring	$ 13,680,000

Organization, Business and Basi

Organization, Business and Basis of Presentation	9 Months Ended
	Sep. 30, 2016
Organization, Business and Basis of Presentation
Organization, Business and Basis of Presentation	1. Organization, Business and Basis of Presentation Organization and Business Madrigal Pharmaceuticals, Inc. (the “Company” or “Madrigal”) was incorporated on August 19, 2011 and commenced operations in September 2011. On September 14, 2011, the Company entered into an Assignment and Issuance Agreement pursuant to which the Company was assigned the rights, title and interest in and to the tangible and intangible assets owned by Bay City Capital Fund IV, L.P. (“Lender A”) and Bay City Capital Fund IV Co-Investment Fund, L.P (“Lender B” and together with Lender A, “BCC”), in exchange for the assumption of outstanding convertible promissory notes, including accrued interest, in the amount of approximately $23,400,000 (see Note 6). Assets contributed to the Company were primarily intangible assets related to several drug development programs of VIA Pharmaceuticals, Inc. (“VIA”), which was an investee company of BCC. The underlying assets of VIA transferred to BCC and subsequently contributed to the Company were notionally valued at $3 million. BCC credit bid $3 million for the VIA assets as part of an assignment for the benefit of creditors process. Due to the common control nature of the transaction and in accordance with accounting principles generally accepted in the United States of America (“GAAP”), the assigned assets and liabilities were recorded by the Company at their respective carryover basis which was zero for the tangible and intangible assets and $23.4 million for the assumed debt. In 2012, Madrigal entered into a transaction with Tallikut Pharmaceuticals, Inc. (“Tallikut”) whereby Madrigal sold certain assets to Tallikut in exchange for the assumption of $2 million of convertible promissory notes. On July 22, 2016 the Company completed a reverse merger (the “Merger”) into Synta Pharmaceuticals Corp. (“Synta”) (see Note 3) The Company is developing novel, high-quality small-molecule drugs addressing major unmet needs in cardiovascular and metabolic diseases. The lead compound MGL-3196 is being advanced for non-alcoholic steatohepatitis (NASH), a liver disease that commonly affects people with metabolic diseases such as obesity and diabetes, and indications in dyslipidemia, particularly LDL-cholesterol lowering. The Company initiated a Phase II study of MGL-3196 in NASH in October of this year. Basis of Presentation Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) have been condensed or omitted. Accordingly, the unaudited condensed consolidated financial statements do not include all information and footnotes required by GAAP for complete annual financial statements. However, we believe that the disclosures included in these financial statements are adequate to make the information presented not misleading. The unaudited condensed financial statements, in the opinion of management, reflect all adjustments which include normal recurring adjustments necessary for a fair statement of such interim results. The interim results are not necessarily indicative of the results that we will have for the full year ended December 31, 2016 or any subsequent period. These unaudited condensed financial statements should be read in conjunction with the audited consolidated financial statements and the notes to those statements for the year ended December 31, 2015.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2016
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies	2. Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. The Company bases its estimates on historical experience and various other assumptions that management believes to be reasonable under the circumstances. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents. The Company maintains its cash in bank accounts, the balance of which, at times, exceeds Federal Deposit Insurance Corporation insured limits. The primary objective of the Company’s investment activities is to preserve its capital for the purpose of funding operations and the Company does not enter into investments for trading or speculative purposes. The Company’s cash is deposited in highly rated financial institutions in the United States. The Company invests in money market funds and high-grade, short-term commercial paper and corporate bonds, which management believes are subject to minimal credit and market risk. Marketable Securities Marketable securities consist of investments in high-grade corporate obligations, and government and government agency obligations that are classified as available-for-sale. Since these securities are available to fund current operations they are classified as current assets on the consolidated balance sheets. The Company adjusts the cost of available-for-sale debt securities for amortization of premiums and accretion of discounts to maturity. The Company includes such amortization and accretion as a component of interest income, net. Realized gains and losses and declines in value, if any, that the Company judges to be other-than-temporary on available-for-sale securities are reported as a component of interest income, net. To determine whether an other-than-temporary impairment exists, the Company considers whether it intends to sell the debt security and, if the Company does not intend to sell the debt security, it considers available evidence to assess whether it is more likely than not that it will be required to sell the security before the recovery of its amortized cost basis. During the three months and nine months ended September 30, 2016 and 2015, the Company determined it did not have any securities that were other-than-temporarily impaired. Marketable securities are stated at fair value, including accrued interest, with their unrealized gains and losses included as a component of accumulated other comprehensive income or loss, which is a separate component of stockholders’ equity. The fair value of these securities is based on quoted prices and observable inputs on a recurring basis. Realized gains and losses are determined on the specific identification method. During the three months and nine months ended September 30, 2016 and 2015, the Company did not have any realized gains or losses on marketable securities. Fair Value of Financial Instruments The carrying amounts of the Company’s financial instruments, which include cash equivalents, and marketable securities, approximate their fair values. The fair value of the Company’s financial instruments reflects the amounts that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy has the following three levels: Level 1—quoted prices in active markets for identical assets and liabilities. Level 2—observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3—unobservable inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability. Financial assets and liabilities are classified in their entirety within the fair value hierarchy based on the lowest level of input that is significant to the fair value measurement. The Company measures the fair value of its marketable securities by taking into consideration valuations obtained from third-party pricing sources. The pricing services utilize industry standard valuation models, including both income and market based approaches, for which all significant inputs are observable, either directly or indirectly, to estimate fair value. These inputs include reported trades of and broker-dealer quotes on the same or similar securities, issuer credit spreads, benchmark securities and other observable inputs. As of September 30, 2016, the Company’s financial assets valued based on Level 1 inputs consisted of cash and cash equivalents in a money market fund and its financial assets valued based on Level 2 inputs consisted of high-grade corporate bonds and commercial paper. During the three months and nine months ended September 30, 2016 and 2015, the Company did not have any transfers of financials assets between Levels 1 and 2. As of September 30, 2016, the Company did not have any financial liabilities that were recorded at fair value on a recurring basis on the balance sheet. Research and Development Costs Research and development costs are expensed as incurred. Research and development costs are comprised of costs incurred in performing research and development activities, including internal costs (including stock-based compensation), costs for consultants, and other costs associated with the Company’s preclinical and clinical programs. In particular, Madrigal has conducted safety studies in animals, optimized and implemented the API manufacturing, and conducted Phase I & II clinical trials, all of which are considered research and development expenditures. Patents Costs to secure and defend patents are expensed as incurred and are classified as general and administrative expense in the Company’s statements of operations. Patent expenses were approximately $131,000 and $20,000 for the quarters ended September 30, 2016 and 2015, respectively and $169,000 and $160,000 for the nine months ended September 30, 2016 and 2015, respectively. Stock-Based Compensation The Company recognizes stock-based compensation expense based on the grant date fair value of stock options granted to employees, officers and directors. The Company uses the Black-Scholes option pricing model to determine the grant date fair value as management believes it is the most appropriate valuation method for its option grants. The Black-Scholes model requires inputs for risk-free interest rate, dividend yield, volatility and expected lives of the options. Certain of the employee stock options granted by the Company are structured to qualify as incentive stock options (ISOs). Under current tax regulations, the Company does not receive a tax deduction for the issuance, exercise or disposition of ISOs if the employee meets certain holding requirements. If the employee does not meet the holding requirements, a disqualifying disposition occurs, at which time the Company may receive a tax deduction. The Company does not record tax benefits related to ISOs unless and until a disqualifying disposition is reported. In the event of a disqualifying disposition, the entire tax benefit is recorded as a reduction of income tax expense. The Company has not recognized any income tax benefit for its share-based compensation arrangements due to the fact that the Company does not believe it is more likely than not it will realize the related deferred tax assets. Income Taxes The Company uses the asset and liability method to account for income taxes. Deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the Company’s financial statement carrying amounts and the tax basis of assets and liabilities using enacted tax rates expected to be in effect in the years in which the differences are expected to reverse. The Company currently maintains a 100% valuation allowance on its deferred tax assets. Basic and Diluted Loss Per Common Share Basic net loss per share is computed using the weighted average number of common shares outstanding during the period, excluding restricted stock that has been issued but is not yet vested. Diluted net loss per common share is computed using the weighted average number of common shares outstanding and the weighted average dilutive potential common shares outstanding using the treasury stock method. However, for the three months and nine months ended September 30, 2016 and 2015, diluted net loss per share is the same as basic net loss per share as the inclusion of weighted average shares of unvested restricted common stock and common stock issuable upon the exercise of stock options would be anti-dilutive. The following table summarizes outstanding securities not included in the computation of diluted net loss per common share as their inclusion would be anti-dilutive: September 30, 2016 2015 Common stock options — Unvested restricted common stock — Recent Accounting Pronouncements In August 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2016-15, “Statement of Cash Flows (Topic 230): Clarification of Certain Cash Receipts and Cash Payments.” The objective of ASU 2016-15 is to eliminate the diversity in practice related to the classification of certain cash receipts and payments in the statement of cash flows, by adding or clarifying guidance on eight specific cash flow issues. For public business entities, ASU 2016-15 is effective for annual and interim reporting periods beginning after December 15, 2017, with early adoption permitted. ASU 2015-16 provides that the amendments in the update should be applied retrospectively to all periods presented, unless deemed impracticable, in which case, prospective application is permitted. The Company is currently evaluating the impact this standard may have on our financial statements. In March 2016, the FASB, issued ASU No. 2016-09, “Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting,” which changes the accounting for certain aspects of share-based payments to employees. The amendments in this ASU require the recognition of the income tax effects of awards in the income statement when the awards vest or are settled, thus eliminating additional paid-in capital pools. The standard also allows the employer to repurchase more of an employee’s shares for tax withholding purposes without triggering liability accounting. In addition, the standard allows for a policy election to account for tax forfeitures as they occur rather than on an estimated basis. The amendments in this ASU are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The Company is currently evaluating the impact of adopting this standard. In January 2016, the FASB issued ASU No. 2016-01, “Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities,” which amends the guidance in U.S. generally accepted accounting principles on the classification and measurement of financial instruments. Changes to the current guidance primarily affect the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. In addition, the ASU clarifies guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities. The amendments in this ASU are effective for fiscal years and interim periods beginning after December 15, 2017, and are to be adopted by means of a cumulative-effect adjustment to the balance sheet at the beginning of the first reporting period in which the guidance is effective. Early adoption is not permitted except for the provision to record fair value changes for financial liabilities under the fair value option resulting from instrument-specific credit risk in other comprehensive income. The Company is currently evaluating the impact of adopting this standard. In August 2014, the FASB issued ASU No. 2014-15, — Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern . This ASU is intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern within one year of the date of issuance of the entity’s financial statements and to provide related footnote disclosures. This guidance is effective for fiscal years ending after December 15, 2016, with early application permitted. If this standard had been adopted as of September 30, 2016, the Company believes that it would have concluded there was not substantial doubt about its ability to continue as a going concern. However, the Company faces risks and uncertainties, as further described in Note 1, Nature of Business¸ that would have been considered in this analysis. The adoption of this guidance may have an effect on the Company’s disclosures in future periods. In June 2014, the FASB issued ASU No. 2014-12, — Compensation—Stock Compensation (Topic 718), Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period . ASU No. 2014-12 requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. The amendments in this update apply prospectively to all share-based payment awards that are granted or modified on or after the effective date, or retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the consolidated financial statements, and to all new or modified awards thereafter. ASU No. 2014-12 is effective for annual periods and interim periods within those annual periods, beginning after December 15, 2015. The Company adopted ASU No. 2014-12 effective January 1, 2016.

