Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Jul. 29, 2016 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Vitae Pharmaceuticals, Inc | |
Entity Central Index Key | 1,157,602 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 28,841,067 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 |
Balance Sheets
Balance Sheets - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 24,145,996 | $ 11,773,692 |
Marketable securities, available-for-sale | 53,295,696 | 47,596,144 |
Prepaid expenses and other current assets | 1,059,415 | 1,767,167 |
Total current assets | 78,501,107 | 61,137,003 |
Cash-restricted | 200,000 | 200,000 |
Property and equipment, net | 485,972 | 509,340 |
Total assets | 79,187,079 | 61,846,343 |
Current liabilities: | ||
Accounts payable | 1,569,905 | 2,991,186 |
Accrued expenses | 4,558,076 | 4,338,568 |
Total current liabilities | 6,127,981 | 7,329,754 |
Deferred rent and lease incentives | 27,022 | 48,839 |
Total liabilities | 6,155,003 | 7,378,593 |
Stockholders' equity: | ||
Preferred stock, $0.0001 par value, 15,000,000 shares authorized at June 30, 2016 and December 31, 2015 no shares issued and outstanding at June 30, 2016 and December 31, 2015 | ||
Common stock, $0.0001 par value, 150,000,000 shares authorized at June 30, 2016 and December 31, 2015 28,841,278 and 22,066,224 shares issued and 28,841,067 and 22,066,013 shares outstanding at June 30, 2016 and December 31, 2015 respectively | 2,884 | 2,207 |
Additional paid in capital | 267,402,079 | 228,460,955 |
Treasury stock | (2,324) | (2,324) |
Accumulated other comprehensive income (loss) | 10,784 | (29,515) |
Accumulated deficit | (194,381,347) | (173,963,573) |
Total stockholders' equity | 73,032,076 | 54,467,750 |
Total liabilities and stockholders’ equity | $ 79,187,079 | $ 61,846,343 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2016 | Dec. 31, 2015 |
Preferred Stock | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 15,000,000 | 15,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 28,841,278 | 22,066,224 |
Common stock, shares outstanding | 28,841,067 | 22,066,013 |
Statements of Operations
Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Statements of Operations | ||||
Collaborative revenues | $ 3,274 | $ 161,588 | $ 54,627 | $ 311,827 |
Operating expenses: | ||||
Research and development | 7,878,900 | 7,772,822 | 15,515,195 | 15,278,738 |
General and administrative | 2,659,908 | 2,259,358 | 5,157,230 | 4,370,414 |
Total operating expenses | 10,538,808 | 10,032,180 | 20,672,425 | 19,649,152 |
Loss from operations | (10,535,534) | (9,870,592) | (20,617,798) | (19,337,325) |
Other income (expenses): | ||||
Other income | 1,430 | 1,430 | ||
Interest income | 125,487 | 107,820 | 200,024 | 182,013 |
Interest expense | (107,864) | |||
Loss on debt extinguishment | (206,678) | |||
Total other income (expenses) | 125,487 | 109,250 | 200,024 | (131,099) |
Net loss | $ (10,410,047) | $ (9,761,342) | $ (20,417,774) | $ (19,468,424) |
Net loss per common share | ||||
Basic (in dollars per share) | $ (0.36) | $ (0.45) | $ (0.79) | $ (0.91) |
Diluted (in dollars per share) | $ (0.36) | $ (0.45) | $ (0.79) | $ (0.91) |
Weighted-average number of common shares: | ||||
Basic (in shares) | 28,829,553 | 21,837,676 | 25,686,529 | 21,315,094 |
Diluted (in shares) | 28,829,553 | 21,837,676 | 25,686,529 | 21,315,094 |
Statements of Comprehensive Los
Statements of Comprehensive Loss - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Statements of Comprehensive Loss | ||||
Net loss | $ (10,410,047) | $ (9,761,342) | $ (20,417,774) | $ (19,468,424) |
Other comprehensive income (loss): | ||||
Unrealized gains (losses) on marketable securities | 3,988 | (20,521) | 40,299 | (10,120) |
Comprehensive loss | $ (10,406,059) | $ (9,781,863) | $ (20,377,475) | $ (19,478,544) |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Operating activities: | ||
Net loss | $ (20,417,774) | $ (19,468,424) |
Adjustment to reconcile net loss to net cash used in operating activities | ||
Depreciation | 111,145 | 104,723 |
Stock-based compensation expense | 1,491,446 | 869,313 |
Deferred rent and lease incentives | (13,775) | (5,891) |
Amortization of deferred financing fees | 35,821 | |
Noncash portion of loss on early extinguishment of debt | 122,225 | |
Changes in assets and liabilities: | ||
Prepaid expenses and other current assets | 707,752 | (822,107) |
Accounts payable and accrued expenses | (1,205,292) | 3,213,764 |
Interest payable | (278,620) | |
Net cash used in operating activities | (19,326,498) | (16,229,196) |
Investing activities: | ||
Purchases of property and equipment | (92,301) | (130,515) |
Purchases of investments | (41,389,253) | (55,053,651) |
Sales of investments | 35,730,000 | 19,988,571 |
Net cash used in investing activities | (5,751,554) | (35,195,595) |
Financing activities: | ||
Principal payments under debt facilities | (4,935,260) | |
Payment of offering costs | (578,092) | (620,218) |
Settlement of restricted stock | (1,910,101) | |
Proceeds from the issuance of common stock, net of repurchases | 38,028,448 | 38,855,130 |
Net cash provided by financing activities | 37,450,356 | 31,389,551 |
Net increase (decrease) in cash and cash equivalents | 12,372,304 | (20,035,240) |
Cash and cash equivalents at beginning of period | 11,773,692 | 29,494,755 |
Cash and cash equivalents at end of period | $ 24,145,996 | 9,459,515 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | $ 395,346 |
Organization
Organization | 6 Months Ended |
Jun. 30, 2016 | |
Organization | |
Organization | 1. Organization Vitae Pharmaceuticals, Inc. (“Vitae” or the “Company”) is a clinical-stage biotechnology company focused on discovering and developing novel, small molecule drugs for diseases in which there are significant unmet medical needs. The Company is developing a robust and growing portfolio of novel product candidates internally generated by Contour ® , its proprietary structure-based drug discovery platform. The Company has a portfolio that includes several wholly-owned product candidates in various stages of development. The Company’s most advanced, wholly-owned product candidate is VTP-43742, a first in class oral small molecule, which is being developed for the treatment of psoriasis as well as multiple autoimmune disorders, and for which the Company announced positive top-line clinical and biomarker results from its Phase 2a proof-of-concept trial in March 2016. The Company’s second most advanced wholly-owned product candidate is VTP-38543 for the treatment of atopic dermatitis, which is in Phase 2a clinical development. The Company is also advancing a second RORγt clinical candidate, VTP-45489, which is a chemically distinct compound from VTP-43742. A clinical trial of VTP-45489 is expected to initiate in the fourth quarter of 2016. The Company intends to advance and retain rights to these and other programs and product candidates that the Company believes it can develop and commercialize, and to strategically partner where doing so can accelerate the program and generate non-dilutive capital for Vitae. The Company also has a product candidate, VTP-36951, in pre-clinical development for the treatment and prevention of Alzheimer’s disease, or Alzheimer’s. VTP-36951 was being developed exclusively by Boehringer Ingelheim GmbH (“BI”) as BI 1147560 pursuant to a Research Collaboration and License Agreement with BI that was entered into in June 2009 (the “BACE Agreement”). In July 2015, BI notified the Company that it was terminating the BACE Agreement, effective as of October 21, 2015, for strategic business reasons. In connection with the termination of the BACE Agreement, the Company received the rights to the BACE program, including VTP-36951, which includes, among other rights, certain exclusive rights to develop and commercialize the terminated products for the treatment of Alzheimer’s, diabetes and the other indications covered by the BACE Agreement. The Company has decided not to make additional investments into this program at this time and will assess the program following the disclosure of other companies’ BACE program clinical trial results. However, the Company will continue to assess strategic options relating to this program during such time. The Company was also developing BI187004/VTP-34072 (“BI187004”), which was in a Phase 2 clinical trial for the treatment of type 2 diabetes, and was being developed under a Research Collaboration and License Agreement with BI that