Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2014 | Mar. 20, 2015 | Jun. 30, 2014 |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | FALSE | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | Mast Therapeutics, Inc. | ||
Entity Central Index Key | 1160308 | ||
Current Fiscal Year End Date | -19 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Smaller Reporting Company | ||
Trading Symbol | MSTX | ||
Entity Common Stock, Shares Outstanding | 159,458,376 | ||
Entity Public Float | $74 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $35,808 | $25,681 |
Investment securities | 21,481 | 18,711 |
Prepaid expenses and other current assets | 1,114 | 1,136 |
Total current assets | 58,403 | 45,528 |
Property and equipment, net | 188 | 106 |
In-process research and development | 8,549 | 6,549 |
Goodwill | 3,007 | 3,007 |
Other assets | 353 | 60 |
Total assets | 70,500 | 55,250 |
Current liabilities: | ||
Accounts payable | 1,370 | 964 |
Accrued liabilities | 5,625 | 2,495 |
Accrued compensation and payroll taxes | 1,443 | 1,374 |
Total current liabilities | 8,438 | 4,833 |
Deferred income tax liability | 3,404 | 2,609 |
Total liabilities | 11,842 | 7,442 |
Commitments (Note 11) | ||
Stockholders' equity: | ||
Common stock, $0.001 par value; 500,000,000 shares authorized; 159,458,376 and 102,710,286 shares issued and outstanding at December 31, 2014 and 2013, respectively | 159 | 103 |
Additional paid-in capital | 293,655 | 254,155 |
Accumulated other comprehensive loss | -25 | -21 |
Accumulated deficit | -235,131 | -206,429 |
Total stockholders' equity | 58,658 | 47,808 |
Total liabilities and stockholders' equity | $70,500 | $55,250 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Statement Of Financial Position [Abstract] | ||
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 159,458,376 | 102,710,286 |
Common stock, shares outstanding | 159,458,376 | 102,710,286 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations and Comprehensive Loss (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Statement [Abstract] | ||
Revenues | $0 | $0 |
Operating expenses: | ||
Research and development | 19,435,000 | 12,902,000 |
Selling, general and administrative | 9,488,000 | 8,518,000 |
Transaction-related expenses | 271,000 | 79,000 |
Depreciation and amortization | 85,000 | 40,000 |
Total operating expenses | 29,279,000 | 21,539,000 |
Loss from operations | -29,279,000 | -21,539,000 |
Interest income | 69,000 | 60,000 |
Other income/(expense), net | 508,000 | -1,000 |
Net loss | -28,702,000 | -21,480,000 |
Net loss per share - basic and diluted | ($0.23) | ($0.28) |
Weighted average shares outstanding - basic and diluted | 122,409,183 | 76,585,752 |
Comprehensive Loss: | ||
Net loss | -28,702,000 | -21,480,000 |
Other comprehensive losses | -4,000 | -19,000 |
Comprehensive loss | ($28,706,000) | ($21,499,000) |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Equity (USD $) | Total | Synthrx | Aires [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated Deficit [Member] | Treasury Stock, at Cost [Member] |
In Thousands, except Share data | USD ($) | USD ($) | USD ($) | Synthrx | Aires [Member] | USD ($) | Synthrx | Aires [Member] | USD ($) | USD ($) | USD ($) | |
USD ($) | USD ($) | USD ($) | USD ($) | |||||||||
Beginning balances at Dec. 31, 2012 | $41,793 | $48 | $226,697 | ($2) | ($184,949) | ($1) | ||||||
Beginning balances, shares at Dec. 31, 2012 | 46,265,286 | |||||||||||
Net loss | -21,480 | -21,480 | ||||||||||
Sale of common stock, net of offering costs | 25,737 | 56 | 25,681 | |||||||||
Sale of common stock, net of offering costs, shares | 56,195,000 | |||||||||||
Elimination of treasury stock in connection with offering | -1 | 1 | ||||||||||
Share-based compensation expense - employee options | 1,600 | 1,600 | ||||||||||
Issuance of common stock in acquisition | 0 | 0 | ||||||||||
Issuance of common stock in acquisition, shares | 250,000 | |||||||||||
Elimination of contingent liability | 177 | 177 | ||||||||||
Other comprehensive loss | -19 | -19 | ||||||||||
Ending balances at Dec. 31, 2013 | 47,808 | 103 | 254,155 | -21 | -206,429 | |||||||
Ending balances, shares at Dec. 31, 2013 | 102,710,286 | |||||||||||
Net loss | -28,702 | -28,702 | ||||||||||
Sale of common stock and pre-funded warrants, net of offering costs | 34,254 | 51 | 34,203 | |||||||||
Sale of common stock and pre-funded warrants, net of offering costs, Shares | 51,644,288 | |||||||||||
Share-based compensation expense - employee options | 2,032 | 2,032 | ||||||||||
Issuance of common stock in acquisition | 3,270 | 5 | 3,265 | |||||||||
Issuance of common stock in acquisition, shares | 5,103,702 | |||||||||||
Warrant exercise | 0 | 0 | 0 | |||||||||
Warrant exercise, shares | 100 | |||||||||||
Other comprehensive loss | -4 | -4 | ||||||||||
Ending balances at Dec. 31, 2014 | $58,658 | $159 | $293,655 | ($25) | ($235,131) | |||||||
Ending balances, shares at Dec. 31, 2014 | 159,458,376 |
Consolidated_Statements_of_Sto1
Consolidated Statements of Stockholders' Equity (Parenthetical) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Statement Of Stockholders Equity [Abstract] | ||
Sale of stock for Common stock, offering costs | $2,361 | |
Sale of stock for common stock and pre funded warrants, offering costs | $2,095 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Cash flows from operating activities: | ||
Net loss | ($28,702) | ($21,480) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 85 | 40 |
Loss on change in fair value of contingent consideration | 35 | |
Gain on bargain purchase | -486 | |
Share-based compensation expense related to employee stock options | 2,032 | 1,600 |
Changes in assets and liabilities, net of effect of acquisitions: | ||
Increase in prepaid expenses and other assets | -58 | -490 |
Increase in accounts payable and accrued liabilities | 2,484 | 2,507 |
Net cash used in operating activities | -24,645 | -17,788 |
Cash flows from investing activities: | ||
Purchases of certificates of deposit | -19,435 | -21,967 |
Proceeds from maturities of certificates of deposit | 16,659 | 17,248 |
Purchases of property and equipment | -147 | -47 |
Security deposit for new lease | -130 | |
Cash obtained through acquisition | 3,534 | |
Net cash provided by/(used in) investing activities | 481 | -4,766 |
Cash flows from financing activities: | ||
Proceeds from sale of common stock | 30,201 | 28,098 |
Proceeds from sale and exercise of warrants | 6,148 | |
Payments for offering costs | -2,058 | -2,361 |
Net cash provided by financing activities | 34,291 | 25,737 |
Effect of exchange rate changes on cash | -2 | |
Net increase in cash and cash equivalents | 10,127 | 3,181 |
Cash and cash equivalents at beginning of period | 25,681 | 22,500 |
Cash and cash equivalents at end of period | $35,808 | $25,681 |
Description_of_Business
Description of Business | 12 Months Ended | |
Dec. 31, 2014 | ||
Accounting Policies [Abstract] | ||
Description of Business | 1 | Description of Business |
Mast Therapeutics, Inc., a Delaware corporation (“Mast Therapeutics,” “we” or “our company”), is a biopharmaceutical company focused on developing therapies for serious or life-threatening diseases. We have devoted substantially all of our resources to research and development (“R&D”) and acquisition of our product candidates. We have not yet marketed or sold any products or generated any significant revenue. Through our acquisition of SynthRx, Inc. (“SynthRx”) in 2011, we acquired our Membrane Adhesion & Sealant Technology (MAST) platform, which includes proprietary poloxamer-related data and know-how developed over two decades of clinical, nonclinical and manufacturing experience, and we are leveraging the MAST platform to develop vepoloxamer for serious or life-threatening diseases and conditions typically characterized by impaired microvascular blood flow and damaged cell membranes. Through our acquisition of Aires Pharmaceuticals, Inc. (“Aires”) in February 2014, we acquired AIR001, a sodium nitrite inhalation solution for intermittent inhalation via nebulizer, which we are developing for the treatment of heart failure with preserved ejection fraction (HFpEF). | ||
Our business, operating results, financial condition, and growth prospects are subject to significant risks and uncertainties, including failing to obtain regulatory approval to commercialize our product candidates and failing to secure additional funding to complete development of and to successfully commercialize our product candidates. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Accounting Policies [Abstract] | |||||||||
Summary of Significant Accounting Policies | 2 | Summary of Significant Accounting Policies | |||||||
Basis of Presentation | |||||||||
The consolidated financial statements include the accounts of Mast Therapeutics and its wholly-owned subsidiaries, SD Pharmaceuticals, Inc. (“SD Pharmaceuticals”) and Aires. All intercompany accounts and transactions have been eliminated in consolidation. SynthRx, which became a wholly-owned subsidiary of Mast Therapeutics upon completion of the acquisition in 2011, was merged with and into Mast Therapeutics in December 2014. | |||||||||
We account for business combinations, such as our acquisitions of SynthRx in April 2011 and Aires in February 2014, in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC Topic 805”). ASC Topic 805 establishes principles and requirements for recognizing and measuring the total consideration transferred to and the assets acquired, liabilities assumed and any non-controlling interests in the acquired target in a business combination. ASC Topic 805 also provides guidance for recognizing and measuring goodwill acquired in a business combination; requires purchased in-process research and development (“IPR&D”) to be capitalized at fair value as an intangible asset at the time of acquisition; requires acquisition-related expenses and restructuring costs to be recognized separately from the business combination; expands the definition of what constitutes a business; and requires the acquirer to disclose information that users may need to evaluate and understand the financial effect of the business combination. | |||||||||
We previously were classified as a “development stage entity” under the Master Glossary of the Accounting Standards Codification and, as such, were required to present inception-to-date information in our statements of operations and income, stockholders’ equity, and cash flows. In June 2014, the Financial Accounting Standards Board (“FASB”) issued an accounting standards update that eliminates the concept of a development stage entity from United States generally accepted accounting principles (“U.S. GAAP”) and removes the related incremental reporting requirements. See “Recent Accounting Pronouncements” below in this Note 2 for additional information on this new standard. We elected to early adopt the new standard. Accordingly, the financial statements contained in this report do not include inception-to-date information. | |||||||||
Use of Estimates | |||||||||
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes. On an ongoing basis, we evaluate our estimates, including estimates related to R&D expenses, IPR&D, goodwill, and share-based compensation expenses. We base our estimates on historical experience and various other relevant assumptions we believe to be reasonable under the circumstances. Actual results may differ from these estimates. | |||||||||
Fair Value of Financial Instruments | |||||||||
Our investment securities are carried at fair value (see Note 6). Cash equivalents, prepaid expenses and other current assets, accounts payable and accrued liabilities, are carried at cost, which we believe approximates fair value due to the short-term maturities of these instruments. | |||||||||
Cash Equivalents | |||||||||
We consider all highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents. Cash equivalents are carried at cost, which we believe approximates fair value due to the short-term maturities of these instruments. At December 31, 2014 and 2013, we had $16.6 million and $1.3 million of cash equivalents, respectively. | |||||||||
Investment Securities | |||||||||