Reverse Merger

Reverse Merger	9 Months Ended
	Sep. 30, 2016
Reverse Merger
Reverse Merger	3. Reverse Merger On July 22, 2016, the Company, Synta and Saffron Merger Sub, Inc., a wholly-owned subsidiary of Synta (“Merger Sub”), completed their merger transaction pursuant to which Merger Sub merged with and into the Company with the Company becoming a wholly-owned subsidiary of Synta and the surviving corporation of the merger. Each outstanding share of private Madrigal common stock was converted into 0.1593 shares of common stock of the post-merger combined company. As a result, Synta issued 7.3 million shares of common stock to the stockholders of private Madrigal in exchange for common shares of private Madrigal. For accounting purposes, the Company is considered to be acquiring Synta in the merger. The Company was determined to be the accounting acquirer based upon the terms of the Merger Agreement and other factors including: (i) Madrigal security holders own approximately 64% of the voting interests of the combined company immediately following the closing of the merger; (ii) directors appointed by Madrigal hold a majority of board seats in the combined company; and (iii) Madrigal management hold a majority of the key positions in the management of the combined company. As the accounting acquirer, the Company’s assets and liabilities continue to be recorded at their historical carrying amounts and the historical operations that will be reflected in the financial statements will be those of the Company. Immediately prior to the closing of the merger, Synta completed a one-for-35 reverse stock split. Following the reverse stock split and the merger, the post-merger combined company had approximately 11.3 million shares outstanding and the former stockholders of the Company owned approximately 64% of the outstanding capital stock of the post-merger combined company. Upon the closing of the merger transaction, the Company incurred an expense for a success fee of $750,000 in cash plus $500,000 settled in shares of the post-merger combined company’s common stock with a third party financial advisor. Purchase Price Pursuant to the Merger Agreement, Synta issued to Madrigal stockholders a number of shares of Synta common stock representing approximately 64% of the outstanding shares of common stock of the combined company. The purchase price, which represents the consideration transferred to Synta stockholders in the reverse merger is calculated based on the number of shares of common stock of the combined company that Synta stockholders will own as of the closing of the merger, which consists of the following: Number of shares of the combined company to be owned by Synta stockholders(1) Multiplied by the fair value of Synta common stock(2) $ Purchase price (in thousands) $ (1) Represents the number of shares of common stock of the combined company that Synta stockholders owned as of the closing of the merger pursuant to the Merger Agreement, including restricted stock awards and common stock underlying outstanding restricted stock units attributed to pre-combination services rendered by certain Synta employees and directors. This amount is calculated as 3,937,309 shares of Synta common stock outstanding as of July 22, 2016, including unvested restricted common stock, plus 95,425 shares of Synta common stock issuable pursuant to restricted stock units, net of tax withholdings, that vested immediately upon closing of the merger. The number of shares of common stock Synta issued to Madrigal stockholders was 7,253,655, calculated pursuant to the terms of the Merger Agreement based on Synta’s common stock outstanding as of July 22, 2016. (2) The fair value of Synta common stock used in determining the purchase price was $9.48, which was derived from the $0.2709 per share closing price of Synta common stock on July 21, 2016, the current price at the time of the closing, adjusted for the 1-for-35 reverse stock split. Under the acquisition method of accounting, the total purchase price is allocated to the acquired tangible and intangible assets and assumed liabilities of Synta based on their estimated fair values as of the merger closing date. The excess of the purchase price over the fair value of assets acquired and liabilities assumed, if any, is allocated to goodwill. The allocation of the purchase price to the acquired assets and liabilities assumed of Synta based on the fair values as of July 22, 2016 is as follows (in thousands): Cash, cash equivalents and marketable securities $ Prepaid expenses and other currents assets Property and equipment, net Accounts payable, accrued expenses and other liabilities ) Term loans and capital lease obligations ) In-process research and development Goodwill Net assets acquired $ The application of the acquisition method of accounting is dependent upon certain valuations and other studies that have yet to be completed. The purchase price allocation will remain preliminary until Madrigal management determines the final fair values of assets acquired and liabilities assumed. The final allocation may include (1) changes in fair values of property and equipment, (2) changes in allocations to in-process research and development and goodwill based on the results of certain valuations and other studies that have yet to be completed and (3) other changes to assets and liabilities. Convertible Promissory Notes-Related Parties Immediately prior to the consummation of the merger, the September 14, 2011, September 16, 2011 and March 1, 2016 (amended and restated April 13, 2016) convertible note issuances outstanding totaling $45.1 million on July 22 were converted into 7.1 million shares of common stock of the Company pursuant to their respective amended and restated terms. Bonus Plan Awards Pursuant to the terms of the Change in Control Bonus Plan, the participants therein received 0.6 million shares of common stock of the Company from certain former stockholders of the Company in connection with the merger, which represented 7.87% of Madrigal’s common shares outstanding at the time of the merger. The Company recorded $5.4 million in stock compensation associated with the transaction (see Note 9). Stock Based Compensation Following the consummation of the merger, the Company issued a combined 208,255 shares of restricted common stock and 557,386 stock options to purchase shares of common stock to the new Chief Executive Officer, Chief Medical Officer and Executive Vice President, and Chief Financial Officer and Senior Vice President.