was entered into in October 2007 (the “11β Agreement”). In December 2015, the Company announced that BI187004 did not achieve the predefined primary efficacy endpoint criteria of the trial. As a result, BI informed the Company of its intention to terminate the program and the 11β Agreement effective as of March 9, 2016. The Company has no current plans to continue the program independently, but will continue to assess strategic options relating to this program. The collaborations with BI, including the BACE Agreement, have provided the Company with an aggregate of $158 million in funding as of June 30, 2016 , including $30 million from sales of the Company’s equity securities and $128 million in upfront license fees, research funding and success-based milestones. Vitae is currently pursuing the following strategies: advance its growing portfolio of product candidates, establish late-stage development and commercialization capabilities for certain of the Company’s product candidates in the U.S. and potentially other markets, selectively collaborate with large biotechnology and pharmaceutical companies to maximize the value of the Company’s product candidates, leverage Contour to rapidly discover novel small molecule product candidates for additional validated, difficult-to-drug targets, and continue investing in technology, people and intellectual property. As of June 30, 2016 , the Company had cash, cash equivalents and marketable securities of approximately $77.4 million. Based on the Company’s current operating plan, the Company believes that its existing cash, cash equivalents and marketable securities will be sufficient to fund its currently anticipated operating expenses and capital expenditure requirements into the second half of 2018, which is expected to be approximately 12 month s after its currently planned announcement of top-line data from the anticipated 16 week Phase 2 clinical trial for VTP-43742 in psoriasis patients. The Company will need to secure additional funding in the future, from one or more equity or debt financings, collaborations, or other sources, in order to carry out all of the Company’s planned research and development activities. The future success of the Company is dependent on its ability to develop its product candidates and ultimately upon its ability to attain profitable operations. The Company is subject to a number of risks similar to other life sciences companies, including, but not limited to, successful discovery and development of its drug candidates, raising additional capital, development by its competitors of new technological innovations, protection of proprietary technology and market acceptance of the Company’s products. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2016 | |
Basis of Presentation and summary of Significant Accounting Policies | |
Basis of Presentation and summary of Significant Accounting Policies | 2. Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and are unaudited. The interim unaudited financial statements have been prepared on the same basis as the financial statements as of and for the year ended December 31, 2015 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 (“Annual Report on Form 10-K”). In the opinion of management, the accompanying financial statements reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of June 30, 2016 and the results of its operations, comprehensive loss and cash flows for the three and six months ended June 30, 2016 and 2015 . The results for the three and six months ended June 30, 2016 are not necessarily indicative of results to be expected for the year ending December 31, 2016 , any other interim periods, or any future year or period. The information contained in the accompanying financial statements and the notes thereto should be read in conjunction with the financial statements and notes thereto as of and for the year ended December 31, 2015 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 4, 2016. Fair Value of Financial Instruments At June 30, 2016 and December 31, 2015 , the Company’s financial instruments included cash and cash equivalents, restricted cash, marketable securities, accounts payable, and accrued expenses. The carrying amounts reported in the Company’s financial statements for cash and cash equivalents, restricted cash, accounts payable and accrued expenses approximates their respective fair values because of the short-term nature of these instruments. The Company’s marketable securities are carried at fair value based on quoted market prices and other observable inputs. The Company determines the estimated fair value of financial instruments using available market information and management’s estimates. The use of different market assumptions and/or estimation methodologies could have a significant effect on the estimated fair value amounts. Net Income (Loss) Per Common Share Basic net income (loss) per share is determined by using the weighted average number of shares of common stock outstanding during each period. Diluted net income (loss) per common share is computed by using the weighted-average number of shares of common stock outstanding, plus, for periods with net income attributable to common stock, the dilutive effects of stock options, restricted stock units, and warrants. Potential dilutive shares consist of incremental common stock issuable upon the exercise of stock options and warrants. Basic and dilutive computations are the same in periods with net losses attributable to common stockholders as the dilutive effects of stock options, restricted stock units and warrants would be antidilutive. Significant Accounting Policies The Company’s significant accounting policies are disclosed in the audited financial statements for the year ended December 31, 2015 included in the Company’s Annual Report on Form 10-K. Since the date of those financial statements, there have been no changes to the Company’s significant accounting policies. Recently Issued Accounting Standards In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) and subsequently issued additional updates amending the guidance contained in Topic 606 thereby affecting the guidance contained in ASU 2014-09. ASU 2014-09 and the subsequent Topic 606 updates will supersede and replace nearly all existing U.S. GAAP revenue recognition guidance, including industry-specific guidance, and are effective for annual reporting periods beginning after December 15, 2017, including interim periods therein. The Company is evaluating the guidance in ASU 2014-09 and the subsequent Topic 606 updates and has not yet determined what, if any, effect this guidance will have on its results of operations or financial condition. In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements—Going Concern . ASU 2014-15 requires management of all entities to evaluate whether there are conditions and events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the financial statements are issued, and to make certain disclosures if it concludes that substantial doubt exists or when its plans alleviate substantial doubt about the entity’s ability to continue as a going concern. ASU 2014-15 is effective for the Company for annual reporting periods beginning in 2016 and for interim reporting periods starting in the first quarter of 2017. The Company is currently evaluating the impact of the adoption of ASU 2014-15 on its financial statements. In November 2015, the FASB issued ASU 2015-17, Income Taxes: Balance Sheet Classification of Deferred Taxes . ASU 2015-17 simplifies the balance sheet classification of deferred taxes and requires that all deferred taxes be presented as noncurrent. ASU 2015-17 is effective for fiscal years beginning after December 15, 2016 with early adoption permitted. The adoption of this update is not expected to have a material effect on the Company’s financial statements. In February 2016, the FASB issued ASU 2016-02, Leases , which revises the accounting related to lessee accounting. Under the new guidance, lessees will be required to recognize a lease liability and a right-of-use asset for all leases. ASU 2016-02 is effective beginning after December 15, 2018 and should be applied through a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. Early adoption is permitted. The Company has not yet determined what the effects of adopting this ASU will be on its financial statements. In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation , which simplifies the accounting for the taxes related to stock based compensation, including adjustments to how excess tax benefits and a company's payments for tax withholdings should be classified. ASU 2016-09 is effective for fiscal years beginning after December 15, 2016 with early adoption permitted. The Company has not yet determined what the effects of adopting this ASU will be on its financial statements. |