Investment securities are marketable equity or debt securities. All of our investment securities are “available-for-sale” securities and carried at fair value (see Note 6). Fair value for securities with short maturities and infrequent secondary market trades typically is determined by using a curve-based evaluation model that utilizes quoted prices for similar securities. The evaluation model takes into consideration the days to maturity, coupon rate and settlement date convention. Net unrealized gains or losses on these securities are included in accumulated other comprehensive income/(loss), which is a separate component of stockholders’ equity. Realized gains and realized losses are included in other income/(expense), while amortization of premiums and accretion of discounts are included in interest income. Interest and dividends on available-for-sale securities are included in interest income. We periodically evaluate our investment securities for impairment. If we determine that a decline in fair value of any investment security is other than temporary, then the cost basis would be written down to fair value and the decline in value would be charged to earnings. | |||||||||
Our investment securities are under the custodianship of a major financial institution and consist of FDIC-insured certificates of deposit. We have classified all of our available-for-sale investment securities, including those with maturities beyond one year from the date of purchase, as current assets on our consolidated balance sheets because we consider them to be highly liquid and available for use, if needed, in current operations. As of December 31, 2014, $4.7 million, or approximately 22%, of our investment securities had contractual maturity dates of more than one year and less than or equal to 18 months and none were greater than 18 months. | |||||||||
Property and Equipment | |||||||||
Property and equipment are stated at cost, less accumulated depreciation. Property and equipment are depreciated using the straight-line method over the estimated useful lives of the assets, which generally is three to five years. Leasehold improvements are amortized over the economic life of the asset or the lease term, whichever is shorter. Repairs and maintenance are expensed as incurred. | |||||||||
In accordance with ASC Topic 360-10, Property, Plant and Equipment – Overall, we test for recoverability of long-lived assets, including property and equipment, if events or changes in circumstances indicate that the carrying amount for the assets may not be recoverable. If our assessment indicates impairment, we measure the impairment loss as the amount by which the carrying amount exceeds fair value of the assets. Fair value determinations are based on an undiscounted cash flow model or independent appraisals, as appropriate. | |||||||||
Intangible Assets – Goodwill and Acquired In-Process Research & Development | |||||||||
In accordance with ASC Topic 350, Intangibles – Goodwill and Other (“ASC Topic 350”), our goodwill and acquired IPR&D are determined to have indefinite lives and, therefore, are not amortized. Instead, they are tested for impairment annually and between annual tests if we become aware of an event or a change in circumstances that would indicate the carrying value may be impaired. Pursuant to Accounting Standards Update, or ASU, No. 2011-08, Intangibles – Goodwill and Other (Topic 350): Testing Goodwill for Impairment, and No. 2012-02, Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment, we have the option to first assess qualitative factors to determine whether the existence of events or circumstances leads us to determine that it is more likely than not (that is, a likelihood of more than 50%) that our goodwill or our acquired IPR&D is impaired. If we choose to first assess qualitative factors and we determine that it is not more likely than not goodwill or acquired IPR&D is impaired, we are not required to take further action to test for impairment. We also have the option to bypass the qualitative assessment and perform only the quantitative impairment test, which we may choose to do in some periods but not in others. | |||||||||
If we perform a quantitative assessment of goodwill, we utilize the two-step approach prescribed under ASC Topic 350. Step 1 requires a comparison of the carrying value of a reporting unit, including goodwill, to its estimated fair value. We test for impairment at the entity level because we operate on the basis of a single reporting unit. If our carrying value exceeds our fair value, we then perform Step 2 to measure the amount of impairment loss, if any. In Step 2, we estimate the fair value of our individual assets, including identifiable intangible assets, and liabilities to determine the implied fair value of goodwill. We then compare the carrying value of our goodwill to its implied fair value. The excess of the carrying value of goodwill over its implied fair value, if any, is recorded as an impairment charge. | |||||||||
If we perform a quantitative assessment of acquired IPR&D, we calculate the estimated fair value of acquired IPR&D by using the Multi-Period Excess Earnings Method, or MPEEM, which is a form of the income approach. Under the MPEEM, the fair value of an intangible asset is equal to the present value of the asset’s projected incremental after-tax cash flows (excess earnings) remaining after deducting the market rates of return on the estimated value of contributory assets (contributory charge) over its remaining useful life. This method requires us to make long-term projections of revenues and expenses related to development and commercialization of the acquired assets and assumptions regarding the rate of return on contributory assets, the weighted average cost of capital and the probability adjustment factor for estimated future after-tax cash flows. The excess of the carrying value over its estimated fair value is recorded as an impairment charge. | |||||||||
Any impairment charges are recorded to our consolidated statements of operations and comprehensive income/(loss). Our determinations as to whether, and, if so, the extent to which, goodwill and acquired IPR&D become impaired are highly judgmental and based on significant assumptions regarding our projected future financial condition and operating results, changes in the manner of our use and development of the acquired assets, our overall business strategy, and regulatory, market and economic environment and trends. We perform our annual impairment testing as of September 30 each year, or, in the case of initially acquired IPR&D, on the first anniversary of the date we acquired it and subsequently on September 30. As of September 30, 2014, no impairment of goodwill or acquired IPR&D related to the SynthRx acquisition was identified. | |||||||||
Concentration of Credit Risk and Significant Sources of Supply | |||||||||
Financial instruments that potentially subject us to concentrations of credit risk are primarily cash, cash equivalents and investment securities. We have a board-approved investment policy that sets our investment parameters and limitations with objectives of preserving principal and liquidity. Our cash and cash equivalent balances consist primarily of money market accounts under the custodianship of major financial institutions. Investment securities are invested in accordance with our investment policy. We do not have any financial instruments with off-balance-sheet risk of accounting loss. | |||||||||
We rely on single-source, third-party manufacturers and suppliers for production and supply of key components of our product candidates, and for production of the final drug products themselves. If these single-source, third-party manufacturers and suppliers are unable to continue providing a key component or the final drug products, the initiation or progress of any clinical studies of our product candidates may be severely impeded. | |||||||||
Research and Development Expense | |||||||||
R&D costs are charged to expense as incurred and include, but are not limited to, clinical and nonclinical study costs, research-related manufacturing and related costs, employee salaries and benefits, consulting services fees and share-based compensation cost. Clinical study costs include, but are not limited to, clinical research organization fees, investigator fees, site costs and, as applicable, comparator drug costs. Costs for certain R&D activities, such as research-related manufacturing and clinical studies, are recognized based on an evaluation of the percentage of work completed or the progress to completion of specific tasks using data such as patient enrollment, clinical site activations, duration of the study and/or information provided to us by our vendors on their actual costs incurred. Payments for these activities are based on the terms of the individual arrangements, which may differ from the pattern of costs incurred, and are reflected in the financial statements as prepaid expenses or accrued R&D costs. | |||||||||
Advance payments to third parties, including nonrefundable amounts, for goods and services that will be used or rendered for future R&D activities are deferred and capitalized, then expensed as the services are performed or as the underlying goods are delivered. If we do not expect the services to be rendered or goods to be delivered, any remaining capitalized amounts for nonrefundable advance payments are charged to expense immediately. | |||||||||
Milestone payments that we make in connection with in-licensed technology or product candidates are expensed as incurred when there is uncertainty in receiving future economic benefits from the licensed technology or product candidates. We consider the future economic benefits from the licensed technology or product candidates to be uncertain until such licensed technology is incorporated into products that, or such product candidates, are approved for marketing by the FDA or when other significant risk factors are abated. For accounting purposes, management has viewed future economic benefits for all of our licensed technology or product candidates to be uncertain. | |||||||||
Share-Based Compensation | |||||||||
Share-based compensation cost is measured at the grant date, based on the estimated fair value of the award using the Black-Scholes valuation model, and is recognized as expense over the vesting period on a straight-line basis. Share-based compensation expense recognized in the consolidated statements of operations for the years ended December 31, 2014 and 2013 is based on awards ultimately expected to vest and has been reduced for estimated forfeitures. This estimate will be revised in subsequent periods if actual forfeitures differ from those estimates. None of our outstanding share-based awards have market or performance conditions. | |||||||||
Patent Costs | |||||||||
Legal costs and other fees incurred in connection with patent prosecution and maintenance are expensed as incurred, as recoverability of such expenditures is uncertain. These costs are recorded as selling, general and administrative expenses in our consolidated statement of operations and comprehensive income/(loss). | |||||||||
Income Taxes | |||||||||
We account for income taxes and the related accounts under the liability method. Deferred tax assets and liabilities are determined based on the differences between the financial statement carrying amounts and the income tax basis of assets and liabilities. A valuation allowance is applied against any net deferred tax asset if, based on available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. | |||||||||
The tax effects from an uncertain tax position can be recognized in our consolidated financial statements only if the position is more likely than not of being sustained upon an examination by tax authorities. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. | |||||||||
We account for interest and penalties related to income tax matters, if any, in income tax expense. | |||||||||
Comprehensive Income/(Loss) | |||||||||
Comprehensive income or loss is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources, including unrealized gains and losses on marketable securities and foreign currency translation adjustments. We present comprehensive income/(loss) in our consolidated statement of operations and comprehensive income/(loss). | |||||||||
Net Loss per Common Share | |||||||||
Basic and diluted net loss per common share is calculated by dividing the net loss applicable to common stock for the periods presented by the weighted-average number of common shares outstanding during those periods, respectively, without consideration for outstanding common stock equivalents because their effect would have been anti-dilutive. Common stock equivalents are included in the calculation of diluted earnings per common share only if their effect is dilutive. For the years ended December 31, 2014 and 2013, our outstanding common stock equivalents consisted of options and warrants to purchase shares of our common stock. The weighted-average number of those common stock equivalents outstanding for each of the periods presented is set forth in the table below: | |||||||||
Years ended December 31, | |||||||||
2014 | 2013 | ||||||||
Warrants | 49,217,355 | 31,576,405 | |||||||