Liquidity and Uncertainties

Liquidity and Uncertainties	9 Months Ended
	Sep. 30, 2016
Liquidity and Uncertainties
Liquidity and Uncertainties	4. Liquidity and Uncertainties The Company is subject to risks common to development stage companies in the Bio-Pharmaceutical industry including, but not limited to, uncertainty of product development and commercialization, dependence on key personnel, uncertainty of market acceptance of products and product reimbursement, product liability, uncertain protection of proprietary technology, potential inability to raise additional financing necessary for development and commercialization, and compliance with the U.S. Food and Drug Administration and other government regulations. The Company has incurred losses since inception, including approximately $18,639,000 for the nine months ended September 30, 2016, resulting in an accumulated deficit of approximately $67,558,000 as of September 30, 2016. Management expects to incur losses for the foreseeable future. To date, the Company has funded its operations primarily through the issuance of convertible debt (see Note 6) and the proceeds from the Merger on July 22, 2016 (see Note 3). The working capital obtained through the merger together with the conversion of all outstanding convertible notes is anticipated to fund the Company’s operations for at least the next twelve months from the balance sheet date.

Cash, Cash Equivalents and Mark

Cash, Cash Equivalents and Marketable Securities	9 Months Ended
	Sep. 30, 2016
Cash, Cash Equivalents and Marketable Securities
Cash, Cash Equivalents and Marketable Securities	5. Cash, Cash Equivalents and Marketable Securities A summary of cash, cash equivalents and available-for-sale marketable securities held by the Company as of September 30, 2016 and December 31, 2015 is as follows: September 30, 2016 Amortized Unrealized Unrealized Fair Cost gains losses value Cash and cash equivalents: Cash and money market funds (Level 1) $ $ — $ — $ Corporate debt securities due within 3 months of date of purchase (Level 2) — — — — Total cash and cash equivalents — — Marketable securities: Corporate debt securities due within 1 year of date of purchase (Level 2) ) Total cash, cash equivalents and marketable securities $ $ — $ ) $ December 31, 2015 Amortized Unrealized Unrealized Fair Cost gains Losses value Cash and cash equivalents: Cash and money market funds (Level 1) $ $ — $ — $ Total cash, cash equivalents and marketable securities $ $ — $ — $