Net Loss Per Common Share
Net Loss Per Common Share | 6 Months Ended |
Jun. 30, 2016 | |
Net (Loss) Income Per Common Share | |
Net (Loss) Income Per Common Share | 3. Net Loss Per Common Share The following table sets forth the computation of basic and diluted net loss per common share for the periods indicated: Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Basic and diluted net loss per common share calculation: Net loss $ $ $ $ Weighted average number of common shares: Basic and diluted Net loss per common share Basic and diluted $ $ $ $ The following outstanding securities at June 30, 2016 and 2015 have been excluded from the computation of diluted weighted shares outstanding, as their effects on net loss per share would have been anti-dilutive: June 30, 2016 2015 Stock options Employee stock purchase plan Warrants Total |
Accrued Expenses
Accrued Expenses | 6 Months Ended |
Jun. 30, 2016 | |
Accrued Expenses | |
Accrued Expenses | 4. Accrued Expenses At June 30, 2016 and December 31, 2015 , accrued expenses consisted of the following: June 30, December 31, 2016 2015 Payroll and related costs $ $ Research and development related costs Legal and accounting related costs Other Total $ $ |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Measurements | |
Fair Value Measurements | 5. Fair Value Measurements The Company measures certain assets and liabilities at fair value in accordance with Accounting Standards Codification (ASC) 820, Fair Value Measurements and Disclosures . ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability (the exit price) in an orderly transaction between market participants at the measurement date. The guidance in ASC 820 outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. In determining fair value, the Company maximizes the use of quoted prices and observable inputs. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from independent sources. The fair value hierarchy is broken down into three levels based on the source of inputs as follows: · Level 1—Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities. · Level 2—Valuations based on observable inputs and quoted prices in active markets for similar assets and liabilities. · Level 3—Valuations based on inputs that are unobservable and models that are significant to the overall fair value measurement. The Company’s Level 1 assets included money market funds and certificates of deposit (“CD”). Level 2 assets included U.S. government agency securities and corporate debt securities. The following fair value hierarchy tables present information about each major category of financial assets measured at fair value on a recurring basis as of June 30, 2016 and December 31, 2015 : Fair Value Measurements as of June 30, 2016 Using Balance as of Level 1 Level 2 Level 3 June 30, 2016 Assets Money market funds $ $ — $ — $ Cash-restricted, CD — — Marketable securities, available-for-sale — — Total assets $ $ $ — $ Fair Value Measurements as of December 31, 2015 Using Balance as of Level 1 Level 2 Level 3 December 31, 2015 Assets Money market funds $ $ — $ — $ Other cash equivalents — — Cash-restricted, CD — — Marketable securities, available-for-sale — — Total assets $ $ $ — $ |
Investments
Investments | 6 Months Ended |
Jun. 30, 2016 | |
Investments. | |
Investments | 6. Investments Marketable Securities Marketable securities consisted of the following as of June 30, 2016 and December 31, 2015 : Cost Unrealized Unrealized Fair Basis Gains Losses Value June 30, 2016 Corporate notes and bonds $ $ $ $ Total marketable securities $ $ $ $ December 31, 2015 Corporate notes and bonds $ $ $ $ Total marketable securities $ $ $ $ As of June 30, 2016 , the Company’s marketable securities had maturities that were less than one year. |
Debt Extinguishment
Debt Extinguishment | 6 Months Ended |
Jun. 30, 2016 | |
Debt Extinguishment | |
Debt Extinguishment | 7. Debt Extinguishment On February 27, 2015, the Company repaid the outstanding balance due under a credit facility with Silicon Valley Bank and Oxford Finance LLC. The total payoff was $4,342,855 , which included prepayment and other additional fees of $84,453 . The Company had $20,852 of deferred financing fees and $101,373 of unamortized debt discount as of the payoff date. The debt repayment was accounted for as an extinguishment as per ASC 470-50, Debt: Modifications and Extinguishments , and a loss on extinguishment of debt totaling $206,678 was recorded in the six months ended June 30, 2015, consisting of the unamortized deferred financing, unamortized debt discount and prepayment and other additional fees. |
Stockholders_ Equity
Stockholders’ Equity | 6 Months Ended |
Jun. 30, 2016 | |
Stockholders’ Equity | |
Stockholders’ Equity | 8. Stockholders’ Equity Common Stock On June 30, 2016, the Company entered into a sales agreement with Cantor Fitzgerald & Co. (“Cantor”), pursuant to which the Company may offer and sell shares of the Company’s common stock from time to time through Cantor having an aggregate offering price of up to $40.0 million. The Company is not obligated to make any sales of the shares under the sales agreement. As of June 30, 2016, the Company has not sold any shares of common stock pursuant to the sales agreement with Cantor. On March 24, 2016, the Company issued and sold a total of 5,833,333 shares of its common stock at $6.00 per share in an underwritten public offering, for gross proceeds of $35.0 million. On March 31, 2016, the underwriters of the Company’s public offering exercised their option to purchase additional shares and the Company issued and sold an additional 815,000 shares of common stock at $6.00 per share for aggregate gross proceeds of $4.9 million. Net proceeds from the offering, including the sale of the additional shares, was approximately $36.9 million, after deducting underwriting discounts and commissions and other offering expenses. On January 28, 2015, the Compa ny issued and sold a total of 3,450,000 shares of its common stock at $11.90 per share in an underwritten public offering, including 450,000 shares of common stock sold pursuant to the exercise in full of the underwriters’ option to purchase additional shares. Net proceeds from the offering, including the sale of the additional shares, was approximately $38.0 million, after deducting underwriting discounts and commissions and other offering expenses. Preferred Stock As of June 30, 2016 , the Company had authorized 15,000,000 shares of preferred stock at $0.0001 par value . There were no shares of preferred stock issued or outstanding as of June 30, 2016 . Treasury Stock In connection with cashless employee stock option exercises for the six months ended June 30, 2015 employees tendered 211 shares of common stock with a fair value of $2,324 to the Company as consideration for the exercise price. Treasury stock is recorded using the cost method. Treasury stock retirements are recorded by deducting the par value from common stock and charging the remaining excess of cost over par to accumulated deficit. Warrants As of June 30, 2016 , the Company had warrants outstanding for the purchase of 45,468 shares of common stock at exercise prices ranging from $20.70 to $27.60 per share . The following table summarizes the warrants outstanding and exercisable as of June 30, 2016 : Exercise Expiration Warrants to Purchase Shares Price Date Common stock $ 07/12/2016 Common stock $ 08/28/2018 Common stock $ 12/21/2021 On July 12, 2016, warrants to purchase 1,449 common shares with an exercise price of $20.70 per share expired unexercised. Shares Reserved for Future Issuance At June 30, 2016 , the Company has reserved the following shares of common stock for issuance: Common stock options outstanding Shares available for future grant under employee compensation plans Shares available through employee stock purchase plan Warrants |
Employee Compensation Plans
Employee Compensation Plans | 6 Months Ended |
Jun. 30, 2016 | |
Employee Compensation Plans | |