Options | 11,760,113 | 5,742,168 | |||||||
Supplemental Cash Flow Information | |||||||||
Years ended December 31, | |||||||||
2014 | 2013 | ||||||||
(in thousands) | |||||||||
Supplemental disclosures of non-cash investing and | |||||||||
financing activities: | |||||||||
Issuance of common stock for acquisitions | 3,270 | 0 | |||||||
Assumptions of liabilities in acquisitions | 1,069 | - | |||||||
Unrealized loss on investment securities | 4 | 19 | |||||||
Disposal of equipment in conjunction with settlement of | - | 100 | |||||||
a liability | |||||||||
Purchases of property and equipment in accounts | 17 | - | |||||||
payable | |||||||||
Offering costs included in accounts payable | 36 | - | |||||||
Recent Accounting Pronouncements | |||||||||
In August 2014, the FASB issued Accounting Standards Update (“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 (“ASU 2014-15”). The amendments in ASU 2014-15 will require management to assess, at each annual and interim reporting period, the entity’s ability to continue as a going concern and, if management identifies conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued, to disclose in the notes to the entity’s financial statements the principal conditions or events that raised substantial doubt about the entity’s ability to continue as a going concern, management’s evaluation of their significance, and management’s plans that alleviated or are intended to alleviate substantial doubt about the entity’s ability to continue as a going concern. ASU 2014-15 is effective for annual periods ending after December 15, 2016 and early application is permitted. The amendments in ASU 2014-15 do not have any application to an entity’s financial statements, but only to the related notes. We plan to adopt ASU 2014-15 in the first quarter of 2017. | |||||||||
In June 2014, the FASB issued ASU No. 2014-10, Development Stage Entities (Topic 915), Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation (“ASU 2014-10”). The amendments in ASU 2014-10 remove the definition of a development stage entity from the Master Glossary of the Accounting Standards Codification, thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to: (a) present inception-to-date information in the statements of income, cash flows, and shareholder equity; (b) label the financial statements as those of a development stage entity; (c) disclose a description of the development stage activities in which the entity is engaged; and (d) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The amendments also clarify that the guidance in ASC Topic 275, Risks and Uncertainties, is applicable to entities that have not commenced planned principal operations. For public business entities, the removal of the development stage entity reporting requirements in ASC Topic 915, Development Stage Entities, and the clarification to the risks and uncertainties disclosure requirements in ASC Topic 275 are effective for annual and interim reporting periods beginning after December 15, 2014. In addition, ASU 2014-10 changes the current guidance in ASC Topic 810, Consolidation, in that it eliminates the exception provided to development stage entities for determining whether an entity is a variable interest entity on the basis of the amount of investment equity that is at risk. For public business entities, the revised consolidation standards are effective for annual and interim reporting periods beginning after December 15, 2015. Early adoption of ASU 2014-10 is permitted and we elected to early adopt the provisions of ASU 2014-10 beginning with the interim reporting period ended June 30, 2014. |
Acquisition_of_Aires
Acquisition of Aires | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Business Combinations [Abstract] | ||||||||
Acquisition of Aires | 3 | Acquisition of Aires | ||||||
On February 27, 2014, we completed the acquisition of Aires in an all-stock transaction pursuant to the terms of an agreement and plan of merger, dated February 7, 2014, by and among us, AP Acquisition Sub, Inc., a wholly-owned subsidiary of ours, Aires, and a stockholders’ representative (the “Merger Agreement”). Aires was a clinical-stage company with its lead product candidate, AIR001 (sodium nitrite) inhalation solution, in Phase 2 studies in pulmonary hypertension. Aires survived the merger transaction as a wholly-owned subsidiary of ours. | ||||||||
Upon completion of the merger, we issued an aggregate of 1,049,706 unregistered shares of our common stock to former Aires stockholders and, in September 2014 after the six-month “holdback” period, we issued an aggregate of 4,053,996 additional unregistered shares of our common stock to former Aires stockholders, all in accordance with the merger agreement. There are no milestone or earn-out payments under the merger agreement; therefore, the total merger consideration was 5,103,702 shares. | ||||||||
We accounted for the acquisition of Aires in accordance with ASC Topic 805. The total purchase price of the acquisition is approximately $3.3 million. We calculated the purchase price by first multiplying the total number of shares of our common stock issued by $0.80, which was the closing price per share of our common stock on February 27, 2014, the acquisition date. Then, we applied a discount factor to account for lack of market liquidity due to the restrictions on transfer of the securities for a period of six months following the acquisition in accordance with stockholder agreements we entered into with the former Aires stockholders and the fact that the shares are unregistered and we have no obligation to register them for resale. | ||||||||
Under the acquisition method of accounting, the total purchase price is allocated to Aires’ net tangible and intangible assets and liabilities based on their estimated fair values as of the acquisition date. The table below summarizes the estimated fair values of Aires’ net tangible and intangible assets and liabilities on the acquisition date (in thousands). | ||||||||
Cash and cash equivalents | $ | 3,534 | ||||||
Prepaid expenses and other assets | 86 | |||||||
In-process research and development | 2,000 | |||||||
Total assets: | 5,620 | |||||||
Accounts payable and accrued liabilities | 1,069 | |||||||
Deferred tax liability | 795 | |||||||
Total liabilities: | 1,864 | |||||||
Net assets acquired | $ | 3,756 | ||||||
The estimated fair value of the net assets acquired exceeds the purchase price by approximately $0.5 million. Accordingly, we recognized the $0.5 million excess as a bargain purchase gain in other income/(expense), net in our condensed consolidated statements of operations and comprehensive income/(loss). We were able to realize a gain because Aires was in a distressed sale situation. Aires lacked sufficient capital to continue operations and was unable to secure additional capital in the timeframe it required. | ||||||||
Acquired In-Process Research and Development | ||||||||
Acquired IPR&D is the estimated fair value of the AIR001 program as of the acquisition date. We determined that the estimated fair value of the AIR001 program was $2.0 million as of the acquisition date using the Multi-Period Excess Earnings Method, or MPEEM, which is a form of the income approach. Under the MPEEM, the fair value of an intangible asset is equal to the present value of the asset’s projected incremental after-tax cash flows (excess earnings) remaining after deducting the market rates of return on the estimated value of contributory assets (contributory charge) over its remaining useful life. | ||||||||
To calculate fair value of the AIR001 program under the MPEEM, we used probability-weighted, projected cash flows discounted at a rate considered appropriate given the significant inherent risks associated with drug development by clinical-stage companies. Cash flows were calculated based on estimated projections of revenues and expenses related to AIR001 and then reduced by a contributory charge on requisite assets employed. Contributory assets included debt-free working capital, net fixed assets and assembled workforce. Rates of return on the contributory assets were based on rates used for comparable market participants. Cash flows were assumed to extend through a seven-year market exclusivity period. The resultant cash flows were then discounted to present value using a weighted-average cost of capital for companies with profiles substantially similar to that of Aires, which we believe represents the rate that market participants would use to value the assets. We compensated for the phase of development of the program by applying a probability factor to our estimation of the expected future cash flows. The projected cash flows were based on significant assumptions, including the indication in which we will pursue development of AIR001, the time and resources needed to complete the development and regulatory approval of AIR001, estimates of revenue and operating profit related to the program considering its stage of development, the life of the potential commercialized product, market penetration and competition, and risks associated with achieving commercialization, including delay or failure to obtain regulatory approvals to conduct clinical studies, failure of clinical studies, delay or failure to obtain required market clearances, and intellectual property litigation. | ||||||||
Deferred Income Tax Liability | ||||||||
The $0.8 million recorded as deferred income tax liability resulting from the acquisition reflects the tax impact of the difference between the book basis and tax basis of acquired IPR&D. Such deferred income tax liability cannot be used to offset deferred tax assets when analyzing our valuation allowance as the acquired IPR&D is considered to have an indefinite life until we complete or abandon development of AIR001. | ||||||||
Pro Forma Information | ||||||||
The following unaudited pro forma information presents our condensed consolidated results of operations as if the acquisition of Aires had occurred on January 1, 2013 (in thousands): | ||||||||
Years ended December 31, | ||||||||
2014 | 2013 | |||||||
Unaudited | ||||||||
Revenues | $ | — | $ | 7,305 | ||||
Loss from operations | $ | (29,728 | ) | $ | (24,520 | ) | ||
Net loss applicable to common stock | $ | (29,637 | ) | $ | (24,457 | ) | ||
The $7.3 million of revenues consists of amounts recognized by Aires during the year ended December 31, 2013 as a result of a payment by a third-party partner pursuant to a collaboration agreement. The agreement was terminated in the fourth quarter of 2013. Aires recognized no revenues in 2014. | ||||||||
The above unaudited pro forma information includes the following nonrecurring adjustments directly attributable to the acquisition (in thousands): | ||||||||
Years ended December 31, | ||||||||
2014 | 2013 | |||||||
Transaction-related expenses | $ | 1,364 | $ | (1,364 | ) | |||
Transaction-related expenses include $0.9 million of severance payments to former executive officers of Aires pursuant to employment agreements between such persons and Aires. | ||||||||
The above unaudited pro forma condensed consolidated financial information is presented for illustrative purposes only. It is not necessarily indicative of what the results of operations actually would have been had the acquisition been completed on the date indicated. In addition, it does not purport to project the future operating results of the combined entity. | ||||||||
The operations of Aires were consolidated with our operations as of the closing of the acquisition on February 27, 2014. Accordingly, Aires’ total operating expenses of $1.8 million for the period from February 27 through December 31, 2014 were included in our condensed consolidated statements of operations and comprehensive income/(loss). |
Goodwill_and_IPRD
Goodwill and IPR&D | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | ||||||||
Goodwill and IPR&D | 4 | Goodwill and IPR&D | ||||||
At December 31, 2014 and 2013, our goodwill and IPR&D consisted of the following (in thousands): | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Goodwill | $ | 3,007 | $ | 3,007 | ||||
IPR&D | ||||||||
Acquired IPR&D related to SynthRx acquisition | 6,549 | 6,549 | ||||||
Acquired IPR&D related to Aires acquisition | 2,000 | - | ||||||
Total goodwill and IPR&D | $ | 11,556 | $ | 9,556 | ||||
Our goodwill represents the difference between the total purchase price for SynthRx and the aggregate fair values of tangible and intangible assets acquired, less liabilities assumed. | ||||||||
Our IPR&D consists of the estimated fair values of the vepoloxamer and AIR001 programs as of the dates we acquired SynthRx and Aires, respectively. | ||||||||