Convertible Promissory Notes -

Convertible Promissory Notes - Related Parties	9 Months Ended
	Sep. 30, 2016
Convertible Promissory Notes - Related Parties
Convertible Promissory Notes - Related Parties	6. Convertible Promissory Notes — Related Parties Convertible Promissory Note Amendments: Effective April 13, 2016, the Lenders collectively waived all accrued and unpaid interest under all of the convertible notes. The total accrued and waived interest amounted to $13,680,000. The Lenders also agreed that no additional interest on these notes would be accrued through the date on which the Merger is consummated or terminated. On April 13, 2016, the Company reduced the convertible notes payable by the waived interest less $2,456,000 of accrued interest for the period April 14, 2016 through the maturity date of December 31, 2016, as required under Troubled Debt Restructuring accounting guidance. The net waived interest of $11,224,000 was recorded as an increase in Additional Paid in Capital (“APIC”) at the time of the amendment as the notes were held by related parties. The remaining $2,456,000 of accrued interest was recorded as an increase in APIC upon conversion at the Merger. September 14, 2011 Notes The Company was assigned convertible promissory notes (“the September 14, 2011 Notes”) pursuant to an Assignment and Issuance Agreement with Lender A and Lender B or collectively the “Lender(s)”. Lender A and Lender B are stockholders of the Company. Interest on the outstanding principal accrued and compounded monthly at 8% per annum. Accrued and unpaid interest was to be either paid upon principal repayment or converted with the outstanding principal amount. The notes were collateralized by all assets of the Company. The initial maturity date was December 31, 2012 but was amended on various dates extending the maturity date to December 31, 2016. The September 14, 2011 Notes could be converted as follows: (a) Optional Conversion — Third Party Financing . At any time following the closing of a preferred equity financing with an outside investor (“Third Party”), all outstanding principal and interest (“Accreted Value”) may, at the option of the Lenders, be converted into equity securities of the Company, having the same rights, preferences and privileges as the securities issued in the Third Party financing (“Third Party Led Securities”). The numbers of shares to be issued upon such conversion shall be equal to the quotient obtained by dividing (a) the Accreted Value on the date of conversion by (b) eighty percent (80%) of the per share purchase price of the Third Party Led Securities. (b) Optional Conversion — Series A Preferred Stock. At any time, all Accreted Value may, at the option of the Lenders, be converted into shares of the Company’s Series A Preferred Stock. The number of shares of Series A Preferred Stock to be issued upon such conversion shall be equal to the quotient obtained by dividing (a) the Accreted Value on the date of conversion by (b) the original issue prices of the Series A Preferred Stock. (c) Optional Conversion — Common Stock. At any time, Lenders may convert all or any portion of the Accreted Value of the Note into common shares of the Company with the number of common shares issuable upon such conversion to equal the quotient obtained by dividing (a) the Accreted Value on the date of conversion by (b) 14.29759. Any Third Party Led Securities and Series A Preferred Stock issued to the Lenders shall be convertible at any time at the option of Lenders into common stock of the Company. (d) Mandatory Conversion . If the principal and interest of the convertible note has not been repaid in full by the maturity date, the Accreted Value shall automatically convert into common stock of the Company. The conversion price shall equal to the per share value of the Company’s common stock at the time of conversion. September 14, 2011 Notes (Amended and Restated April 13, 2016) On April 13, 2016, the Company amended and restated the terms to modify the conversion terms to include the following: (a) Optional Conversion — Common Stock. At any time following the date on which the Merger Agreement is terminated as defined in the agreement, Lenders may convert all of the Accreted Value of the Note into common shares of the Company with the number of common shares issuable upon such conversion to equal the quotient obtained by dividing (a) the Accreted Value on the date of conversion by (b) 1.00. (b) Mandatory Conversion Upon a Merger with Synta. If a Merger was consummated prior to the maturity date all Accreted Value would automatically be converted into shares of Common Stock of the Company. The number of shares of Common Stock to be issued upon such conversion would be equal to the quotient obtained by dividing (a) the Accreted Value on the date of conversion by (b) 1.00. September 16, 2011 Notes The Company entered into a Note Purchase Agreement with Lender A and Lender B in which the Company agreed to sell and issue to the Lenders secured convertible promissory notes (“the September 16, 2011 Notes”). Interest on the outstanding principal accrued and compounded monthly at 8% per annum. Accrued and unpaid interest shall either be paid upon principal repayment or converted with the outstanding principal amount. The notes were collateralized by all assets of the Company. The initial maturity date was the earliest of October 31, 2012 or an event of default as defined in the agreement but such notes have been amended on various dates extending the maturity date to December 31, 2016. The September 16, 2011 notes can by converted as follows: (a) Optional Conversion — Third Party Financing . At any time following the closing of a preferred equity financing with a Third Party, all Accreted Value may, at the option of the Lenders, be converted into equity securities of the Company, having the same rights, preferences and privileges as the securities issued in the Third Party financing. The numbers of shares to be issued upon such conversion shall be equal to the quotient obtained by dividing (a) the Accreted Value on the date of conversion by (b) eighty percent (80%) of the per share purchase price of the Third Party Led Securities. In addition, the Company shall issue to each Lender, upon conversion of such Lender’s note, a warrant to purchase up to the number of shares of Third Party Led Securities sold in such Third Party Financing that equals the quotient obtained by dividing (a) ten percent (10%) of the original principal amount of the notes issued to such Lenders pursuant to the Note Purchase Agreement by (b) the per share purchase price of the Third Party Led Securities. The Company has not issued any warrants to date. (b) Optional Conversion — Series A Preferred Stock. At any time, all Accreted Value may, at the option of the Lenders, be converted into shares of the Company’s Series A Preferred Stock. The number of shares of Series A Preferred Stock to be issued upon such conversion shall be equal to the Quotient obtained by dividing (a) the Accreted Value on the date of conversion by (b) 14.29759. September 16, 2011 Notes (Amended and Restated April 13, 2016) On April 13, 2016, the Company amended and restated the terms to modify the conversion terms to include the following: (a) Optional Conversion — Common Stock. At any time following the date on which the Merger Agreement is terminated as defined in the agreement, Lenders may convert all of the Accreted Value of the Note into common shares of the Company with the number of common shares issuable upon such conversion to equal the quotient obtained by dividing (a) the Accreted Value on the date of conversion by (b) 1.00. (b) Optional Conversion — Series A Preferred Stock. At any time following the date on which the Merger Agreement is terminated as defined in the agreement, Lenders may convert all of the Accreted Value of the Note into Series A Preferred Stock of the Company, $0.0001 par value per share (“Series A Preferred Stock”) with the number of Series A Preferred Stock issuable upon such conversion to equal the quotient obtained by dividing (a) the Accreted Value on the date of conversion by (b) the original issue price of the Series A Preferred Stock, as adjusted for splits, dividends and the like. (c) Mandatory Conversion Upon a Merger with Synta. If a Merger was consummated prior to the maturity date all Accreted Value would automatically be converted into shares of Common Stock of the Company. The number of shares of Common Stock to be issued upon such conversion would be equal to the quotient obtained by dividing (a) the Accreted Value on the date of conversion by (b) 1.00. March 1, 2016 Notes On March 1, 2016, the Company entered into a Note Purchase Agreement with Lender A and Lender B in which the Company agreed to sell and issue to the Lenders secured convertible promissory notes (“the March 1, 2016 Notes”) in the amount of up to $2,000,000. Interest on the outstanding principal accrued and compounded monthly at 8% per annum. Accrued and unpaid interest shall either be paid upon repayment or converted with the outstanding principal amount. The notes were collateralized by all assets of the Company. The maturity date is the earliest of December 31, 2016 or an event of default as defined in the agreement. On March 1, 2016, the first closing date, $750,000 aggregate principal amount was issued. The March 1, 2016 notes could be converted as follows: (a) Optional Conversion — Third Party Financing. At any time following the closing of a preferred equity financing by the Company led by a Third Party, all Accreted Value may, at the option of the Lenders, be converted into equity securities of the Company, having the same rights, preferences and privileges as the securities issued in the Third Party financing . The numbers of shares to be issued upon such conversion shall be equal to the quotient obtained by dividing (a) the Accreted Value on the date of conversion by (b) the per share purchase price of the Third Party Led Securities. (b) Optional Conversion — Series A Preferred Stock. At any time, all Accreted Value may, at the option of the Lenders, be converted into shares of the Company’s Series A Preferred Stock. The number of shares of Series A Preferred Stock to be issued upon such conversion shall be equal to the Quotient obtained by dividing (a) the Accreted Value on the date of conversion by (b) the original issue price of the Series A Preferred Stock. (c) Optional Conversion — Common Stock . At any time, Lenders may convert all of the Accreted Value of the Note into common shares of the Company with the number of common shares issuable upon such conversion to equal the quotient obtained by dividing (a) the Accreted Value on the date of conversion by (b) the then per share fair market value of Common Stock. Any Third Party Led Securities and Series A Preferred Stock issued to the Lenders shall be convertible at any time at the option of Lenders into common stock of the Company. March 1, 2016 Notes (Amended and Restated April 13, 2016) On April 13, 2016, the Company amended and restated the terms of its March 1, 2016 Note Purchase Agreement to increase the principal amount of notes available for issuance to $9,000,000, to be funded at specific dates in accordance with a funding schedule, and to add two additional related party lenders (“Lender C and Lender D”). The notes were collateralized by all assets of the Company and are senior in right of payment to all outstanding indebtedness of the Company. The maturity date is the earliest of December 31, 2016, the date the Merger Agreement is terminated (see Note 3), or an event of default as defined in the agreement. The conversion terms of the March 1, 2016 notes were amended to include the following: (a) Optional Conversion-Qualified Financing. At any time following the closing of a preferred equity financing of the Company (a “Qualified Financing”), all Accreted Value may, at the option of the Lenders, be converted into equity securities of the Company of the same class and having the same rights, preferences and privileges as the securities issued in the Qualified Financing (the “Qualified Financing Securities”). The number of shares of Qualified Financing Securities to be issued upon such conversion shall be equal to the quotient obtained by dividing (a) the Accreted Value on the date of conversion by (b) the product of 0.85 times the lowest per share purchase price of the Qualified Financing Securities paid by the other investors in the Qualified Financing. (b) Optional Conversion — Series A Preferred Stock. At any time following the date on which the Merger Agreement is terminated as defined in the agreement, all Accreted Value may, at the option of the Lenders, be converted into shares of the Company’s Series A Preferred Stock. The number of shares of Series A Preferred Stock to be issued upon such conversion shall be equal to the Quotient obtained by dividing (a) the Accreted Value on the date of conversion by (b) the original issue price of the Series A Preferred Stock. (c) Optional Conversion — Common Stock. At any time following the date on which the Merger Agreement is terminated as defined in the agreement, Lenders may convert all of the Accreted Value of the Note into common shares of the Company with the number of common shares issuable upon such conversion to equal the quotient obtained by dividing (a) the Accreted Value on the date of conversion by (b) 1.07581. (d) Mandatory Conversion Upon a Merger with Synta. If a Merger was consummated prior to the maturity date all Accreted Value would automatically be converted into shares of Common Stock of the Company. The number of shares of Common Stock to be issued upon such conversion would be equal to the quotient obtained by dividing (a) the Accreted Value on the date of conversion by (b) 1.07581. Lenders A, B, C and D provided convertible promissory note financing of $8,500,000 in cash during the period March 1, 2016 through the Merger. Additionally, on April 13, 2016, Lender D exchanged $500,000 of Advances Payable for an equal amount of convertible promissory notes.

Advances Payable - Related Part

Advances Payable - Related Party	9 Months Ended
	Sep. 30, 2016
Advances Payable - Related Party
Advances Payable - Related Party	7. Advances Payable — Related Party On June 29, 2015 and July 30, 2015 a related party agreed to advance the Company a total of $500,000 to be used for working capital requirements. The advances accrued interest at a rate of four percent (4%) per annum compounded annually. On April 13, 2016, these advances were exchanged for $500,000 in convertible promissory notes payable and all accrued interest was waived (see Note 6).

Stockholders' Equity (Deficit)

Stockholders' Equity (Deficit)	9 Months Ended
	Sep. 30, 2016
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit)	8. Stockholders’ Equity (Deficit) Common Stock Each common stockholder is entitled to one vote for each share of common stock held. The common stock will vote together with all other classes and series of stock of the Company as a single class on all actions to be taken by the Company’s stockholders. Each share of common stock is entitled to receive dividends, as and when declared by the Company’s board of directors. The Company has never declared cash dividends on its common stock and does not expect to do so in the foreseeable future. At-The-Market Issuance Sales Agreement In October 2015, the Company entered into an at-the-market issuance sales agreement (October 2015 Sales Agreement), with Cowen and Company, LLC (Cowen), pursuant to which the Company may issue and sell shares of its common stock, having an aggregate offering price of up to $100 million, from time to time, at the Company’s option, through Cowen as its sales agent. Sales of common stock through Cowen may be made by any method that is deemed an “at-the-market” offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, including by means of ordinary brokers’ transactions at market prices, in block transactions or as otherwise agreed by the Company and Cowen. Subject to the terms and conditions of the Sales Agreement, Cowen will use commercially reasonable efforts consistent with its normal trading and sales practices to sell the common stock based upon the Company’s instructions (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company is not obligated to make any sales of its common stock under the Sales Agreement. Any shares sold will be sold pursuant to an effective shelf registration statement on Form S-3 (file no. 333-206135). The Company will pay Cowen a commission of up to 3% of the gross proceeds. The October 2015 Sales Agreement may be terminated by the Company at any time upon 10 days’ notice. As of September 30, 2016, no shares have been sold to-date under the October 2015 Sales Agreement.