Employee Compensation Plans | 9. Employee Compensation Plans In July 2014, the Company’s board of directors approved the 2014 Stock Plan (the “2014 Plan”) and reserved to be authorized for issuance under the 2014 Plan the sum of (1) 1,782,500 shares of the Company’s common stock, (2) the number of shares of the Company’s common stock reserved under the Predecessor Plans (as defined below) that are not issued or subject to outstanding awards under the Predecessor Plans as of the closing of the Company’s initial public offering on September 24, 2014 (IPO) and (3) any shares of the Company’s common stock which are subject to outstanding options under the Predecessor Plans as of the closing of the Company’s IPO that subsequently expire or lapse unexercised or are subsequently forfeited to or repurchased by the Company, provided that the shares reserved under clauses (2) and (3) above shall include no more than 1,070,687 shares of the Company’s common stock. As of June 30, 2016 , there are 2,434,639 shares available for grant without restriction. Under the 2014 Plan, options to purchase common stock, restricted stock and restricted stock units may be granted to the Company’s employees, nonemployee directors, and consultants providing services to the Company. The aggregate number of shares of the Company’s common stock reserved for issuance under the 2014 Plan shall automatically be increased on the first business day of each of the Company’s fiscal years by a number equal to the smallest of (i) 4% of the total number of shares of the Company’s common stock actually issued and outstanding on the last business day of the prior fiscal year (excluding any rights to purchase shares of the Company’s common stock that may be outstanding, such as options or warrants), (ii) 1,426,000 shares of the Company’s common stock or (iii) a number of shares of Common Stock determined by the Company’s board of directors. As of January 1, 2016, the number of shares of common stock that may be issued under the 2014 Plan was automatically increased by 882,640 shares, increasing the number of shares of common stock available for issu ance under the 2014 Plan to 3,756,092 shares. The Company has three additional share-based compensation plans pursuant to which outstanding awards have been made, but from which no further awards can or will be made: (i) the 2001 Stock Plan (the “2001 Plan”); (ii) the 2004 Stock Plan (the “2004 Plan”); and the 2013 Stock Plan (the “2013 Plan”, and collectively with the 2001 Plan and the 2004 Plan, the “Predecessor Plans”). The cost of stock-based compensation awards are determined based on the grant-date fair value, net of the effects of estimated forfeitures of the awards, and is recognized into expense over the award’s service period. Stock-based compensation expense for the three and six months ended June 30, 2016 and 2015 was recognized as follows: Three Months Ended Six Months Ended June 30, June 30, 2016 2015 2016 2015 Research and development $ $ $ $ General and administrative Total stock-based compensation expense $ $ $ $ Three Months Ended Six Months Ended June 30, June 30, 2016 2015 2016 2015 Stock options $ $ $ $ Employee stock purchase plan Total stock-based compensation expense $ $ $ $ Stock Options All options granted under the Plans were granted with exercise prices equal to or above the fair market value of the Company’s common stock on the date of grant. Options granted under the Plans vest over a time period or based on performance milestones established at the sole discretion of the Company’s board of directors or its compensation committee. Vesting for time-based options generally occurs over a period of not greater than four years. All stock options expire no later than ten years from the grant date. Under the terms of the Plans, employees may use shares to exercise a portion of these options. Shares tendered for this purpose are valued at the fair market value as of the date the options are exercised. The following table summarizes stock option activity under the Plans from January 1, 2016 through June 30, 2016 : Weighted- Weighted- Average Average Aggregate Number Exercise Contractual Intrinsic of Shares Price Life (in Years) Value Outstanding, January 1, 2016 $ Granted $ Exercised $ Expired — $ — Forfeited $ Outstanding, June 30, 2016 $ $ Exercisable, June 30, 2016 $ $ Vested and Expected to Vest, June 30, 2016 $ The total intrinsic value of options exercised during the six months ended June 30, 2016 and 2015 was $326,124 and $1,752,314 , respectively. The Company granted 303,559 performance-based stock options to employees in March 2011. These performance options have a 10 -year life and exercise prices equal to the fair value of the Company’s stock at the grant date. Vesting of no more than 60% of these performance options is dependent on (i) meeting certain performance conditions, which relate to the Company’s research and development progress, which were established by the Company’s board of directors and (ii) the passage of time subsequent to the achievement of such performance conditions. Vesting of no more than 40% of these performance options is dependent on (i) meeting certain performance conditions, which relate to a deemed liquidation of the Company, an IPO or consummation of a strategic transaction, which were established by the Company’s board of directors and (ii) the passage of time subsequent to the achievement of such performance conditions. The Company’s board of directors determines if the performance conditions have been met. Stock-based compensation expense for these options is recorded when management estimates that the vesting of these options is probable based on the status of the Company’s research and development programs and other relevant factors and stock-based compensation expense was recorded ratably over the service period associated with the performance condition. As of June 30, 2016 , the vesting of 165,883 performance-based stock options had been deemed probable. Any change in these estimates will result in a cumulative adjustment in the period in which the estimate is changed, so that as of the end of a period, the cumulative compensation expense recognized for an award or grant equals the amount that would be recognized on a straight-line basis as if the current estimates had been utilized since the beginning of the service period. The Company uses the Black-Scholes valuation model to estimate the fair value of stock options at the grant date. The Black-Scholes valuation model requires the Company to make certain estimates and assumptions, including assumptions related to the expected price volatility of the Company’s stock, the period during which the options will be outstanding, the rate of return on risk- free investments, and the expected dividend yield for the Company’s stock. The fair values of stock options granted during the six months ended June 30, 2016 and 2015 were calculated using the following weighted-average assumptions: Six Months Ended June 30, Weighted-average risk-free interest rate Expected term of options (in years) Expected stock price volatility Expected dividend yield The weighted average fair value of options granted during the six months ended June 30, 2016 and 2015 was $6.04 and $9.83 per share, respectively. The fair values of stock options granted were calculated using the following weighted-average assumptions: · Risk-free interest rate: The Company bases the risk-free interest rate on the interest rate payable on U.S. Treasury securities in effect at the time of grant for a period that is commensurate with the assumed expected option term. · Expected term of options: The expected term of options represents the period of time options are expected to be outstanding. The expected term of the options granted is derived using the “simplified” method, as prescribed by the SEC Staff Accounting Bulletin No. 107, Share ‑Based Payment . · Expected stock price volatility: The expected volatility is based on historical stock price volatilities of similar entities within the Company’s industry over the period that is commensurate with the expected term of the option. · Expected dividend yield: The estimate for annual dividends is $0.00 , because the Company has not historically paid, and does not expect for the foreseeable future to pay, a dividend. The total cash received from employees as a result of employee stock option exercises during the six months ended June 30, 2016 and 2015 was $338,468 and $263,430 , respectively. As of June 30, 2016 , excluding performance-based stock options that have not been deemed