We test our goodwill and acquired IPR&D for impairment annually as of September 30, or, in the case of initially acquired IPR&D, on the first anniversary of the date we acquired it and subsequently on September 30, and between annual tests if we become aware of an event or a change in circumstances that would indicate the carrying value may be impaired. We performed a qualitative assessment for our goodwill and our acquired IPR&D related to the SynthRx acquisition as of September 30, 2014 and we concluded that it is not more likely than not that the carrying value of our goodwill or our acquired IPR&D related to the SynthRx acquisition exceeds its fair value. Therefore, we concluded that no impairment charge is required. We will test acquired IPR&D related to the Aires acquisition as of February 27, 2015, which is the first anniversary of the date we completed the acquisition, and in between annual tests if we become aware of an event or change in circumstances that would indicate the carrying value may be impaired. We are not aware of an event or change in circumstances in our acquired IPR&D related to the Aires acquisition that would indicate the carrying value may be impaired. |
Investment_Securities
Investment Securities | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Investments Debt And Equity Securities [Abstract] | ||||||||
Investment Securities | 5 | Investment Securities | ||||||
At December 31, 2014 and 2013, our investment securities were as follows (in thousands): | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Fair value of investment securities | $ | 21,481 | $ | 18,711 | ||||
Cost basis of investment securities | 21,506 | 18,730 | ||||||
Years ended December 31, | ||||||||
2014 | 2013 | |||||||
Net unrealized losses on investment securities | 25 | 19 | ||||||
Fair_Value_of_Financial_Instru
Fair Value of Financial Instruments | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||
Fair Value of Financial Instruments | 6 | Fair Value of Financial Instruments | |||||||||||||||
Our cash equivalents are recorded at cost plus accrued interest, which approximates fair value. Our investment securities are carried at fair value. The fair value of financial assets and liabilities is measured under a framework that establishes “levels” which are defined as follows: (i) Level 1 fair value is determined from observable, quoted prices in active markets for identical assets or liabilities; (ii) Level 2 fair value is determined from inputs, other than Level 1 inputs, that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability; and (iii) Level 3 fair value is determined using the entity’s own assumptions about the inputs that market participants would use in pricing an asset or liability. | |||||||||||||||||
The fair values at December 31, 2014 and 2013 of our cash equivalents and investment securities are summarized in the following tables (in thousands): | |||||||||||||||||
Fair Value Determined Under: | |||||||||||||||||
Total Fair | (Level 1) | (Level 2) | (Level 3) | ||||||||||||||
Value | |||||||||||||||||
At December 31, 2014: | |||||||||||||||||
Cash equivalents | $ | 16,626 | $ | 16,626 | $ | — | $ | — | |||||||||
Investment securities | $ | 21,481 | $ | — | $ | 21,481 | $ | — | |||||||||
At December 31, 2013: | |||||||||||||||||
Cash equivalents | $ | 1,340 | $ | 1,340 | $ | — | $ | — | |||||||||
Investment securities | $ | 18,711 | $ | — | $ | 18,711 | $ | — | |||||||||
Property_and_Equipment
Property and Equipment | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Property Plant And Equipment [Abstract] | |||||||||||
Property and Equipment | 7 | Property and Equipment | |||||||||
Property and equipment at December 31, 2014 and 2013 were as follows (in thousands): | |||||||||||
December 31, | |||||||||||
Useful Lives | 2014 | 2013 | |||||||||
Office furniture, computer and lab equipment | 3 - 5 years | $ | 416 | $ | 275 | ||||||
Computer software | 3 years | 58 | 58 | ||||||||
Leasehold improvements | 1 year | 35 | 35 | ||||||||
Equipment in progress | n/a | 23 | - | ||||||||
532 | 368 | ||||||||||
Less: accumulated depreciation and amortization | (344 | ) | (262 | ) | |||||||
Property and equipment, net | $ | 188 | $ | 106 | |||||||
Equipment in progress represents expenses for lab equipment and leasehold improvements that had not gone into service as of December 31, 2014. These items are depreciated over their applicable useful lives once they are placed in service. | |||||||||||
Depreciation and amortization expense was $85,000 and $40,000 for the years ended December 31, 2014 and 2013, respectively. |
Accrued_Liabilities
Accrued Liabilities | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Payables And Accruals [Abstract] | |||||||||
Accrued Liabilities | 8 | Accrued Liabilities | |||||||
Accrued liabilities at December 31, 2014 and 2013 were as follows (in thousands): | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Accrued R&D agreements and study expenses | $ | 5,383 | $ | 2,274 | |||||
Other accrued liabilities | 242 | 221 | |||||||
Total accrued liabilities | $ | 5,625 | $ | 2,495 | |||||
Capital_Stock_and_Warrants
Capital Stock and Warrants | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Equity [Abstract] | |||||||||
Capital Stock and Warrants | 9 | Capital Stock and Warrants | |||||||
Our certificate of incorporation, as amended, authorizes us to issue 500,000,000 shares of common stock, par value $0.001 per share, and 1,000,000 shares of preferred stock, par value $0.001 per share. As of December 31, 2014, 159,458,376 shares of common stock were outstanding and no shares of preferred stock were outstanding. | |||||||||
Underwritten Public Offering of Common Stock, Pre-funded Warrants and Warrants | |||||||||
In November 2014, we completed an underwritten public offering of 30,941,102 shares of our common stock, 13,081,428 “pre-funded” warrants exercisable for up to 13,081,428 shares of our common stock, and 22,011,265 warrants exercisable for up to 22,011,265 shares of our common stock. These securities were offered and sold to the underwriters and the public in units with each Series A unit consisting of one share of our common stock and one-half (0.5) of a warrant and each Series B unit consisting of one pre-funded warrant and one-half (0.5) of a warrant. Each whole warrant is exercisable for one share of our common stock. We sold an aggregate of 30,941,102 Series A units and 13,081,428 Series B units. The gross proceeds from this financing were $21.0 million and, after deducting underwriting discounts and commissions and other offering expenses, our net proceeds were $19.7 million. We may receive up to $0.1 million and $16.5 million of additional proceeds from the exercise of the pre-funded warrants and warrants, respectively, issued in the offering. The exercise price of the pre-funded warrants is $0.01 per share and exercise price of the warrants is $0.75 per share. Subject to certain beneficial ownership limitations, the pre-funded warrants and warrants are exercisable at any time on or before November 12, 2019. | |||||||||
“At the Market” Equity Offering Program | |||||||||
In February 2014, we entered into a sales agreement with Cowen and Company, LLC (“Cowen”), to sell shares of our common stock, with aggregate gross sales proceeds of up to $30 million, from time to time, through an “at the market” equity offering program (the “ATM program”), under which Cowen acts as sales agent. As of December 31, 2014, we had sold and issued an aggregate of 20,703,186 shares at a weighted-average sales price of $0.74 per share under the ATM program for aggregate gross proceeds of $15.3 million and $14.6 million in net proceeds, after deducting sales agent commission and discounts and our other offering costs. | |||||||||
Underwritten Public Offering of Common Stock and Warrants | |||||||||
In June 2013, we completed an underwritten public offering of 56,195,000 shares of our common stock and warrants to purchase up to 28,097,500 additional shares of our common stock. Of the 56,195,000 shares of our common stock issued, 1,454,079 of such shares were issued from our treasury stock. These securities were offered and sold to the underwriters and the public in units with each unit consisting of one share of common stock and one warrant to purchase up to 0.5 of a share of common stock. The gross proceeds from this financing were $28.1 million and, after deducting underwriting discounts and commissions and other offering expenses, our net proceeds were $25.7 million. We may receive up to $18.3 million of additional proceeds from the exercise of the warrants issued in the financing. The exercise price of the warrants is $0.65 per share. Subject to certain beneficial ownership limitations, the warrants are exercisable at any time on or before June 19, 2018. | |||||||||
Warrants | |||||||||
At December 31, 2014, outstanding warrants to purchase shares of common stock are as follows: | |||||||||
Shares Underlying | Exercise Price | Expiration Date | |||||||
Outstanding Warrants | |||||||||
409,228 | $ | 3.44 | Apr-15 | ||||||
1,062,500 | $ | 1 | Apr-15 | ||||||
1,816,608 | $ | 3.65 | May-15 | ||||||
2,046,139 | $ | 2.75 | Jan-16 | ||||||
10,625,000 | $ | 1.1 | Nov-16 | ||||||
28,097,400 | $ | 0.65 | Jun-18 | ||||||
13,081,428 | $ | 0.01 | Nov-19 | ||||||
22,011,265 | $ | 0.75 | Nov-19 | ||||||
79,149,568 | |||||||||
Equity_Incentive_Plans
Equity Incentive Plans | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||||||||||||||||
Equity Incentive Plans | 10 | Equity Incentive Plans | |||||||||||||||
At December 31, 2014, our equity-based incentive plans consisted of the 2005 Equity Incentive Plan (the “2005 Plan”), the 2005 Employee Stock Purchase Plan (the “Purchase Plan”) and the 2008 Omnibus Incentive Plan (the “Original 2008 Plan”), which has been amended, restated and renamed three times, first in June 2011 as the Amended and Restated 2008 Omnibus Incentive Plan, then in June 2013 as the 2013 Omnibus Incentive Plan and again in June 2014 as the 2014 Omnibus Incentive Plan (the “2014 Plan”). | |||||||||||||||||
Our equity-based incentive plans, which are stockholder-approved, are intended to encourage ownership of shares of common stock by our directors, officers, employees, consultants and advisors and to provide additional incentive for them to promote the success of our business through the grant of share-based awards. Following approval of the Original 2008 Plan by our stockholders in May 2008, no awards have been or will be granted under the 2005 Plan, and, following approval by our stockholders of each amendment and restatement of the Original 2008 Plan, no awards have been or will be granted under the terms of the plan in effect immediately prior to such amendment and restatement. | |||||||||||||||||
During the years ended December 31, 2014 and 2013, all awards granted under our equity-based incentive plans were stock options. The share-based compensation expense from all stock options granted that has been charged to our consolidated statements of operations and comprehensive income/(loss) in those periods was as follows (in thousands): | |||||||||||||||||
Years ended December 31, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Selling, general and administrative expense | $ | 1,607 | $ | 1,429 | |||||||||||||
Research and development expense | 425 | 171 | |||||||||||||||
Share-based compensation expense | $ | 2,032 | $ | 1,600 | |||||||||||||
For the year ended December 31, 2014, we recognized a $0.1 million reduction in our research and development related share-based compensation expense as a result of the departure of our former chief medical officer in September 2014. Termination of the former officer’s employment triggered accelerated vesting of a portion of his outstanding, unvested stock options that resulted in $0.3 million of additional share-based compensation expense, but this additional expense was more than offset by a $0.4 million reduction in share-based compensation expense that resulted from cancellation of the remaining, unvested portion of the former officer’s outstanding stock options. | |||||||||||||||||
2014 Omnibus Incentive Plan | |||||||||||||||||
The 2014 Plan provides for the grant of incentive and non-statutory stock options, as well as share appreciation rights, restricted shares, restricted share units, performance units, shares and other share-based awards. Share-based awards are subject to terms and conditions established by our board of directors or the compensation committee of our board of directors. | |||||||||||||||||