Stock-based Compensation

Stock-based Compensation	9 Months Ended
	Sep. 30, 2016
Stock-based Compensation
Stock-based Compensation	9. Stock-based Compensation In June 2015, upon obtaining stockholder approval at its annual shareholder meeting, the Company implemented its new 2015 Stock Plan. The 2015 Stock Plan replaced the 2006 Stock Plan which was terminated upon adoption of the 2015 Stock Plan. Shares of common stock reserved for outstanding awards under the 2006 Stock Plan that lapse or are canceled will be added back to the share reserve available for future awards under the 2015 Stock Plan. The 2015 Stock Plan provides for the grant of incentive stock options, non-statutory stock options, restricted stock and other stock-based compensation awards to employees, officers, directors and consultants of the Company. The administration of the 2015 Stock Plan is under the general supervision of the compensation committee of the board of directors. The exercise price of the stock options is determined by the compensation committee of the board of directors, provided that incentive stock options are granted with an exercise price not less than fair market value of the common stock on the date of grant and expire no later than ten years from the date the option is granted. As of September 30, 2016, the Company had options outstanding to purchase 909,977 shares of its common stock, which includes options outstanding under its 2006 Stock Plan that was terminated in June 2015. As of September 30, 2016, 538,093 shares were available for future issuance. The following table summarizes stock option activity during the nine months ended September 30, 2016: Weighted average Shares exercise price Outstanding at January 1, 2016 $ Options granted Options exercised — — Options cancelled ) Outstanding at September 30, 2016 $ Exercisable at September 30, 2016 $ The total cash received by the Company as a result of stock option exercises was $0 in each of the nine months ended September 30, 2016 and 2015. The weighted-average grant date fair values, based on the Black-Scholes option model, of options granted during the nine months ended September 30, 2016 was $7.50. Restricted Common Stock The Company’s share-based compensation plan provides for awards of restricted shares of common stock to employees, officers, directors and consultants to the Company. Restricted stock awards are subject to forfeiture if employment or service terminates during the prescribed retention period. Restricted shares vest over the service period. The following table summarizes unvested restricted share activity during the nine months ended September 30, 2016: Weighted average grant date fair Shares value Outstanding at January 1, 2016 $ Granted Forfeited ) Vested ) Outstanding at September 30, 2016 $ Stock-Based Compensation Expense Stock-based compensation expense during the three months and nine months ended September 30, 2016 and 2015 was as follows: Three Months Nine Months Ended September 30, Ended September 30, 2016 2015 2016 2015 Stock-based compensation expense by type of award: Employee stock options $ $ — $ $ — Restricted stock — — Change in control bonus plan (see Note 3) — — Total stock-based compensation expense $ $ — $ $ — Effect of stock-based compensation expense by line item: Research and development $ $ — $ $ — General and administrative — — Total stock-based compensation expense included in net loss $ $ — $ $ — Unrecognized stock-based compensation expense as of September 30, 2016 was as follows: Weighted Unrecognized average stock remaining compensation period expense (in years) Employee stock options $ Restricted stock Total $

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2016
Related Party Transactions
Related Party Transactions	10. Related Party Transactions Related party financing Lenders A and B have provided financing to the Company since its inception. Lenders A, B, C and D had agreed to provide funding under the April 13, 2016 amended and restated March 1, 2016 agreement. For the nine months ended September 30, 2016 and September 30, 2015, the Company incurred approximately $1,213,000 and $2,648,000, respectively of interest expense to these Lenders which was subsequently waived (see Note 6). This debt was converted to equity at the time of the Merger. Consulting agreement The Company had a consulting agreement with its former Chief Executive Officer (“CEO”), who is also a stockholder of the Company. The consulting agreement automatically renewed monthly unless terminated. The consulting agreement could be terminated upon fifteen (15) day notice by the Company or the CEO. The consultant was paid $10,000 and $41,000, respectively, for the three months ended September 30, 2016 and 2015. The consultant was paid $93,000 and $124,000, respectively, for the nine months ended September 30, 2016 and 2015. On July 22, 2016, this consulting agreement was replaced by an employment agreement for the position of Chief Medical Officer (“CMO”) upon the completion of the Merger (see Note 3).

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2016
Commitments and Contingencies
Commitments and Contingencies	11. Commitments and Contingencies The Company has a Research, Development and Commercialization Agreement with Hoffmann-La Roche (“Roche”) which grants a sole and exclusive license to develop, use, sell, offer for sale and import any Licensed Product as defined by the agreement. The agreement requires future milestone payments to Roche, the remainder of which total $10.8 million and are earned by the commencement of Phase II and Phase III clinical trials as well as future regulatory approval in the United States and Europe of a product developed from MGL-3916. A single-digit royalty payment range is based on net sales of products developed from MGL-3196, subject to certain reductions. In October 2016 the Company commenced a Phase II study in Non-Alcoholic Steatohepatitis (NASH), which triggered a milestone payment under the agreement. Except as described above, the Company has not achieved any additional product development or regulatory milestones to date and has no Licensed Product sales for the quarters ended September 30, 2016 and 2015. During 2016, the Company has entered into several customary contractual arrangements and letters of intent in preparation for and in support of the expected Phase II clinical trials.

Subsequent Event

Subsequent Event	9 Months Ended
	Sep. 30, 2016
Subsequent Event
Subsequent Event	12. Subsequent Event In October 2016 the Company announced that the first patient had been dosed in its Phase 2 study of MGL-3196 for the treatment of non-alcoholic steatohepatitis (NASH), which triggered a milestone payment under the Research, Development and Commercialization Agreement with Roche (see Note 11).