probable, the aggregate unrecognized stock-based compensation expense related to unvested options granted under the Stock Plans that were expected to vest was $ 7,305,404 . That expense is expected to be recognized as follows: Year ending December 31, 2016 $ 2017 2018 2019 2020 $ The aggregate estimated fair value of options for which the satisfaction of the related-performance conditions have not been deemed probable is $546,951 as of June 30, 2016 . Restricted Stock Units ( “ RSU ” ) Under settlement procedures applicable to a fully vested performance-based RSU, which was held by the Company’s chief executive officer, the Company was required to deliver the underlying common shares on March 13, 2015 . On the settlement date, the Company net settled the award by delivering approximately 220,148 shares of its common stock to its chief executive officer and withholding approximately 171,156 shares of common stock to satisfy income taxes at the applicable minimum statutory rate. In connection with the net settlement, the Company remitted the $1,910,101 tax liability on behalf of its chief executive officer to the relevant tax authorities in cash. Employee Stock Purchase Plan In July 2014, the Company established an Employee Stock Purchase Plan (the “Purchase Plan”). Under the Company’s Purchase Plan, eligible employees can purchase common stock through accumulated payroll deductions at such times as are established by the administrator. The Purchase Plan is administered by the compensation committee of the Company’s board of directors. Under the Purchase Plan, eligible employees may purchase stock at 85% of the lower of the fair market value of a share of the Company’s common stock on the first day of an offering period or on the purchase date. Eligible employees may contribute up to 15% of their eligible compensation. A participant may purchase a maximum of 2,100 shares of common stock per purchase period. Under the Purchase Plan, a participant may not accrue rights to purchase more than $25,000 worth of the Company’s common stock for each calendar year in which such right is outstanding. As of the Company’s first business day of each fiscal year, the aggregate number of shares that may be issued under the Purchase Plan shall automatically increase by a number equal to the least of (i) 1% of the total number of shares of the Company’s common stock actually issued and outstanding on the last business day of the prior fiscal year (excluding any rights to purchase shares of the Company’s common stock that may be outstanding, such as options or warrants), (ii) 356,500 shares of the Company’s common stock, or (iii) a number of shares of the Company’s common stock determined by the Company’s board of directors. The Company’s board of directors determined not to increase the number of shares available for issuance under the Purchase Plan in 2016. As of June 30, 2016 , 375,896 shares remained available for issuance. In accordance with the guidance in ASC 718-50, the ability to purchase shares of the Company’s common stock at the lower of the offering date price or the purchase date price represents an option and, therefore, the Purchase Plan is a compensatory plan under this guidance. Accordingly, stock-based compensation cost is determined based on the option’s grant-date fair value and is recognized over the requisite service period of the option. The Company used the Black-Scholes valuation model and recognized stock-based compensation expense of $ 40,879 and $ 51,347 for the three months ended June 30, 2016 and 2015 , respectively, and $ 153,604 and $ 85,891 for the six months ended June 30, 2016 and 2015 , respectively. |
Collaborative Research Agreemen
Collaborative Research Agreements | 6 Months Ended |
Jun. 30, 2016 | |
Collaborative Research Agreements | |
Collaborative Research Agreements | 10. Collaborative Research Agreements Boehringer Ingelheim 11β HSD1 Inhibitors In October 2007, the Company entered into the 11β Agreement with BI pursuant to which BI was responsible for the development and commercialization of 11β HSD1 inhibitors for certain indications, including type 2 diabetes. In December 2015, BI notified the Company that it was terminating the 11β Agreement effective as of March 9, 2016. Under the 11β Agreement, no material payments were required to be made by or to the Company in connection with the termination of the agreement. Beta-site Amyloid Precursor Protein-cleaving Enzyme 1 (BACE) Inhibitors In June 2009, the Company entered into the BACE Agreement with BI pursuant to which BI was responsible for the development and commercialization of BACE inhibitors for the treatment of Alzheimer’s disease and other forms of dementia. In July 2015, BI notified the Company that it was terminating the BACE Agreement, effective as of October 21, 2015, for strategic business reasons. In connection with the termination of the BACE Agreement, the Company received the rights to the BACE program, including VTP-36951, which includes, among other rights, certain exclusive rights to develop and commercialize the terminated products for the treatment of Alzheimer’s, diabetes and the other indications covered by the BACE Agreement. Under the BACE Agreement, no material payments were required to be made by or to the Company in connection with the termination of the agreement. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2016 | |
Income Taxes | |
Income Taxes | 11. Income Taxes For the three and six months ended June 30, 2016 and 2015 , the Company did no t record a current or deferred income tax expense or benefit. The Company has evaluated the positive and negative evidence bearing upon the realizability of its deferred tax assets. Based on the Company’s history of operating losses, the Company has concluded that it is not more likely than not that the benefit of its deferred tax assets will be realized. Accordingly, the Company has provided a full valuation allowance for deferred tax assets as of June 30, 2016 and December 31, 2015 . |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2016 | |
Related Party Transactions | |
Related Party Transactions | 12. Related Party Transactions A member of the Company’s board of directors is a partner/founder of a law firm that provided various legal services to the Company. The Company has incurred costs of $180,000 and $60,000 for the three months ended June 30, 2016 and 2015 , respectively, and $519,000 and $293,000 for the six months ended June 30, 2016 and 2015 , respectively. Additionally, $88,000 and $27,000 was due to the related party as of June 30, 2016 and December 31, 2015 , respectively. |
Basis of Presentation and Sum19
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
Basis of Presentation and summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and are unaudited. The interim unaudited financial statements have been prepared on the same basis as the financial statements as of and for the year ended December 31, 2015 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 (“Annual Report on Form 10-K”). In the opinion of management, the accompanying financial statements reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of June 30, 2016 and the results of its operations, comprehensive loss and cash flows for the three and six months ended June 30, 2016 and 2015 . The results for the three and six months ended June 30, 2016 are not necessarily indicative of results to be expected for the year ending December 31, 2016 , any other interim periods, or any future year or period. The information contained in the accompanying financial statements and the notes thereto should be read in conjunction with the financial statements and notes thereto as of and for the year ended December 31, 2015 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 4, 2016. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments At June 30, 2016 and December 31, 2015 , the Company’s financial instruments included cash and cash equivalents, restricted cash, marketable securities, accounts payable, and accrued expenses. The carrying amounts reported in the Company’s financial statements for cash and cash equivalents, restricted cash, accounts payable and accrued expenses approximates their respective fair values because of the short-term nature of these instruments. The Company’s marketable securities are carried at fair value based on quoted market prices and other observable inputs. The Company determines the estimated fair value of financial instruments using available market information and management’s estimates. The use of different market assumptions and/or estimation methodologies could have a significant effect on the estimated fair value amounts. |