As of December 31, 2014, the maximum aggregate number of shares of our common stock available for grant under the 2014 Plan was 10,388,691 shares. Shares of common stock that are subject to awards granted under the 2014 Plan shall be counted against the shares available for issuance under this plan as one share for each share subject to a stock option or stock appreciation right and as 1.2 shares for each share subject to an award other than a stock option or a stock appreciation right. If any shares of common stock subject to an award under any of our stockholder-approved, equity-based incentive plans are forfeited, or an award expires or is settled for cash pursuant to the terms of an award, the shares subject to the award may be used again for awards under the 2014 Plan to the extent of the forfeiture, expiration or cash settlement. The shares of common stock will be added back as one share for every share of common stock if the shares were subject to a stock option or stock appreciation right, and as 1.2 shares for every share of common stock if the shares were subject to an award other than a stock option or stock appreciation right. However, the following shares of common stock will not be added to the shares available for issuance under the 2014 Plan: (i) shares tendered or withheld in payment of the purchase price of a stock option, (ii) shares tendered or withheld to satisfy any tax withholding obligation with respect to an option or stock appreciation right, (iii) shares subject to a stock appreciation right that are not issued in connection with the stock settlement of the stock appreciation right on exercise thereof, and (iv) shares reacquired by us on the open market or otherwise using cash proceeds from the exercise of stock options. Shares of common stock under awards made in substitution or exchange for awards previously granted, or the right or obligation to make future awards, in each case by a company acquired by us, or with which we combine, will not reduce the number of shares available for issuance under the 2014 Plan. In addition, if a company acquired by us, or with which we combine, has shares available under a pre-existing plan approved by its stockholders and not adopted in contemplation of such acquisition or combination, the shares available for issuance under such plan (as adjusted, to the extent appropriate, using the exchange or other adjustment or valuation ratio of formula applied to determine the consideration payable to stockholders in the acquisition or combination) may be used for awards under the 2014 Plan and will not reduce the number of shares of common stock available for issuance under the 2014 Plan; provided, however that awards using such available shares shall not be made after the date awards or grants could have been made under the pre-existing plan, absent the acquisition or combination, and shall only be made to individuals who were not our employees or directors prior to the acquisition or combination. | |||||||||||||||||
Under the 2014 Plan, the purchase price of shares of common stock covered by a stock option cannot be less than 100% of the fair market value of the common stock on the date the stock option is granted. Fair market value of the common stock is generally equal to the closing price for the common stock on the principal securities exchange on which the common stock is traded on the date the stock option is granted (or if there was no closing price on that date, on the last preceding date on which a closing price was reported). Stock option awards generally have ten-year contractual terms and vest over four years based on continuous service; however, the 2014 Plan allows for other vesting periods. | |||||||||||||||||
The following table summarizes our stock option activity for the year ended December 31, 2014: | |||||||||||||||||
Shares | Weighted-Average | Weighted-Average | Aggregate | ||||||||||||||
Underlying | Exercise | Remaining | Intrinsic | ||||||||||||||
Option | Price | Contractual Years | Value | ||||||||||||||
Awards | |||||||||||||||||
(in thousands) | |||||||||||||||||
Outstanding at January 1, 2014 | 7,304,828 | $ | 1.38 | ||||||||||||||
Granted | 7,475,095 | $ | 0.6 | ||||||||||||||
Exercised | - | $ | — | ||||||||||||||
Expired/cancelled/forfeited | (1,163,786 | ) | $ | 0.78 | |||||||||||||
Outstanding at December 31, 2014 | 13,616,137 | $ | 1 | 8.06 | $ | 374 | |||||||||||
Options exercisable at December 31, 2014 | 5,456,110 | $ | 1.58 | 6.71 | $ | 130 | |||||||||||
Vested and expected to vest at December 31, 2014 | 12,716,125 | $ | 1.03 | 7.98 | $ | 350 | |||||||||||
The weighted-average grant-date fair value of options granted during the years ended December 31, 2014 and 2013 was $0.50 and $0.41, respectively. As of December 31, 2014, there was approximately $3.3 million of unamortized compensation cost related to unvested stock option awards, which is expected to be recognized over a weighted-average period of approximately 2.8 years. | |||||||||||||||||
Our determination of fair value is affected by our stock price as well as a number of assumptions that require judgment. The fair value of each option award is estimated on the date of grant using the Black-Scholes option-valuation model. The assumptions used in the Black-Scholes option-valuation model and the calculation of share-based compensation for option grants to employees and non-employee directors during the years ended December 31, 2014 and 2013 are as follows: | |||||||||||||||||
Years ended December 31, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Risk-free interest rate | 1.9 - 2.1% | 1.0 - 2.0% | |||||||||||||||
Dividend yield | 0.00% | 0.00% | |||||||||||||||
Expected volatility | 104 - 112% | 113 - 132% | |||||||||||||||
Expected term (in years) | 5.4 - 6.2 years | 5.3 - 6.1 years | |||||||||||||||
Forfeiture rate (officers and directors) | 9% | 0% | |||||||||||||||
Forfeiture rate (employees) | 9% | 10% | |||||||||||||||
The risk-free interest rate assumption is based on the U.S. Treasury yield for a period consistent with the expected term of the option in effect at the time of the grant. We have not paid any dividends on common stock since our inception and do not anticipate paying dividends on our common stock in the foreseeable future. The expected option term is computed using the “simplified” method as permitted under the provisions of Staff Accounting Bulletin (“SAB”) 107. SAB 107’s guidance was extended indefinitely by SAB 110. The expected volatility is based on the historical volatility of our common stock based on the daily closing prices. Forfeiture rates are based on the expected forfeiture rates for our unvested stock options, which are based in large part on our historical forfeiture rates, but also on assumptions believed to be reasonable under the circumstances. We updated the forfeiture rate for our officers and directors in 2014 to better reflect what we believe are reasonable assumptions for the future due to recent forfeitures. | |||||||||||||||||
In accordance with ASC 718, Compensation – Stock Compensation, share-based compensation expense associated with the non-employee director options is included with employee share-based compensation expense. | |||||||||||||||||
Employee Stock Purchase Plan | |||||||||||||||||
The Purchase Plan was approved by our stockholders in 2005; however, we have not implemented the Purchase Plan. The Purchase Plan, if implemented, allows all eligible employees to purchase shares of common stock at 85% of the lower of the fair market value on the first or the last day of each offering period. Employees may authorize us to withhold up to 15% of their compensation during any offering period, subject to certain limitations. As of December 31, 2014, a maximum of 306,945 shares of common stock would have been issuable under the Purchase Plan had it been in effect as of that date. This maximum number is subject to an annual automatic increase on January 1 of each year (whether or not we have implemented the Purchase Plan) equal to the lesser of (i) 1% of the number of outstanding shares of common stock on such day, (ii) 30,000 shares or (iii) such other amount as our board of directors may specify. |
Commitments
Commitments | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Commitments And Contingencies Disclosure [Abstract] | |||||
Commitments | 11 | Commitments | |||
SynthRx Merger Consideration Milestone Payments | |||||
In April 2011, we acquired SynthRx in a merger transaction in exchange of shares of our common stock and rights to additional shares of our common stock. Pursuant to the merger agreement, we could issue up to an aggregate of 12,478,050 shares of our common stock to the former SynthRx stockholders if and when the development of vepoloxamer achieves the following milestones: (a) 3,839,400 shares upon acceptance for review by the U.S. Food and Drug Administration (“FDA”) of a new drug application (“NDA”) covering the use of vepoloxamer for the treatment of sickle cell crisis in children and (b) 8,638,650 shares upon approval of such NDA by the FDA. | |||||
Operating Leases | |||||
We are obligated under operating leases for office space and equipment. We sublease approximately 13,700 square feet of office space for our corporate headquarters in San Diego, California. Our sublease commenced on January 20, 2015 and expires on May 31, 2020. Our monthly rent of $41,000 escalates by 3% each year on January 20th. During the first year of the sublease, the monthly base rent for approximately 2 1/3 months, or approximately $96,000, will be abated. In July 2014, we made a payment of $300,000 to the landlord, up to approximately $170,000 of which will be applied to our monthly base rent for months 13, 16, 19 and 24 of the sublease term, subject to certain conditions. The remaining $130,000 will be held by the landlord as a security deposit. | |||||
We lease a copier and phone system under leases that expire in 2019. | |||||
Rent expense was approximately $334,000 and $288,000 during the years ended December 31, 2014 and 2013, respectively. | |||||
Future rental commitments under all operating leases are as follows (in thousands): | |||||
Year Ending December 31, | |||||
2015 | $ | 374 | |||
2016 | 397 | ||||
2017 | 496 | ||||
2018 | 554 | ||||
2019 | 565 | ||||
Thereafter | 237 | ||||
Total | $ | 2,623 | |||
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
Income Taxes | 12 | Income Taxes | |||||||
Due to our historical net loss position, and as we have recorded a full valuation allowance against net deferred tax assets, there is no provision or benefit for income taxes recorded for the years ended December 31, 2014 and 2013. | |||||||||
The income tax benefit is different from that which would be obtained by applying the statutory Federal income tax rate of 34% to income before income tax expense. The items causing this difference for the years ended December 31, 2014 and 2013 are as follows: | |||||||||
Years ended December 31, | |||||||||
2014 | 2013 | ||||||||
(in thousands) | |||||||||
Income tax benefit at federal statutory rate | $ | (9,758 | ) | $ | (7,303 | ) | |||
Orphan drug credit / R&D credit | (4,575 | ) | (804 | ) | |||||
Stock options | 278 | 207 | |||||||
Other | (213 | ) | 37 | ||||||
Change in federal valuation allowance | 14,268 | 7,863 | |||||||
Total | $ | - | $ | - | |||||
Deferred income taxes reflect the net tax effect of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of deferred tax assets and liabilities at December 31, 2014 and 2013 are as follows: | |||||||||
Years ended December 31, | |||||||||
2014 | 2013 | ||||||||
(in thousands) | |||||||||
Deferred tax assets: | |||||||||
Accrued expenses | $ | 592 | $ | 171 | |||||
Stock options under ASC 718 | 2,240 | 1,750 | |||||||
Net operating loss carry forwards | 20,583 | 12,994 | |||||||
Income tax credit carry forwards | 8,109 | 1,078 | |||||||
Property and equipment | 12 | 4 | |||||||
Intangibles | 1,793 | 1,124 | |||||||
Other | 33 | 20 | |||||||
Total deferred tax assets | 33,362 | 17,141 | |||||||
Less: valuation allowance | (33,362 | ) | (17,141 | ) | |||||
Total deferred tax assets, net of valuation allowance | $ | - | $ | - | |||||
Deferred tax liabilities: | |||||||||
Acquired intangibles | (3,404 | ) | (2,609 | ) | |||||
Total deferred tax assets/liabilities, net of valuation | $ | (3,404 | ) | $ | (2,609 | ) | |||
allowance | |||||||||
We have established a full valuation allowance against our net deferred tax assets due to uncertainty surrounding the realization of such assets. Management has determined it is more likely than not that the deferred tax assets are not realizable due to our historical loss position. | |||||||||
As a result of our acquisitions of SynthRx and Aires during 2011 and 2014, respectively, we recorded deferred tax liabilities. These deferred tax liabilities reflect the tax impact of the differences between the book basis and tax basis of acquired IPR&D that has not yet reached feasibility. Such deferred tax liabilities cannot be used to offset deferred tax assets when analyzing our end of year valuation allowance as the acquired IPR&D is considered to have an indefinite life until we complete or abandon development. The deferred tax liabilities were recorded as an offset to goodwill or gain on bargain purchase, recorded as part of the SynthRx and Aires acquisitions, respectively. | |||||||||
Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, or IRC, limit our ability to use net operating loss carry forwards and R&D tax credit carry forwards (“tax attribute carry forwards”) to offset future taxable income or income tax, respectively, if we experience a cumulative change in ownership of more than 50% within a three-year testing period. We completed a formal study through the year ended December 31, 2011 and determined ownership changes within the meaning of IRC Section 382 had occurred. We adjusted our tax attribute carry forwards and deferred tax assets accordingly. As the deferred tax assets associated with the tax attribute carry forwards were fully offset by a valuation allowance, a corresponding reduction in the Company’s valuation allowance was also recorded, resulting in no income tax impact. We completed a formal study to determine whether an ownership change, within the meaning of IRC Section 382, occurred during 2012, 2013 or 2014, and no ownership changes were identified. | |||||||||
As of December 31, 2014, we had federal and California net operating loss carry forwards of $55.1 million and $31.2 million, respectively. These tax loss carry forwards begin to expire in 2031 if unused. As of December 31, 2014, we also had federal R&D/orphan drug and California R&D tax credit carry forwards of $7.7 million and $0.6 million, respectively. The aforementioned federal tax credits will begin to expire in 2031. The California R&D tax credits do not expire. | |||||||||
In accordance with authoritative guidance, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. As of December 31, 2014, we continue to have no unrecognized tax benefits. There are no unrecognized tax benefits included on the balance sheet that would, if recognized, impact the effective tax rate. We do not anticipate there will be a significant change in unrecognized tax benefits within the next 12 months. | |||||||||
Our policy is to recognize interest and/or penalties related to income tax matters in income tax expense. Because we have generated net operating losses since inception, no tax liability, penalties or interest has been recognized for balance sheet or income statement purposes as of and for the years ended December 31, 2014 and 2013. | |||||||||
We are subject to income taxation in the U.S. and the state of California. All of our tax years are subject to examination by the tax authorities due to the carry forward of unutilized net operating losses and R&D tax credits. |
401k_Plan
401(k) Plan | 12 Months Ended | |
Dec. 31, 2014 | ||
Compensation And Retirement Disclosure [Abstract] | ||
401(k) Plan | 13 | 401(k) Plan |
We have a defined contribution savings plan pursuant to Section 401(k) of the IRC. The plan is for the benefit of all qualifying employees and permits voluntary contributions by employees up to 100% of eligible compensation, subject to the Internal Revenue Service (“IRS”) imposed maximum limits. The terms of the plan require us to make matching contributions equal to 100% of employee contributions up to 6% of eligible compensation, limited by the IRS-imposed maximum. We incurred total expenses of $212,000 and $182,000 in employer matching contributions in 2014 and 2013, respectively. |
Segment_Information
Segment Information | 12 Months Ended | |
Dec. 31, 2014 | ||
Segment Reporting [Abstract] | ||
Segment Information | 14 | Segment Information |
We operate our business on the basis of a single reportable segment, which is the business of developing therapies for serious or life-threatening diseases. We evaluate our Company as a single operating segment. The majority of our operating activities and work performed by our employees are currently conducted from a single location in the U.S. We recognized no revenues in 2014 and 2013. |
Summary_of_Quarterly_Financial
Summary of Quarterly Financial Data (unaudited) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||
Summary of Quarterly Financial Data (unaudited) | 15 | Summary of Quarterly Financial Data (unaudited) | |||||||||||||||
The following is a summary of the unaudited quarterly results of operations for the years ended December 31, 2014 and 2013 (in thousands, except per share data): | |||||||||||||||||
Quarterly statements of operations data | |||||||||||||||||
Quarters Ended | |||||||||||||||||
2014 (unaudited) | 31-Mar | 30-Jun | 30-Sep | 31-Dec | |||||||||||||
Revenue | $ | - | $ | - | $ | - | $ | - | |||||||||
Loss from operations | (6,839 | ) | (7,202 | ) | (7,884 | ) | (7,354 | ) | |||||||||
Net loss | (6,371 | ) | (7,152 | ) | (7,866 | ) | (7,313 | ) | |||||||||
Net loss applicable to common stock | (6,371 | ) | (7,152 | ) | (7,866 | ) | (7,313 | ) | |||||||||
Basic and diluted net loss per share | $ | (0.06 | ) | $ | (0.06 | ) | $ | (0.06 | ) | $ | (0.05 | ) | |||||
Basic and diluted weighted average number of shares | 105,054 | 115,587 | 123,287 | 145,257 | |||||||||||||
of common stock outstanding | |||||||||||||||||
Quarters Ended | |||||||||||||||||
2013 (unaudited) | 31-Mar | 30-Jun | 30-Sep | 31-Dec | |||||||||||||
Revenue | $ | - | $ | - | $ | - | $ | - | |||||||||
Loss from operations | (5,593 | ) | (4,953 | ) | (5,271 | ) | (5,722 | ) | |||||||||
Net loss | (5,581 | ) | (4,941 | ) | (5,254 | ) | (5,705 | ) | |||||||||
Net loss applicable to common stock | (5,581 | ) | (4,941 | ) | (5,254 | ) | (5,705 | ) | |||||||||
Basic and diluted net loss per share | $ | (0.12 | ) | $ | (0.09 | ) | $ | (0.05 | ) | $ | (0.06 | ) | |||||
Basic and diluted weighted average number of shares | 46,265 | 53,750 | 102,710 | 102,710 | |||||||||||||
of common stock outstanding | |||||||||||||||||
Subsequent_Events
Subsequent Events | 12 Months Ended | |
Dec. 31, 2014 | ||
Subsequent Events [Abstract] | ||
Subsequent Events | 16 | Subsequent Events |
Severance Expense | ||
On February 28, 2015, the employment of our president and chief operating officer, Patrick L. Keran, terminated. Pursuant to a Retention and Severance Plan, effective as of July 21, 2009, in which Mr. Keran was a participant, if Mr. Keran delivers and does not revoke a general release of claims, he will receive a lump sum severance payment of approximately $0.4 million, less applicable withholdings, which is equal to 12 months of his base salary and the estimated cost of continuing his healthcare coverage and the coverage of his dependents for 12 months under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. In addition, pursuant to the terms of Mr. Keran’s stock option awards, an additional 25% of the shares underlying his outstanding, unvested stock options will vest and become exercisable as of the date of termination. Provided that Mr. Keran delivers to us and does not revoke a general release of claims, he may have until November 15, 2016 to exercise the vested portion of his outstanding stock options. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Accounting Policies [Abstract] | |||||||||
Basis of Presentation | Basis of Presentation | ||||||||
The consolidated financial statements include the accounts of Mast Therapeutics and its wholly-owned subsidiaries, SD Pharmaceuticals, Inc. (“SD Pharmaceuticals”) and Aires. All intercompany accounts and transactions have been eliminated in consolidation. SynthRx, which became a wholly-owned subsidiary of Mast Therapeutics upon completion of the acquisition in 2011, was merged with and into Mast Therapeutics in December 2014. | |||||||||
We account for business combinations, such as our acquisitions of SynthRx in April 2011 and Aires in February 2014, in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC Topic 805”). ASC Topic 805 establishes principles and requirements for recognizing and measuring the total consideration transferred to and the assets acquired, liabilities assumed and any non-controlling interests in the acquired target in a business combination. ASC Topic 805 also provides guidance for recognizing and measuring goodwill acquired in a business combination; requires purchased in-process research and development (“IPR&D”) to be capitalized at fair value as an intangible asset at the time of acquisition; requires acquisition-related expenses and restructuring costs to be recognized separately from the business combination; expands the definition of what constitutes a business; and requires the acquirer to disclose information that users may need to evaluate and understand the financial effect of the business combination. | |||||||||
We previously were classified as a “development stage entity” under the Master Glossary of the Accounting Standards Codification and, as such, were required to present inception-to-date information in our statements of operations and income, stockholders’ equity, and cash flows. In June 2014, the Financial Accounting Standards Board (“FASB”) issued an accounting standards update that eliminates the concept of a development stage entity from United States generally accepted accounting principles (“U.S. GAAP”) and removes the related incremental reporting requirements. See “Recent Accounting Pronouncements” below in this Note 2 for additional information on this new standard. We elected to early adopt the new standard. Accordingly, the financial statements contained in this report do not include inception-to-date information. | |||||||||
Use of Estimates | Use of Estimates | ||||||||
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes. On an ongoing basis, we evaluate our estimates, including estimates related to R&D expenses, IPR&D, goodwill, and share-based compensation expenses. We base our estimates on historical experience and various other relevant assumptions we believe to be reasonable under the circumstances. Actual results may differ from these estimates. | |||||||||
Fair Value of Financial Instruments | Fair Value of Financial Instruments | ||||||||
Our investment securities are carried at fair value (see Note 6). Cash equivalents, prepaid expenses and other current assets, accounts payable and accrued liabilities, are carried at cost, which we believe approximates fair value due to the short-term maturities of these instruments. | |||||||||
Cash Equivalents | Cash Equivalents | ||||||||
We consider all highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents. Cash equivalents are carried at cost, which we believe approximates fair value due to the short-term maturities of these instruments. At December 31, 2014 and 2013, we had $16.6 million and $1.3 million of cash equivalents, respectively. | |||||||||
Investment Securities | Investment Securities | ||||||||
Investment securities are marketable equity or debt securities. All of our investment securities are “available-for-sale” securities and carried at fair value (see Note 6). Fair value for securities with short maturities and infrequent secondary market trades typically is determined by using a curve-based evaluation model that utilizes quoted prices for similar securities. The evaluation model takes into consideration the days to maturity, coupon rate and settlement date convention. Net unrealized gains or losses on these securities are included in accumulated other comprehensive income/(loss), which is a separate component of stockholders’ equity. Realized gains and realized losses are included in other income/(expense), while amortization of premiums and accretion of discounts are included in interest income. Interest and dividends on available-for-sale securities are included in interest income. We periodically evaluate our investment securities for impairment. If we determine that a decline in fair value of any investment security is other than temporary, then the cost basis would be written down to fair value and the decline in value would be charged to earnings. | |||||||||
Our investment securities are under the custodianship of a major financial institution and consist of FDIC-insured certificates of deposit. We have classified all of our available-for-sale investment securities, including those with maturities beyond one year from the date of purchase, as current assets on our consolidated balance sheets because we consider them to be highly liquid and available for use, if needed, in current operations. As of December 31, 2014, $4.7 million, or approximately 22%, of our investment securities had contractual maturity dates of more than one year and less than or equal to 18 months and none were greater than 18 months. | |||||||||
Property and Equipment | Property and Equipment | ||||||||