Summary of Significant Accoun19

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2016
Summary of Significant Accounting Policies
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. The Company bases its estimates on historical experience and various other assumptions that management believes to be reasonable under the circumstances. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents. The Company maintains its cash in bank accounts, the balance of which, at times, exceeds Federal Deposit Insurance Corporation insured limits. The primary objective of the Company’s investment activities is to preserve its capital for the purpose of funding operations and the Company does not enter into investments for trading or speculative purposes. The Company’s cash is deposited in highly rated financial institutions in the United States. The Company invests in money market funds and high-grade, short-term commercial paper and corporate bonds, which management believes are subject to minimal credit and market risk.
Marketable Securities	Marketable Securities Marketable securities consist of investments in high-grade corporate obligations, and government and government agency obligations that are classified as available-for-sale. Since these securities are available to fund current operations they are classified as current assets on the consolidated balance sheets. The Company adjusts the cost of available-for-sale debt securities for amortization of premiums and accretion of discounts to maturity. The Company includes such amortization and accretion as a component of interest income, net. Realized gains and losses and declines in value, if any, that the Company judges to be other-than-temporary on available-for-sale securities are reported as a component of interest income, net. To determine whether an other-than-temporary impairment exists, the Company considers whether it intends to sell the debt security and, if the Company does not intend to sell the debt security, it considers available evidence to assess whether it is more likely than not that it will be required to sell the security before the recovery of its amortized cost basis. During the three months and nine months ended September 30, 2016 and 2015, the Company determined it did not have any securities that were other-than-temporarily impaired. Marketable securities are stated at fair value, including accrued interest, with their unrealized gains and losses included as a component of accumulated other comprehensive income or loss, which is a separate component of stockholders’ equity. The fair value of these securities is based on quoted prices and observable inputs on a recurring basis. Realized gains and losses are determined on the specific identification method. During the three months and nine months ended September 30, 2016 and 2015, the Company did not have any realized gains or losses on marketable securities.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The carrying amounts of the Company’s financial instruments, which include cash equivalents, and marketable securities, approximate their fair values. The fair value of the Company’s financial instruments reflects the amounts that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy has the following three levels: Level 1—quoted prices in active markets for identical assets and liabilities. Level 2—observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3—unobservable inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability. Financial assets and liabilities are classified in their entirety within the fair value hierarchy based on the lowest level of input that is significant to the fair value measurement. The Company measures the fair value of its marketable securities by taking into consideration valuations obtained from third-party pricing sources. The pricing services utilize industry standard valuation models, including both income and market based approaches, for which all significant inputs are observable, either directly or indirectly, to estimate fair value. These inputs include reported trades of and broker-dealer quotes on the same or similar securities, issuer credit spreads, benchmark securities and other observable inputs. As of September 30, 2016, the Company’s financial assets valued based on Level 1 inputs consisted of cash and cash equivalents in a money market fund and its financial assets valued based on Level 2 inputs consisted of high-grade corporate bonds and commercial paper. During the three months and nine months ended September 30, 2016 and 2015, the Company did not have any transfers of financials assets between Levels 1 and 2. As of September 30, 2016, the Company did not have any financial liabilities that were recorded at fair value on a recurring basis on the balance sheet.
Research and Development Costs	Research and Development Costs Research and development costs are expensed as incurred. Research and development costs are comprised of costs incurred in performing research and development activities, including internal costs (including stock-based compensation), costs for consultants, and other costs associated with the Company’s preclinical and clinical programs. In particular, Madrigal has conducted safety studies in animals, optimized and implemented the API manufacturing, and conducted Phase I & II clinical trials, all of which are considered research and development expenditures.
Patents	Patents Costs to secure and defend patents are expensed as incurred and are classified as general and administrative expense in the Company’s statements of operations. Patent expenses were approximately $131,000 and $20,000 for the quarters ended September 30, 2016 and 2015, respectively and $169,000 and $160,000 for the nine months ended September 30, 2016 and 2015, respectively.
Stock-Based Compensation	Stock-Based Compensation The Company recognizes stock-based compensation expense based on the grant date fair value of stock options granted to employees, officers and directors. The Company uses the Black-Scholes option pricing model to determine the grant date fair value as management believes it is the most appropriate valuation method for its option grants. The Black-Scholes model requires inputs for risk-free interest rate, dividend yield, volatility and expected lives of the options. Certain of the employee stock options granted by the Company are structured to qualify as incentive stock options (ISOs). Under current tax regulations, the Company does not receive a tax deduction for the issuance, exercise or disposition of ISOs if the employee meets certain holding requirements. If the employee does not meet the holding requirements, a disqualifying disposition occurs, at which time the Company may receive a tax deduction. The Company does not record tax benefits related to ISOs unless and until a disqualifying disposition is reported. In the event of a disqualifying disposition, the entire tax benefit is recorded as a reduction of income tax expense. The Company has not recognized any income tax benefit for its share-based compensation arrangements due to the fact that the Company does not believe it is more likely than not it will realize the related deferred tax assets.
Income Taxes	Income Taxes The Company uses the asset and liability method to account for income taxes. Deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the Company’s financial statement carrying amounts and the tax basis of assets and liabilities using enacted tax rates expected to be in effect in the years in which the differences are expected to reverse. The Company currently maintains a 100% valuation allowance on its deferred tax assets.
Basic and Diluted Loss Per Common Share	Basic and Diluted Loss Per Common Share Basic net loss per share is computed using the weighted average number of common shares outstanding during the period, excluding restricted stock that has been issued but is not yet vested. Diluted net loss per common share is computed using the weighted average number of common shares outstanding and the weighted average dilutive potential common shares outstanding using the treasury stock method. However, for the three months and nine months ended September 30, 2016 and 2015, diluted net loss per share is the same as basic net loss per share as the inclusion of weighted average shares of unvested restricted common stock and common stock issuable upon the exercise of stock options would be anti-dilutive. The following table summarizes outstanding securities not included in the computation of diluted net loss per common share as their inclusion would be anti-dilutive: September 30, 2016 2015 Common stock options — Unvested restricted common stock —
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2016-15, “Statement of Cash Flows (Topic 230): Clarification of Certain Cash Receipts and Cash Payments.” The objective of ASU 2016-15 is to eliminate the diversity in practice related to the classification of certain cash receipts and payments in the statement of cash flows, by adding or clarifying guidance on eight specific cash flow issues. For public business entities, ASU 2016-15 is effective for annual and interim reporting periods beginning after December 15, 2017, with early adoption permitted. ASU 2015-16 provides that the amendments in the update should be applied retrospectively to all periods presented, unless deemed impracticable, in which case, prospective application is permitted. The Company is currently evaluating the impact this standard may have on our financial statements. In March 2016, the FASB, issued ASU No. 2016-09, “Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting,” which changes the accounting for certain aspects of share-based payments to employees. The amendments in this ASU require the recognition of the income tax effects of awards in the income statement when the awards vest or are settled, thus eliminating additional paid-in capital pools. The standard also allows the employer to repurchase more of an employee’s shares for tax withholding purposes without triggering liability accounting. In addition, the standard allows for a policy election to account for tax forfeitures as they occur rather than on an estimated basis. The amendments in this ASU are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The Company is currently evaluating the impact of adopting this standard. In January 2016, the FASB issued ASU No. 2016-01, “Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities,” which amends the guidance in U.S. generally accepted accounting principles on the classification and measurement of financial instruments. Changes to the current guidance primarily affect the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. In addition, the ASU clarifies guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities. The amendments in this ASU are effective for fiscal years and interim periods beginning after December 15, 2017, and are to be adopted by means of a cumulative-effect adjustment to the balance sheet at the beginning of the first reporting period in which the guidance is effective. Early adoption is not permitted except for the provision to record fair value changes for financial liabilities under the fair value option resulting from instrument-specific credit risk in other comprehensive income. The Company is currently evaluating the impact of adopting this standard. In August 2014, the FASB issued ASU No. 2014-15, — Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern . This ASU is intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern within one year of the date of issuance of the entity’s financial statements and to provide related footnote disclosures. This guidance is effective for fiscal years ending after December 15, 2016, with early application permitted. If this standard had been adopted as of June 30, 2016, the Company believes that it would have concluded there was not substantial doubt about its ability to continue as a going concern. However, the Company faces risks and uncertainties, as further described in Note 1, Nature of Business¸ that would have been considered in this analysis. The adoption of this guidance may have an effect on the Company’s disclosures in future periods. In June 2014, the FASB issued ASU No. 2014-12, — Compensation—Stock Compensation (Topic 718), Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period . ASU No. 2014-12 requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. The amendments in this update apply prospectively to all share-based payment awards that are granted or modified on or after the effective date, or retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the consolidated financial statements, and to all new or modified awards thereafter. ASU No. 2014-12 is effective for annual periods and interim periods within those annual periods, beginning after December 15, 2015. The Company adopted ASU No. 2014-12 effective January 1, 2016 and is applying this standard to account for restricted stock units granted to certain executive officers and non-executive employees.

Summary of Significant Accoun20

Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2016
Summary of Significant Accounting Policies
Summary of the outstanding securities not included in the computation of diluted net loss per common share as their inclusion would be anti-dilutive	September 30, 2016 2015 Common stock options — Unvested restricted common stock —

Reverse Merger (Tables)

Reverse Merger (Tables)	9 Months Ended
	Sep. 30, 2016
Reverse Merger
Schedule of estimated purchase price	Number of shares of the combined company to be owned by Synta stockholders(1) Multiplied by the fair value of Synta common stock(2) $ Purchase price (in thousands) $ (1) Represents the number of shares of common stock of the combined company that Synta stockholders owned as of the closing of the merger pursuant to the Merger Agreement, including restricted stock awards and common stock underlying outstanding restricted stock units attributed to pre-combination services rendered by certain Synta employees and directors. This amount is calculated as 3,937,309 shares of Synta common stock outstanding as of July 22, 2016, including unvested restricted common stock, plus 95,425 shares of Synta common stock issuable pursuant to restricted stock units, net of tax withholdings, that vested immediately upon closing of the merger. The number of shares of common stock Synta issued to Madrigal stockholders was 7,253,655, calculated pursuant to the terms of the Merger Agreement based on Synta’s common stock outstanding as of July 22, 2016. (2) The fair value of Synta common stock used in determining the purchase price was $9.48, which was derived from the $0.2709 per share closing price of Synta common stock on July 21, 2016, the current price at the time of the closing, adjusted for the 1-for-35 reverse stock split.
Schedule of allocation of total purchase price to acquired assets and liabilities assumed	The allocation of the purchase price to the acquired assets and liabilities assumed of Synta based on the fair values as of July 22, 2016 is as follows (in thousands): Cash, cash equivalents and marketable securities $ Prepaid expenses and other currents assets Property and equipment, net Accounts payable, accrued expenses and other liabilities ) Term loans and capital lease obligations ) In-process research and development Goodwill Net assets acquired $