Net Income (Loss) Per Common Share | Net Income (Loss) Per Common Share Basic net income (loss) per share is determined by using the weighted average number of shares of common stock outstanding during each period. Diluted net income (loss) per common share is computed by using the weighted-average number of shares of common stock outstanding, plus, for periods with net income attributable to common stock, the dilutive effects of stock options, restricted stock units, and warrants. Potential dilutive shares consist of incremental common stock issuable upon the exercise of stock options and warrants. Basic and dilutive computations are the same in periods with net losses attributable to common stockholders as the dilutive effects of stock options, restricted stock units and warrants would be antidilutive. |
Significant Accounting Policies | Significant Accounting Policies The Company’s significant accounting policies are disclosed in the audited financial statements for the year ended December 31, 2015 included in the Company’s Annual Report on Form 10-K. Since the date of those financial statements, there have been no changes to the Company’s significant accounting policies. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) and subsequently issued additional updates amending the guidance contained in Topic 606 thereby affecting the guidance contained in ASU 2014-09. ASU 2014-09 and the subsequent Topic 606 updates will supersede and replace nearly all existing U.S. GAAP revenue recognition guidance, including industry-specific guidance, and are effective for annual reporting periods beginning after December 15, 2017, including interim periods therein. The Company is evaluating the guidance in ASU 2014-09 and the subsequent Topic 606 updates and has not yet determined what, if any, effect this guidance will have on its results of operations or financial condition. In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements—Going Concern . ASU 2014-15 requires management of all entities to evaluate whether there are conditions and events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the financial statements are issued, and to make certain disclosures if it concludes that substantial doubt exists or when its plans alleviate substantial doubt about the entity’s ability to continue as a going concern. ASU 2014-15 is effective for the Company for annual reporting periods beginning in 2016 and for interim reporting periods starting in the first quarter of 2017. The Company is currently evaluating the impact of the adoption of ASU 2014-15 on its financial statements. In November 2015, the FASB issued ASU 2015-17, Income Taxes: Balance Sheet Classification of Deferred Taxes . ASU 2015-17 simplifies the balance sheet classification of deferred taxes and requires that all deferred taxes be presented as noncurrent. ASU 2015-17 is effective for fiscal years beginning after December 15, 2016 with early adoption permitted. The adoption of this update is not expected to have a material effect on the Company’s financial statements. In February 2016, the FASB issued ASU 2016-02, Leases , which revises the accounting related to lessee accounting. Under the new guidance, lessees will be required to recognize a lease liability and a right-of-use asset for all leases. ASU 2016-02 is effective beginning after December 15, 2018 and should be applied through a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. Early adoption is permitted. The Company has not yet determined what the effects of adopting this ASU will be on its financial statements. In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation , which simplifies the accounting for the taxes related to stock based compensation, including adjustments to how excess tax benefits and a company's payments for tax withholdings should be classified. ASU 2016-09 is effective for fiscal years beginning after December 15, 2016 with early adoption permitted. The Company has not yet determined what the effects of adopting this ASU will be on its financial statements. |
Employee Stock Purchase Plan | In accordance with the guidance in ASC 718-50, the ability to purchase shares of the Company’s common stock at the lower of the offering date price or the purchase date price represents an option and, therefore, the Purchase Plan is a compensatory plan under this guidance. Accordingly, stock-based compensation cost is determined based on the option’s grant-date fair value and is recognized over the requisite service period of the option. |
Net Loss Per Common Share (Tabl
Net Loss Per Common Share (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Net (Loss) Income Per Common Share | |
Schedule of computation of basic and diluted net loss per common share | Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Basic and diluted net loss per common share calculation: Net loss $ $ $ $ Weighted average number of common shares: Basic and diluted Net loss per common share Basic and diluted $ $ $ $ |
Schedule of outstanding securities excluded from the computation of diluted weighted shares outstanding, as their effects on net loss per share would have been anti dilutive | June 30, 2016 2015 Stock options Employee stock purchase plan Warrants Total |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Accrued Expenses | |
Schedule of accrued expenses | June 30, December 31, 2016 2015 Payroll and related costs $ $ Research and development related costs Legal and accounting related costs Other Total $ $ |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Measurements | |
Schedule of major category of financial assets and liabilities measured at fair value on a recurring basis | Fair Value Measurements as of June 30, 2016 Using Balance as of Level 1 Level 2 Level 3 June 30, 2016 Assets Money market funds $ $ — $ — $ Cash-restricted, CD — — Marketable securities, available-for-sale — — Total assets $ $ $ — $ Fair Value Measurements as of December 31, 2015 Using Balance as of Level 1 Level 2 Level 3 December 31, 2015 Assets Money market funds $ $ — $ — $ Other cash equivalents — — Cash-restricted, CD — — Marketable securities, available-for-sale — — Total assets $ $ $ — $ |
Investments (Tables)
Investments (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Investments. | |
Schedule of marketable securities | Cost Unrealized Unrealized Fair Basis Gains Losses Value June 30, 2016 Corporate notes and bonds $ $ $ $ Total marketable securities $ $ $ $ December 31, 2015 Corporate notes and bonds $ $ $ $ Total marketable securities $ $ $ $ |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Stockholders’ Equity | |
Summary of warrants outstanding and exercisable | The following table summarizes the warrants outstanding and exercisable as of June 30, 2016 : Exercise Expiration Warrants to Purchase Shares Price Date Common stock $ 07/12/2016 Common stock $ 08/28/2018 Common stock $ 12/21/2021 On July 12, 2016, warrants to purchase 1,449 common shares with an exercise price of $20.70 per share expired unexercised. |
Schedule of shares of common stock reserved for future issuance | At June 30, 2016 , the Company has reserved the following shares of common stock for issuance: Common stock options outstanding Shares available for future grant under employee compensation plans Shares available through employee stock purchase plan Warrants |
Employee Compensation Plans (Ta
Employee Compensation Plans (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Employee Compensation Plans | |
Schedule of stock-based compensation expense recognized | Three Months Ended Six Months Ended June 30, June 30, 2016 2015 2016 2015 Research and development $ $ $ $ General and administrative Total stock-based compensation expense $ $ $ $ Three Months Ended Six Months Ended June 30, June 30, 2016 2015 2016 2015 Stock options $ $ $ $ Employee stock purchase plan Total stock-based compensation expense $ $ $ $ |
Summary of stock option activity under the Plans | Weighted- Weighted- Average Average Aggregate Number Exercise Contractual Intrinsic of Shares Price Life (in Years) Value Outstanding, January 1, 2016 $ Granted $ Exercised $ Expired — $ — Forfeited $ Outstanding, June 30, 2016 $ $ Exercisable, June 30, 2016 $ $ Vested and Expected to Vest, June 30, 2016 $ |