Property and equipment are stated at cost, less accumulated depreciation. Property and equipment are depreciated using the straight-line method over the estimated useful lives of the assets, which generally is three to five years. Leasehold improvements are amortized over the economic life of the asset or the lease term, whichever is shorter. Repairs and maintenance are expensed as incurred. | |||||||||
In accordance with ASC Topic 360-10, Property, Plant and Equipment – Overall, we test for recoverability of long-lived assets, including property and equipment, if events or changes in circumstances indicate that the carrying amount for the assets may not be recoverable. If our assessment indicates impairment, we measure the impairment loss as the amount by which the carrying amount exceeds fair value of the assets. Fair value determinations are based on an undiscounted cash flow model or independent appraisals, as appropriate. | |||||||||
Intangible Assets - Goodwill and Acquired In-Process Research & Development | Intangible Assets – Goodwill and Acquired In-Process Research & Development | ||||||||
In accordance with ASC Topic 350, Intangibles – Goodwill and Other (“ASC Topic 350”), our goodwill and acquired IPR&D are determined to have indefinite lives and, therefore, are not amortized. Instead, they are tested for impairment annually and between annual tests if we become aware of an event or a change in circumstances that would indicate the carrying value may be impaired. Pursuant to Accounting Standards Update, or ASU, No. 2011-08, Intangibles – Goodwill and Other (Topic 350): Testing Goodwill for Impairment, and No. 2012-02, Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment, we have the option to first assess qualitative factors to determine whether the existence of events or circumstances leads us to determine that it is more likely than not (that is, a likelihood of more than 50%) that our goodwill or our acquired IPR&D is impaired. If we choose to first assess qualitative factors and we determine that it is not more likely than not goodwill or acquired IPR&D is impaired, we are not required to take further action to test for impairment. We also have the option to bypass the qualitative assessment and perform only the quantitative impairment test, which we may choose to do in some periods but not in others. | |||||||||
If we perform a quantitative assessment of goodwill, we utilize the two-step approach prescribed under ASC Topic 350. Step 1 requires a comparison of the carrying value of a reporting unit, including goodwill, to its estimated fair value. We test for impairment at the entity level because we operate on the basis of a single reporting unit. If our carrying value exceeds our fair value, we then perform Step 2 to measure the amount of impairment loss, if any. In Step 2, we estimate the fair value of our individual assets, including identifiable intangible assets, and liabilities to determine the implied fair value of goodwill. We then compare the carrying value of our goodwill to its implied fair value. The excess of the carrying value of goodwill over its implied fair value, if any, is recorded as an impairment charge. | |||||||||
If we perform a quantitative assessment of acquired IPR&D, we calculate the estimated fair value of acquired IPR&D by using the Multi-Period Excess Earnings Method, or MPEEM, which is a form of the income approach. Under the MPEEM, the fair value of an intangible asset is equal to the present value of the asset’s projected incremental after-tax cash flows (excess earnings) remaining after deducting the market rates of return on the estimated value of contributory assets (contributory charge) over its remaining useful life. This method requires us to make long-term projections of revenues and expenses related to development and commercialization of the acquired assets and assumptions regarding the rate of return on contributory assets, the weighted average cost of capital and the probability adjustment factor for estimated future after-tax cash flows. The excess of the carrying value over its estimated fair value is recorded as an impairment charge. | |||||||||
Any impairment charges are recorded to our consolidated statements of operations and comprehensive income/(loss). Our determinations as to whether, and, if so, the extent to which, goodwill and acquired IPR&D become impaired are highly judgmental and based on significant assumptions regarding our projected future financial condition and operating results, changes in the manner of our use and development of the acquired assets, our overall business strategy, and regulatory, market and economic environment and trends. We perform our annual impairment testing as of September 30 each year, or, in the case of initially acquired IPR&D, on the first anniversary of the date we acquired it and subsequently on September 30. As of September 30, 2014, no impairment of goodwill or acquired IPR&D related to the SynthRx acquisition was identified. | |||||||||
Concentration of Credit Risk and Significant Sources of Supply | Concentration of Credit Risk and Significant Sources of Supply | ||||||||
Financial instruments that potentially subject us to concentrations of credit risk are primarily cash, cash equivalents and investment securities. We have a board-approved investment policy that sets our investment parameters and limitations with objectives of preserving principal and liquidity. Our cash and cash equivalent balances consist primarily of money market accounts under the custodianship of major financial institutions. Investment securities are invested in accordance with our investment policy. We do not have any financial instruments with off-balance-sheet risk of accounting loss. | |||||||||
We rely on single-source, third-party manufacturers and suppliers for production and supply of key components of our product candidates, and for production of the final drug products themselves. If these single-source, third-party manufacturers and suppliers are unable to continue providing a key component or the final drug products, the initiation or progress of any clinical studies of our product candidates may be severely impeded. | |||||||||
Research and Development Expense | Research and Development Expense | ||||||||
R&D costs are charged to expense as incurred and include, but are not limited to, clinical and nonclinical study costs, research-related manufacturing and related costs, employee salaries and benefits, consulting services fees and share-based compensation cost. Clinical study costs include, but are not limited to, clinical research organization fees, investigator fees, site costs and, as applicable, comparator drug costs. Costs for certain R&D activities, such as research-related manufacturing and clinical studies, are recognized based on an evaluation of the percentage of work completed or the progress to completion of specific tasks using data such as patient enrollment, clinical site activations, duration of the study and/or information provided to us by our vendors on their actual costs incurred. Payments for these activities are based on the terms of the individual arrangements, which may differ from the pattern of costs incurred, and are reflected in the financial statements as prepaid expenses or accrued R&D costs. | |||||||||
Advance payments to third parties, including nonrefundable amounts, for goods and services that will be used or rendered for future R&D activities are deferred and capitalized, then expensed as the services are performed or as the underlying goods are delivered. If we do not expect the services to be rendered or goods to be delivered, any remaining capitalized amounts for nonrefundable advance payments are charged to expense immediately. | |||||||||
Milestone payments that we make in connection with in-licensed technology or product candidates are expensed as incurred when there is uncertainty in receiving future economic benefits from the licensed technology or product candidates. We consider the future economic benefits from the licensed technology or product candidates to be uncertain until such licensed technology is incorporated into products that, or such product candidates, are approved for marketing by the FDA or when other significant risk factors are abated. For accounting purposes, management has viewed future economic benefits for all of our licensed technology or product candidates to be uncertain. | |||||||||
Share-Based Compensation | Share-Based Compensation | ||||||||
Share-based compensation cost is measured at the grant date, based on the estimated fair value of the award using the Black-Scholes valuation model, and is recognized as expense over the vesting period on a straight-line basis. Share-based compensation expense recognized in the consolidated statements of operations for the years ended December 31, 2014 and 2013 is based on awards ultimately expected to vest and has been reduced for estimated forfeitures. This estimate will be revised in subsequent periods if actual forfeitures differ from those estimates. None of our outstanding share-based awards have market or performance conditions. | |||||||||
Patent Costs | Patent Costs | ||||||||
Legal costs and other fees incurred in connection with patent prosecution and maintenance are expensed as incurred, as recoverability of such expenditures is uncertain. These costs are recorded as selling, general and administrative expenses in our consolidated statement of operations and comprehensive income/(loss). | |||||||||
Income Taxes | Income Taxes | ||||||||
We account for income taxes and the related accounts under the liability method. Deferred tax assets and liabilities are determined based on the differences between the financial statement carrying amounts and the income tax basis of assets and liabilities. A valuation allowance is applied against any net deferred tax asset if, based on available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. | |||||||||
The tax effects from an uncertain tax position can be recognized in our consolidated financial statements only if the position is more likely than not of being sustained upon an examination by tax authorities. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. | |||||||||
We account for interest and penalties related to income tax matters, if any, in income tax expense. | |||||||||
Comprehensive Income/(Loss) | Comprehensive Income/(Loss) | ||||||||
Comprehensive income or loss is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources, including unrealized gains and losses on marketable securities and foreign currency translation adjustments. We present comprehensive income/(loss) in our consolidated statement of operations and comprehensive income/(loss). | |||||||||
Net Loss per Common Share | Net Loss per Common Share | ||||||||
Basic and diluted net loss per common share is calculated by dividing the net loss applicable to common stock for the periods presented by the weighted-average number of common shares outstanding during those periods, respectively, without consideration for outstanding common stock equivalents because their effect would have been anti-dilutive. Common stock equivalents are included in the calculation of diluted earnings per common share only if their effect is dilutive. For the years ended December 31, 2014 and 2013, our outstanding common stock equivalents consisted of options and warrants to purchase shares of our common stock. The weighted-average number of those common stock equivalents outstanding for each of the periods presented is set forth in the table below: | |||||||||
Years ended December 31, | |||||||||
2014 | 2013 | ||||||||
Warrants | 49,217,355 | 31,576,405 | |||||||
Options | 11,760,113 | 5,742,168 | |||||||
Supplemental Cash Flow Information | Supplemental Cash Flow Information | ||||||||
Years ended December 31, | |||||||||
2014 | 2013 | ||||||||
(in thousands) | |||||||||
Supplemental disclosures of non-cash investing and | |||||||||
financing activities: | |||||||||
Issuance of common stock for acquisitions | 3,270 | 0 | |||||||
Assumptions of liabilities in acquisitions | 1,069 | - | |||||||
Unrealized loss on investment securities | 4 | 19 | |||||||
Disposal of equipment in conjunction with settlement of | - | 100 | |||||||
a liability | |||||||||
Purchases of property and equipment in accounts | 17 | - | |||||||
payable | |||||||||
Offering costs included in accounts payable | 36 | - | |||||||
Recent Accounting Pronouncements | Recent Accounting Pronouncements | ||||||||