Cash, Cash Equivalents and Ma22

Cash, Cash Equivalents and Marketable Securities (Tables)	9 Months Ended
	Sep. 30, 2016
Cash, Cash Equivalents and Marketable Securities
Summary of cash, cash equivalents and available-for-sale marketable securities	September 30, 2016 Amortized Unrealized Unrealized Fair Cost gains losses value Cash and cash equivalents: Cash and money market funds (Level 1) $ $ — $ — $ Corporate debt securities due within 3 months of date of purchase (Level 2) — — — — Total cash and cash equivalents — — Marketable securities: Corporate debt securities due within 1 year of date of purchase (Level 2) ) Total cash, cash equivalents and marketable securities $ $ — $ ) $ December 31, 2015 Amortized Unrealized Unrealized Fair Cost gains Losses value Cash and cash equivalents: Cash and money market funds (Level 1) $ $ — $ — $ Total cash, cash equivalents and marketable securities $ $ — $ — $

Stock-based Compensation (Table

Stock-based Compensation (Tables)	9 Months Ended
	Sep. 30, 2016
Stock-based Compensation
Summary of stock option activity	Weighted average Shares exercise price Outstanding at January 1, 2016 $ Options granted Options exercised — — Options cancelled ) Outstanding at September 30, 2016 $ Exercisable at September 30, 2016 $
Summary of unvested restricted share activity	Weighted average grant date fair Shares value Outstanding at January 1, 2016 $ Granted Forfeited ) Vested ) Outstanding at September 30, 2016 $
Schedule of stock-based compensation expense	Three Months Nine Months Ended September 30, Ended September 30, 2016 2015 2016 2015 Stock-based compensation expense by type of award: Employee stock options $ $ — $ $ — Restricted stock — — Change in control bonus plan (see Note 3) — — Total stock-based compensation expense $ $ — $ $ — Effect of stock-based compensation expense by line item: Research and development $ $ — $ $ — General and administrative — — Total stock-based compensation expense included in net loss $ $ — $ $ —
Schedule of unrecognized stock-based compensation expense	Unrecognized stock-based compensation expense as of September 30, 2016 was as follows: Weighted Unrecognized average stock remaining compensation period expense (in years) Employee stock options $ Restricted stock Total $

Organization, Business and Ba24

Organization, Business and Basis of Presentation (Details) - USD ($)	Sep. 14, 2011	Dec. 31, 2012	Dec. 31, 2015
Outstanding convertible promissory notes			$ 48,595,166
Convertible Promissory Notes | Tallikut Pharmaceuticals, Inc. ("Tallikut")
Notes assumed		$ 2,000,000
Assignment and Issuance Agreement
Recorded value of tangible and intangible assets	$ 0
Recorded value of assumed debt	23,400,000
Lender A & B ("BCC") | VIA
Notional value of asset	3,000,000
Lender A & B ("BCC") | Assignment and Issuance Agreement | Convertible Promissory Notes
Notes assumed	23,400,000
VIA | Lender A & B ("BCC")
Credit bid	$ 3,000,000

Summary of Significant Accoun25

Summary of Significant Accounting Policies - Patent and Income Tax (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Summary of Significant Accounting Policies
Patent expenses	$ 131,000	$ 20,000	$ 169,000	$ 160,000
Income Taxes
Valuation allowance on deferred tax assets (as a percent)			100.00%

Summary of Significant Accoun26

Summary of Significant Accounting Policies - Basic and Diluted Loss Per Common Share (Details)	9 Months Ended
	Sep. 30, 2016shares
Stock options
Anti-dilutive securities
Outstanding securities not included in the computation of diluted net income (loss) per common share as their inclusion would be anti-dilutive (in shares)	909,977
Restricted stock
Anti-dilutive securities
Outstanding securities not included in the computation of diluted net income (loss) per common share as their inclusion would be anti-dilutive (in shares)	158,334

Reverse Merger (Details)

Reverse Merger (Details) - USD ($)	Jul. 22, 2016	Jul. 21, 2016	Sep. 30, 2016	Dec. 31, 2015
Reverse Merger
Shares outstanding			11,570,149	1,105,820
Common stock received			11,570,149	1,105,820
Merged Company
Reverse Merger
Success fee settled in cash	$ 750,000
Success fee settled in shares	$ 500,000
Merged Company | Stockholders
Reverse Merger
Voting interest acquired	64.00%	64.00%
Merged Company
Reverse Merger
Number of shares issued for each share of private Madgrigal stock	0.1593
Shares outstanding		11,300,000
Merged Company | Synta Pharmaceuticals Corp
Reverse Merger
Number of shares of the combined company to be owned by Synta stockholders	4,032,734
Multiplied by the fair value of Synta common stock	$ 9.48
Purchase price	$ 38,236,000
Synta Pharmaceuticals Corp
Reverse Merger
Reverse stock split		0.02857
Multiplied by the fair value of Synta common stock		$ 9.48
Closing stock price (in dollars per share)		$ 0.2709
Synta Pharmaceuticals Corp | Stockholders
Reverse Merger
Shares outstanding	3,937,309
Unvested restricted common stock	95,425
Synta Pharmaceuticals Corp | Madrigal Pharmaceuticals, Inc
Reverse Merger
Common stock received	7,253,655

Reverse Merger - Allocation of

Reverse Merger - Allocation of Total Purchase Price (Details) - Synta Pharmaceuticals Corp $ in Thousands	Jul. 22, 2016USD ($)
Allocation of the total purchase price to the acquired assets and liabilities assumed
Cash, cash equivalents and marketable securities	$ 42,611
Prepaid expenses and other currents assets	1,715
Property and equipment, net	482
Accounts payable, accrued expenses and other liabilities	(7,019)
Term loans and capital lease obligations	(18)
In-process research and development	150
Goodwill	315
Net assets acquired	$ 38,236

Reverse Merger - Convertible Pr

Reverse Merger - Convertible Promissory Notes-Related Parties and Bonus Plan Awards (Details) - USD ($) shares in Millions	Jul. 22, 2016	Sep. 30, 2016	Sep. 30, 2016
Reverse Merger
Stock-based compensation expense		$ 7,352,918	$ 7,352,918
Merged Company
Reverse Merger
Shares received by plan participants in Change in Control Bonus Plan	$ 600,000
Percentage of change in control bonus plan awards to total common shares outstanding	7.87
Stock-based compensation expense	5,400,000
Convertible Promissory Notes
Reverse Merger
Note issuances outstanding	$ 45,100,000
Debt converted into shares of common stock	7.1

Reverse Merger - Stock Based Co

Reverse Merger - Stock Based Compensation (Details) - shares	Jul. 22, 2016	Sep. 30, 2016
Restricted stock
Reverse Merger
Issued restricted shares (in shares)	208,255	208,765
Stock options
Reverse Merger
Issued options (in shares)	557,386

Liquidity and Uncertainties (De

Liquidity and Uncertainties (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015
Liquidity and Uncertainties
Net loss	$ 14,048,740	$ 1,799,834	$ 18,638,589	$ 4,962,094
Retained Earnings (Accumulated Deficit)	$ (67,558,179)		$ (67,558,179)		$ (48,919,590)

Cash, Cash Equivalents and Ma32

Cash, Cash Equivalents and Marketable Securities (Details) - USD ($)	9 Months Ended
	Sep. 30, 2016	Dec. 31, 2015
Cash, Cash Equivalents and Marketable Securities
Marketable securities, unrealized losses	$ (12,485)
Carrying value
Cash, Cash Equivalents and Marketable Securities
Cash and cash equivalents	8,393,302
Available for sale securities, cost	39,570,340
Total cash, cash equivalents and marketable securities		$ 306,249
Fair value
Cash, Cash Equivalents and Marketable Securities
Cash and cash equivalents	8,393,302
Marketable securities, fair value	39,557,855
Total cash, cash equivalents and marketable securities		306,249
Corporate debt securities due within 1 year of date of purchase | Level 2
Cash, Cash Equivalents and Marketable Securities
Marketable securities, unrealized losses	(12,485)
Corporate debt securities due within 1 year of date of purchase | Carrying value | Level 2
Cash, Cash Equivalents and Marketable Securities
Available for sale securities, cost	31,177,038
Corporate debt securities due within 1 year of date of purchase | Fair value | Level 2
Cash, Cash Equivalents and Marketable Securities
Marketable securities, fair value	31,164,553
Cash and money market funds | Carrying value | Level 1
Cash, Cash Equivalents and Marketable Securities
Cash and cash equivalents	8,393,302	306,249
Cash and money market funds | Fair value | Level 1
Cash, Cash Equivalents and Marketable Securities
Cash and cash equivalents	$ 8,393,302	$ 306,249
Corporate debt securities due within 3 months of date of purchase
Cash, Cash Equivalents and Marketable Securities
Maturity period from date of purchase to classify an investment as marketable securities	3 months
Maximum | Corporate debt securities due within 1 year of date of purchase
Cash, Cash Equivalents and Marketable Securities
Maturity period from date of purchase to classify an investment as marketable securities	1 year