Schedule of weighted-average assumptions used for calculating fair values of stock options granted | Six Months Ended June 30, Weighted-average risk-free interest rate Expected term of options (in years) Expected stock price volatility Expected dividend yield |
Schedule of total unrecognized compensation expense, excluding performance based stock options that have not been deemed probable, net of estimated forfeitures, related to unvested options granted under the Stock Plans expected to be recognized | Year ending December 31, 2016 $ 2017 2018 2019 2020 $ |
Organization - Collaborations (
Organization - Collaborations (Details) - BI $ in Millions | Jun. 30, 2016USD ($) |
Collaborative research agreements | |
Funding provided by counterparty including sale of the Company's equity securities and upfront license fees, research funding and success based milestone payments | $ 158 |
Funding provided by the counterparty from sale of the Company's equity securities | 30 |
Funding provided by counterparty from upfront license fees, research funding and success based milestone payments | $ 128 |
Organization - Cash, Cash Equiv
Organization - Cash, Cash Equivalents and Marketable Securities (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2016USD ($) | |
Organization | |
Cash, cash equivalents and marketable securities | $ 77.4 |
Anticipated operating expenses and capital expenditure period | 12 months |
Length of the Phase 2 clinical trial | 112 days |
Net Loss Per Common Share - Com
Net Loss Per Common Share - Computation of Basic and Diluted Net Income (Loss) Per Common Share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Basic and diluted net loss per common share calculation: | ||||
Net loss | $ (10,410,047) | $ (9,761,342) | $ (20,417,774) | $ (19,468,424) |
Weighted-average number of common shares: | ||||
Basic and diluted | 28,829,553 | 21,837,676 | 25,686,529 | 21,315,094 |
Net loss per common share | ||||
Basic and diluted | $ (0.36) | $ (0.45) | $ (0.79) | $ (0.91) |
Net Loss Per Common Share - Ant
Net Loss Per Common Share - Anti-dilutive Securities (Details) - shares | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Net Income (Loss) Per Common Share | ||
Potential common shares not reflected in diluted net loss per share as the effect would be anti-dilutive | 2,299,794 | 1,854,892 |
Stock options | ||
Net Income (Loss) Per Common Share | ||
Potential common shares not reflected in diluted net loss per share as the effect would be anti-dilutive | 2,244,925 | 1,794,027 |
Employee stock purchase plan | ||
Net Income (Loss) Per Common Share | ||
Potential common shares not reflected in diluted net loss per share as the effect would be anti-dilutive | 9,401 | 15,397 |
Warrants | ||
Net Income (Loss) Per Common Share | ||
Potential common shares not reflected in diluted net loss per share as the effect would be anti-dilutive | 45,468 | 45,468 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
Accrued Expenses | ||
Payroll and related costs | $ 1,243,619 | $ 1,926,213 |
Research and development related costs | 2,657,346 | 1,914,336 |
Legal and accounting related costs | 399,211 | 256,708 |
Other | 257,900 | 241,311 |
Total | $ 4,558,076 | $ 4,338,568 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
Assets | ||
Marketable securities, available-for-sale | $ 53,295,696 | $ 47,596,144 |
Recurring | ||
Assets | ||
Total Assets | 76,767,249 | 58,474,758 |
Recurring | Cash and cash equivalents | Money market funds | ||
Assets | ||
Cash and cash equivalents | 23,271,553 | 7,925,684 |
Recurring | Cash and cash equivalents | Other cash equivalents | ||
Assets | ||
Cash and cash equivalents | 2,752,930 | |
Recurring | Cash and cash equivalents | CD | ||
Assets | ||
Cash-restricted, CD | 200,000 | 200,000 |
Recurring | Investments | ||
Assets | ||
Marketable securities, available-for-sale | 53,295,696 | 47,596,144 |
Recurring | Level 1 | ||
Assets | ||
Total Assets | 23,471,553 | 8,125,684 |
Recurring | Level 1 | Cash and cash equivalents | Money market funds | ||
Assets | ||
Cash and cash equivalents | 23,271,553 | 7,925,684 |
Recurring | Level 1 | Cash and cash equivalents | CD | ||
Assets | ||
Cash-restricted, CD | 200,000 | 200,000 |
Recurring | Level 2 | ||
Assets | ||
Total Assets | 53,295,696 | 50,349,074 |
Recurring | Level 2 | Cash and cash equivalents | Other cash equivalents | ||
Assets | ||
Cash and cash equivalents | 2,752,930 | |
Recurring | Level 2 | Investments | ||
Assets | ||
Marketable securities, available-for-sale | $ 53,295,696 | $ 47,596,144 |
Investments - Marketable Securi
Investments - Marketable Securities Tabular Disclosure (Details) - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
Marketable Securities | ||
Cost Basis | $ 53,284,912 | $ 47,625,609 |
Unrealized Gains | 22,333 | 2,591 |
Unrealized Losses | (11,549) | (32,056) |
Fair Value | 53,295,696 | 47,596,144 |
Corporate notes and bonds | ||
Marketable Securities | ||
Cost Basis | 53,284,912 | 47,625,609 |
Unrealized Gains | 22,333 | 2,591 |
Unrealized Losses | (11,549) | (32,056) |
Fair Value | $ 53,295,696 | $ 47,596,144 |
Debt Extinguishment (Details)
Debt Extinguishment (Details) - USD ($) | Feb. 27, 2015 | Jun. 30, 2015 |
Debt extinguishment | ||
Loss on debt extinguishment | $ 206,678 | |
2011 Credit Facility | ||
Debt extinguishment | ||
Total payoff | $ 4,342,855 | |
Prepayment and other additional fees | 84,453 | |
Deferred financing fees | 20,852 | |
Unamortized debt discount | $ 101,373 | |
Loss on debt extinguishment | $ 206,678 |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock (Details) - USD ($) $ / shares in Units, $ in Millions | Mar. 31, 2016 | Mar. 24, 2016 | Jan. 28, 2015 | Jun. 30, 2016 |
At-the-market offering | ||||
Common Stock | ||||
Maximum aggregate offering price of at-the-market offering | $ 40 | |||
Common stock | ||||
Common Stock | ||||
Issuance of common stock (in shares) | 5,833,333 | 3,450,000 | ||
Share price (in dollars per share) | $ 6 | $ 11.90 | ||
Gross proceeds from issuance | $ 35 | |||
Net proceeds from issuance | $ 36.9 | $ 38 | ||
Common stock | Underwriters option | ||||
Common Stock | ||||
Issuance of common stock (in shares) | 815,000 | 450,000 | ||
Share price (in dollars per share) | $ 6 | |||
Gross proceeds from issuance | $ 4.9 |
Stockholders' Equity - Preferre
Stockholders' Equity - Preferred Stock (Details) - $ / shares | Jun. 30, 2016 | Dec. 31, 2015 |
Preferred Stock | ||
Preferred stock, shares authorized | 15,000,000 | 15,000,000 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Stockholders' Equity - Treasury
Stockholders' Equity - Treasury Stock (Details) | 6 Months Ended |
Jun. 30, 2016USD ($)shares | |
Treasury Stock | |
Treasury shares acquired as consideration for exercise price in cashless exercise of options (in shares) | shares | 211 |
Fair value of common stock | $ | $ 2,324 |
Stockholders' Equity - Warrants
Stockholders' Equity - Warrants (Details) - $ / shares | Jul. 12, 2016 | Jun. 30, 2016 |
Warrants to purchase common stock | Minimum | ||
Warrants | ||
Exercise price of warrants (in dollars per share) | $ 20.70 | |
Warrants to purchase common stock | Maximum | ||
Warrants | ||
Exercise price of warrants (in dollars per share) | $ 27.60 | |
Warrant to purchase common stock, expiring on 07/12/2016 | ||
Warrants | ||
Number of shares of common stock that can be purchased by warrants | 1,449 | |
Exercise price of warrants (in dollars per share) | $ 20.70 | |
Warrant to purchase common stock, expiring on 07/12/2016 | Common stock | ||
Warrants | ||
Number of common stock under warrants that expired | 1,449 | |
Warrant to purchase common stock, expiring on 08/28/2018 | ||
Warrants | ||
Number of shares of common stock that can be purchased by warrants | 14,130 | |
Exercise price of warrants (in dollars per share) | $ 27.60 | |
Warrant to purchase common stock, expiring on 12/21/2021 | ||
Warrants | ||
Number of shares of common stock that can be purchased by warrants | 29,889 | |
Exercise price of warrants (in dollars per share) | $ 27.60 |
Stockholders' Equity - Shares R
Stockholders' Equity - Shares Reserved for Future Issuance (Details) | Jun. 30, 2016shares |
Common Stock | |
Common stock options outstanding | 2,244,925 |
Shares available for future grant under employee compensation plans | 2,434,639 |
Shares available through employee stock purchase plan | 375,896 |
Warrants | 45,468 |
Common stock reserved for issuance | 5,100,928 |
Employee Compensation Plans - G
Employee Compensation Plans - General Disclosures (Details) | Jan. 01, 2016shares | Jul. 31, 2014shares | Jun. 30, 2016planshares |
Employee Compensation Plans | |||
Shares available for grant | 2,434,639 | ||
Number of additional share-based compensation plans | plan | 3 | ||
2014 Stock Plan | |||
Employee Compensation Plans | |||
Number of shares reserved in July 2014 under clause (1) (in shares) | 1,782,500 | ||
Maximum number of additional shares reserved in July 2014 under clauses (2) and (3) (in shares) | 1,070,687 | ||
Shares available for grant | 2,434,639 | ||
Automatic increase in shares reserved for issuance on first business day of each of fiscal year as a percentage of shares actually issued and outstanding on last business day of prior fiscal year (as a percent) | 4.00% | ||
Automatic increase in shares reserved for issuance on first business day of each of fiscal year (in shares) | 1,426,000 | ||
Increase in shares authorized | 882,640 | ||
Common stock authorized for issuance (in shares) | 3,756,092 |
Employee Compensation Plans - S
Employee Compensation Plans - Stock-based Compensation Expense by Operations Statement Location (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Stock-based compensation | ||||
Total stock-based compensation expense | $ 752,562 | $ 539,675 | $ 1,491,446 | $ 869,313 |
Research and development | ||||
Stock-based compensation | ||||
Total stock-based compensation expense | 324,221 | 235,819 | 664,219 | 373,577 |
General and administrative | ||||
Stock-based compensation | ||||
Total stock-based compensation expense | $ 428,341 | $ 303,856 | $ 827,227 | $ 495,736 |
Employee Compensation Plans -41
Employee Compensation Plans - Stock-based Compensation Expense by Award (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Stock-based compensation | ||||
Total stock-based compensation expense | $ 752,562 | $ 539,675 | $ 1,491,446 | $ 869,313 |
Stock options | ||||
Stock-based compensation | ||||
Total stock-based compensation expense | 711,683 | 488,328 | 1,337,842 | 783,422 |
Employee stock purchase plan | ||||
Stock-based compensation | ||||
Total stock-based compensation expense | $ 40,879 | $ 51,347 | $ 153,604 | $ 85,891 |
Employee Compensation Plans -42
Employee Compensation Plans - Stock Option Activity (Details) - Stock options - USD ($) | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Number of Shares | ||
Balance at the beginning of the period | 1,865,316 | |
Granted | 491,625 | |
Exercised | (95,071) | |
Forfeited | (16,945) | |
Balance at the end of the period | 2,244,925 | |
Exercisable, at the end of the period | 881,618 | |
Vested and Expected to Vest, at the end of the period | 2,206,412 | |
Weighted Average Exercise Price | ||
Balance at the beginning of the period | $ 8.1159 | |
Granted | 9.3169 | |
Exercised | 3.5602 | |
Forfeited | 10.0491 | |
Balance at the end of the period | 8.5698 | |
Exercisable, at the end of the period | 6.9236 | |
Vested and Expected to Vest, at the end of the period | $ 8.5462 | |
Additional disclosures | ||
Weighted Average Contractual Life (in years) - Outstanding | 7 years 4 months 28 days | |
Weighted Average Contractual Life (in Years) - Exercisable (in years) | 5 years 3 months 22 days | |
Aggregate Intrinsic Value - Outstanding | $ 6,583,575 | |
Aggregate Intrinsic Value - Exercisable | 3,845,186 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 326,124 | $ 1,752,314 |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 4 years | |
Expiration period | 10 years |
Employee Compensation Plans - P
Employee Compensation Plans - Performance-based Stock Options (Details) - Performance-based stock options granted to employees - shares | 1 Months Ended | 6 Months Ended |
Mar. 31, 2011 | Jun. 30, 2016 | |
Employee Compensation Plans | ||
Awards granted (in shares) | 303,559 | |
Expiration period | 10 years | |
Stock option vesting deemed probable (in shares) | 165,883 | |
Performance conditions, which relate to the Company's research and development progress | Maximum | ||
Employee Compensation Plans | ||
Vesting percentage | 60.00% | |
Performance conditions, which relate to deemed liquidation of the Company, an IPO or consummation of a strategic transaction | Maximum | ||
Employee Compensation Plans | ||
Vesting percentage | 40.00% |
Employee Compensation Plans - W
Employee Compensation Plans - Weighted Average Assumptions to Determine Fair Value (Details) - Stock options - USD ($) | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Weighted average fair value assumptions used to calculate fair values of stock options granted | ||
Weighted-average risk-free interest rate | 1.40% | 1.69% |
Expected term of options (in years) | 6 years 1 month 13 days | 6 years 1 month 17 days |
Expected stock price volatility | 73.00% | 81.00% |
Expected dividend yield | 0.00% | 0.00% |
Estimate for annual dividends | $ 0 | $ 0 |
Stock Options | ||
Weighted average fair value of options granted | $ 6.04 | $ 9.83 |
Total cash received from employees as a result of employee stock option exercises | $ 338,468 | $ 263,430 |
Employee Compensation Plans - A
Employee Compensation Plans - Aggregate Unrecognized Stock-based Compensation Expense (Details) | Jun. 30, 2016USD ($) |
Stock options | |
Recognition schedule of aggregate unrecognized stock-based compensation expense, excluding performance-based options not deemed probable, related to unvested options granted | |
2,016 | $ 1,476,869 |
2,017 | 2,608,487 |
2,018 | 2,107,329 |
2,019 | 955,881 |
2,020 | 156,838 |
Total unrecognized compensation expense | 7,305,404 |
Performance-based stock options granted to employees | |
Stock Options | |
Aggregate estimated fair value of options for which the satisfaction of the related performance conditions have not been deemed probable | $ 546,951 |
Employee Compensation Plans - R
Employee Compensation Plans - Restricted Stock Units (Details) - USD ($) | Mar. 13, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 |
Restricted Stock Units | |||||
Total stock-based compensation expense | $ 752,562 | $ 539,675 | $ 1,491,446 | $ 869,313 | |
Tax liability remitted | $ 1,910,101 | ||||
Chief executive officer | Restricted stock units | 2013 Plan | |||||
Restricted Stock Units | |||||
Awards settled and delivered (in shares) | 220,148 | ||||
Shares withheld to satisfy income taxes on award settlement | 171,156 | ||||
Tax liability remitted | $ 1,910,101 |
Employee Compensation Plans - E
Employee Compensation Plans - Employee Stock Purchase Plan (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2014 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Employee Compensation Plans | |||||
Proceeds from the issuance of common stock, net of repurchases | $ 38,028,448 | $ 38,855,130 | |||
Shares available for grant | 2,434,639 | 2,434,639 | |||
Stock-based compensation expense | $ 752,562 | $ 539,675 | $ 1,491,446 | 869,313 | |
Research and development | |||||
Employee Compensation Plans | |||||
Stock-based compensation expense | 324,221 | 235,819 | 664,219 | 373,577 | |
General and administrative | |||||
Employee Compensation Plans | |||||
Stock-based compensation expense | $ 428,341 | 303,856 | $ 827,227 | 495,736 | |
Employee stock purchase plan | |||||
Employee Compensation Plans | |||||
Purchase price of common stock (as a percent) | 85.00% | ||||
Maximum percentage of eligible compensation that eligible employee may contribute | 15.00% | ||||
Maximum number of shares of common stock that participants may purchase | 2,100 | ||||
The maximum value a participant can purchase in any calendar year | $ 25,000 | ||||
Minimum percentage of total number of shares of the Company's common stock actually issued and outstanding on the last business day of the prior fiscal year that may automatically increase under the plan | 1.00% | ||||
Minimum number of shares of Company's common stock that may automatically increase under the plan | 356,500 | ||||
Shares available for grant | 375,896 | 375,896 | |||
Stock-based compensation expense | $ 40,879 | $ 51,347 | $ 153,604 | $ 85,891 |
Income Taxes (Details) 10Q
Income Taxes (Details) 10Q - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Income Taxes | ||||
Current income tax expense (benefit) | $ 0 | $ 0 | $ 0 | $ 0 |
Deferred income tax expense (benefit) | $ 0 | $ 0 | $ 0 | $ 0 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Related Party Transactions | |||||
Costs incurred from related party | $ 180,000 | $ 60,000 | $ 519,000 | $ 293,000 | |
Due to the related party | $ 88,000 | $ 88,000 | $ 27,000 |