Convertible Promissory Notes 33

Convertible Promissory Notes - Related Parties (Details)	Apr. 13, 2016USD ($)Lender$ / shares	Mar. 01, 2016USD ($)	Sep. 16, 2011	Sep. 14, 2011	Jul. 30, 2015	Sep. 30, 2016USD ($)$ / shares	Sep. 30, 2015USD ($)	Dec. 31, 2016USD ($)	Dec. 31, 2015$ / shares
Interest rate					4.00%
Preferred stock, par value (in dollars per share) | $ / shares						$ 0.0001			$ 0.0001
Cash received						$ 8,500,250	$ 1,450,000
Conversion amount						$ 500,000
Convertible Promissory Notes
Total accrued and waived interest	$ 13,680,000
Accrued interest								$ 2,456,000
Net waived interest recorded as an increase to APIC	11,224,000
Conversion amount	$ 500,000
September 14, 2011 Notes
Interest rate				8.00%
Percentage of per share purchase price of third party led securities				80.00%
Amended And Restated September 14, 2011 Notes
Conversion ratio upon completion of merger	1
September 16, 2011 Notes
Interest rate (as a percent)			8.00%
Percentage of per share purchase price of third party led securities			80.00%
Percentage of original principal amount			10.00%
Amended And Restated September 16, 2011 Notes
Conversion ratio upon completion of merger	1
March 1, 2016 Notes
Interest rate (as a percent)		8.00%
Maximum borrowing		$ 2,000,000
Aggregate principal amount		$ 750,000
Amended And Restated March 1, 2016 Notes
Conversion ratio upon completion of merger	1.07581
Maximum borrowing	$ 9,000,000
Number of additional lenders | Lender	2
Purchase price per share, minimum multiplier under Qualified Financing | $ / shares	$ 0.85
Cash received	$ 8,500,000
Common Stock | September 14, 2011 Notes
Conversion ratio				14.29759
Common Stock | Amended And Restated September 14, 2011 Notes
Conversion ratio	1
Common Stock | Amended And Restated September 16, 2011 Notes
Conversion ratio	1
Common Stock | Amended And Restated March 1, 2016 Notes
Conversion ratio	1.07581
Series A Preferred Stock | September 16, 2011 Notes
Conversion ratio			14.29759
Series A Preferred Stock | Amended And Restated September 16, 2011 Notes
Preferred stock, par value (in dollars per share) | $ / shares	$ 0.0001
Lender D | Amended And Restated March 1, 2016 Notes
Conversion amount	$ 500,000

Advances Payable - Related Pa34

Advances Payable - Related Party (Details) - USD ($)	Apr. 13, 2016	Jul. 30, 2015	Sep. 30, 2016
Advances Payable - Related Party
Working capital requirements		$ 500,000
Interest rate of advances from related party		4.00%
Exchange of related party advances payable for convertible notes			$ 500,000
Convertible Promissory Notes
Advances Payable - Related Party
Exchange of related party advances payable for convertible notes	$ 500,000

Stockholders' Equity (Deficit)

Stockholders' Equity (Deficit) (Details) $ in Millions	1 Months Ended	9 Months Ended
	Oct. 31, 2015USD ($)shares	Sep. 30, 2016Vote
Stockholders' Equity (Deficit)
Number of votes per share that common stockholders are entitled to receive | Vote		1
Cowen & Co. LLC | At-The-Market Issuance Sales Agreement
Stockholders' Equity (Deficit)
Maximum aggregate offering price | $	$ 100
Notice period of termination of sales agreement	10 days
Number of shares sold by the entity | shares	0
Cowen & Co. LLC | Maximum | At-The-Market Issuance Sales Agreement
Stockholders' Equity (Deficit)
Percentage of gross proceeds payable as commission	3.00%

Stock-based Compensation - Stoc

Stock-based Compensation - Stock Option and Restricted Share Activity (Details) - USD ($)	Jul. 22, 2016	Sep. 30, 2016	Sep. 30, 2015
Stock options
Stock-based compensation expense
Shares available for future issuance		538,093
Shares
Outstanding at the beginning of the period (in shares)		289,350
Options granted (in shares)		772,410
Options cancelled (in shares)		(151,783)
Outstanding at the end of the period (in shares)		909,977
Exercisable at the end of the period (in shares)		268,567
Weighted average exercise price per share
Outstanding at the beginning of the period (in dollars per share)		$ 159.66
Options granted (in dollars per share)		9.51
Options cancelled (in dollars per share)		207.97
Outstanding at the end of the period (in dollars per share)		18.61
Exercisable at the end of the period (in dollars per share)		$ 37.21
Additional disclosures
Total cash received from stock option exercises		$ 0	$ 0
Weighted-average grant date fair value of options (in dollars per share)		$ 7.50
Stock options | Maximum
Stock-based compensation expense
Expiration period		10 years
Restricted stock
Shares
Outstanding at the beginning of the period (in shares)		12,192
Granted (in shares)	208,255	208,765
Forfeited (in shares)		(49)
Vested (in shares)		(62,574)
Outstanding at the end of the period (in shares)		158,334
Weighted average grant date fair value per share
Outstanding at the beginning of the period (in dollars per share)		$ 91.46
Granted (in dollars per share)		9.46
Forfeited (in dollars per share)		77
Vested (in dollars per share)		22.31
Outstanding at the end of the period (in dollars per share)		$ 10.67

Stock-based Compensation - Expe

Stock-based Compensation - Expense (Details) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2016
Stock-based compensation expense
Stock-based compensation expense	$ 7,352,918	$ 7,352,918
Research and development
Stock-based compensation expense
Stock-based compensation expense	5,260,370	5,260,370
General and administrative
Stock-based compensation expense
Stock-based compensation expense	2,092,548	2,092,548
Stock options
Stock-based compensation expense
Stock-based compensation expense	1,346,761	1,346,761
Restricted stock
Stock-based compensation expense
Stock-based compensation expense	595,317	595,317
Change in control bonus plan
Stock-based compensation expense
Stock-based compensation expense	$ 5,410,840	$ 5,410,840

Stock-based Compensation - Unre

Stock-based Compensation - Unrecognized Expense (Details)	9 Months Ended
	Sep. 30, 2016USD ($)
Unrecognized stock-based compensation expense
Unrecognized stock compensation expense	$ 6,367,120
Weighted average remaining period (in years)	2 years 7 months 2 days
Stock options
Unrecognized stock-based compensation expense
Unrecognized stock compensation expense	$ 4,868,528
Weighted average remaining period (in years)	2 years 6 months 22 days
Restricted stock
Unrecognized stock-based compensation expense
Unrecognized stock compensation expense	$ 1,498,592
Weighted average remaining period (in years)	2 years 8 months 5 days

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Related Party Transactions
Interest expense incurred on debt from related parties			$ 1,213,000	$ 2,648,000
Former CEO | Consulting agreement
Related Party Transactions
Period of notice for termination of consulting agreement			15 days
Consulting fees paid	$ 10,000	$ 41,000	$ 93,000	$ 124,000

Commitments and Contingencies (

Commitments and Contingencies (Details) - Research, Development and Commercialization Agreement - Hoffmann-La Roche ("Roche") - USD ($)	3 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Commitments and Contingencies
Remainder of future milestone payments	$ 10,800,000
Licensed product sales	$ 0	$ 0