In August 2014, the FASB issued Accounting Standards Update (“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 (“ASU 2014-15”). The amendments in ASU 2014-15 will require management to assess, at each annual and interim reporting period, the entity’s ability to continue as a going concern and, if management identifies conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued, to disclose in the notes to the entity’s financial statements the principal conditions or events that raised substantial doubt about the entity’s ability to continue as a going concern, management’s evaluation of their significance, and management’s plans that alleviated or are intended to alleviate substantial doubt about the entity’s ability to continue as a going concern. ASU 2014-15 is effective for annual periods ending after December 15, 2016 and early application is permitted. The amendments in ASU 2014-15 do not have any application to an entity’s financial statements, but only to the related notes. We plan to adopt ASU 2014-15 in the first quarter of 2017. | |||||||||
In June 2014, the FASB issued ASU No. 2014-10, Development Stage Entities (Topic 915), Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation (“ASU 2014-10”). The amendments in ASU 2014-10 remove the definition of a development stage entity from the Master Glossary of the Accounting Standards Codification, thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to: (a) present inception-to-date information in the statements of income, cash flows, and shareholder equity; (b) label the financial statements as those of a development stage entity; (c) disclose a description of the development stage activities in which the entity is engaged; and (d) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The amendments also clarify that the guidance in ASC Topic 275, Risks and Uncertainties, is applicable to entities that have not commenced planned principal operations. For public business entities, the removal of the development stage entity reporting requirements in ASC Topic 915, Development Stage Entities, and the clarification to the risks and uncertainties disclosure requirements in ASC Topic 275 are effective for annual and interim reporting periods beginning after December 15, 2014. In addition, ASU 2014-10 changes the current guidance in ASC Topic 810, Consolidation, in that it eliminates the exception provided to development stage entities for determining whether an entity is a variable interest entity on the basis of the amount of investment equity that is at risk. For public business entities, the revised consolidation standards are effective for annual and interim reporting periods beginning after December 15, 2015. Early adoption of ASU 2014-10 is permitted and we elected to early adopt the provisions of ASU 2014-10 beginning with the interim reporting period ended June 30, 2014. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Accounting Policies [Abstract] | |||||||||
Weighted-average Number of Those Common Stock Equivalents Outstanding | The weighted-average number of those common stock equivalents outstanding for each of the periods presented is set forth in the table below: | ||||||||
Years ended December 31, | |||||||||
2014 | 2013 | ||||||||
Warrants | 49,217,355 | 31,576,405 | |||||||
Options | 11,760,113 | 5,742,168 | |||||||
Supplemental Cash Flow Information | |||||||||
Years ended December 31, | |||||||||
2014 | 2013 | ||||||||
(in thousands) | |||||||||
Supplemental disclosures of non-cash investing and | |||||||||
financing activities: | |||||||||
Issuance of common stock for acquisitions | 3,270 | 0 | |||||||
Assumptions of liabilities in acquisitions | 1,069 | - | |||||||
Unrealized loss on investment securities | 4 | 19 | |||||||
Disposal of equipment in conjunction with settlement of | - | 100 | |||||||
a liability | |||||||||
Purchases of property and equipment in accounts | 17 | - | |||||||
payable | |||||||||
Offering costs included in accounts payable | 36 | - | |||||||
Acquisition_of_Aires_Tables
Acquisition of Aires (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Business Combinations [Abstract] | ||||||||
Summary of Preliminary Estimated Fair Values of Net Tangible and Intangible Assets and Liabilities | The table below summarizes the estimated fair values of Aires’ net tangible and intangible assets and liabilities on the acquisition date (in thousands). | |||||||
Cash and cash equivalents | $ | 3,534 | ||||||
Prepaid expenses and other assets | 86 | |||||||
In-process research and development | 2,000 | |||||||
Total assets: | 5,620 | |||||||
Accounts payable and accrued liabilities | 1,069 | |||||||
Deferred tax liability | 795 | |||||||
Total liabilities: | 1,864 | |||||||
Net assets acquired | $ | 3,756 | ||||||
Pro-forma Information of Condensed Consolidated Results of Operations | The following unaudited pro forma information presents our condensed consolidated results of operations as if the acquisition of Aires had occurred on January 1, 2013 (in thousands): | |||||||
Years ended December 31, | ||||||||
2014 | 2013 | |||||||
Unaudited | ||||||||
Revenues | $ | — | $ | 7,305 | ||||
Loss from operations | $ | (29,728 | ) | $ | (24,520 | ) | ||
Net loss applicable to common stock | $ | (29,637 | ) | $ | (24,457 | ) | ||
Pro-forma Condensed Consolidated Financial Information Adjustments | The above unaudited pro forma information includes the following nonrecurring adjustments directly attributable to the acquisition (in thousands): | |||||||
Years ended December 31, | ||||||||
2014 | 2013 | |||||||
Transaction-related expenses | $ | 1,364 | $ | (1,364 | ) | |||
Goodwill_and_IPRD_Tables
Goodwill and IPR&D (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | ||||||||
Summary of Goodwill and IPR&D | At December 31, 2014 and 2013, our goodwill and IPR&D consisted of the following (in thousands): | |||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Goodwill | $ | 3,007 | $ | 3,007 | ||||
IPR&D | ||||||||
Acquired IPR&D related to SynthRx acquisition | 6,549 | 6,549 | ||||||
Acquired IPR&D related to Aires acquisition | 2,000 | - | ||||||
Total goodwill and IPR&D | $ | 11,556 | $ | 9,556 | ||||
Investment_Securities_Tables
Investment Securities (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Investments Debt And Equity Securities [Abstract] | ||||||||
Investment Securities | At December 31, 2014 and 2013, our investment securities were as follows (in thousands): | |||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Fair value of investment securities | $ | 21,481 | $ | 18,711 | ||||
Cost basis of investment securities | 21,506 | 18,730 | ||||||
Years ended December 31, | ||||||||
2014 | 2013 | |||||||
Net unrealized losses on investment securities | 25 | 19 | ||||||
Fair_Value_of_Financial_Instru1
Fair Value of Financial Instruments (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||
Fair Values of Cash Equivalents and Investment Securities | The fair values at December 31, 2014 and 2013 of our cash equivalents and investment securities are summarized in the following tables (in thousands): | ||||||||||||||||
Fair Value Determined Under: | |||||||||||||||||
Total Fair | (Level 1) | (Level 2) | (Level 3) | ||||||||||||||
Value | |||||||||||||||||
At December 31, 2014: | |||||||||||||||||
Cash equivalents | $ | 16,626 | $ | 16,626 | $ | — | $ | — | |||||||||
Investment securities | $ | 21,481 | $ | — | $ | 21,481 | $ | — | |||||||||
At December 31, 2013: | |||||||||||||||||
Cash equivalents | $ | 1,340 | $ | 1,340 | $ | — | $ | — | |||||||||
Investment securities | $ | 18,711 | $ | — | $ | 18,711 | $ | — | |||||||||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Property Plant And Equipment [Abstract] | |||||||||||
Property and Equipment | Property and equipment at December 31, 2014 and 2013 were as follows (in thousands): | ||||||||||
December 31, | |||||||||||
Useful Lives | 2014 | 2013 | |||||||||
Office furniture, computer and lab equipment | 3 - 5 years | $ | 416 | $ | 275 | ||||||
Computer software | 3 years | 58 | 58 | ||||||||
Leasehold improvements | 1 year | 35 | 35 | ||||||||
Equipment in progress | n/a | 23 | - | ||||||||
532 | 368 | ||||||||||
Less: accumulated depreciation and amortization | (344 | ) | (262 | ) | |||||||
Property and equipment, net | $ | 188 | $ | 106 | |||||||
Accrued_Liabilities_Tables
Accrued Liabilities (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Payables And Accruals [Abstract] | |||||||||
Accrued Liabilities | Accrued liabilities at December 31, 2014 and 2013 were as follows (in thousands): | ||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Accrued R&D agreements and study expenses | $ | 5,383 | $ | 2,274 | |||||
Other accrued liabilities | 242 | 221 | |||||||
Total accrued liabilities | $ | 5,625 | $ | 2,495 | |||||
Capital_Stock_and_Warrants_Tab
Capital Stock and Warrants (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Equity [Abstract] | |||||||||
Outstanding Warrants to Purchase Shares of Common Stock | At December 31, 2014, outstanding warrants to purchase shares of common stock are as follows: | ||||||||
Shares Underlying | Exercise Price | Expiration Date | |||||||
Outstanding Warrants | |||||||||
409,228 | $ | 3.44 | Apr-15 | ||||||
1,062,500 | $ | 1 | Apr-15 | ||||||
1,816,608 | $ | 3.65 | May-15 | ||||||
2,046,139 | $ | 2.75 | Jan-16 | ||||||
10,625,000 | $ | 1.1 | Nov-16 | ||||||
28,097,400 | $ | 0.65 | Jun-18 | ||||||
13,081,428 | $ | 0.01 | Nov-19 | ||||||
22,011,265 | $ | 0.75 | Nov-19 | ||||||
79,149,568 | |||||||||
Equity_Incentive_Plans_Tables
Equity Incentive Plans (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||||||||||||||||
Share-Based Compensation Expense from All Stock Options Granted Charged to Consolidated Statements of Operations | The share-based compensation expense from all stock options granted that has been charged to our consolidated statements of operations and comprehensive income/(loss) in those periods was as follows (in thousands): | ||||||||||||||||
Years ended December 31, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Selling, general and administrative expense | $ | 1,607 | $ | 1,429 | |||||||||||||
Research and development expense | 425 | 171 | |||||||||||||||
Share-based compensation expense | $ | 2,032 | $ | 1,600 | |||||||||||||
Summary of Option Activity | The following table summarizes our stock option activity for the year ended December 31, 2014: | ||||||||||||||||
Shares | Weighted-Average | Weighted-Average | Aggregate | ||||||||||||||
Underlying | Exercise | Remaining | Intrinsic | ||||||||||||||
Option | Price | Contractual Years | Value | ||||||||||||||
Awards | |||||||||||||||||
(in thousands) | |||||||||||||||||
Outstanding at January 1, 2014 | 7,304,828 | $ | 1.38 | ||||||||||||||
Granted | 7,475,095 | $ | 0.6 | ||||||||||||||
Exercised | - | $ | — | ||||||||||||||
Expired/cancelled/forfeited | (1,163,786 | ) | $ | 0.78 | |||||||||||||
Outstanding at December 31, 2014 | 13,616,137 | $ | 1 | 8.06 | $ | 374 | |||||||||||
Options exercisable at December 31, 2014 | 5,456,110 | $ | 1.58 | 6.71 | $ | 130 | |||||||||||
Vested and expected to vest at December 31, 2014 | 12,716,125 | $ | 1.03 | 7.98 | $ | 350 | |||||||||||
Black-Scholes Option-Valuation Model and the Calculation of Share-based Compensation for Option Grants to Employees and Non-Employee Directors | The assumptions used in the Black-Scholes option-valuation model and the calculation of share-based compensation for option grants to employees and non-employee directors during the years ended December 31, 2014 and 2013 are as follows: | ||||||||||||||||
Years ended December 31, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Risk-free interest rate | 1.9 - 2.1% | 1.0 - 2.0% | |||||||||||||||
Dividend yield | 0.00% | 0.00% | |||||||||||||||
Expected volatility | 104 - 112% | 113 - 132% | |||||||||||||||
Expected term (in years) | 5.4 - 6.2 years | 5.3 - 6.1 years | |||||||||||||||
Forfeiture rate (officers and directors) | 9% | 0% | |||||||||||||||
Forfeiture rate (employees) | 9% | 10% | |||||||||||||||
Commitments_Tables
Commitments (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Commitments And Contingencies Disclosure [Abstract] | |||||
Future Rental Commitments | Future rental commitments under all operating leases are as follows (in thousands): | ||||
Year Ending December 31, | |||||
2015 | $ | 374 | |||
2016 | 397 | ||||
2017 | 496 | ||||
2018 | 554 | ||||
2019 | 565 | ||||
Thereafter | 237 | ||||
Total | $ | 2,623 | |||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
Income Tax Provision/(Benefit) | The income tax benefit is different from that which would be obtained by applying the statutory Federal income tax rate of 34% to income before income tax expense. The items causing this difference for the years ended December 31, 2014 and 2013 are as follows: | ||||||||
Years ended December 31, | |||||||||
2014 | 2013 | ||||||||
(in thousands) | |||||||||
Income tax benefit at federal statutory rate | $ | (9,758 | ) | $ | (7,303 | ) | |||
Orphan drug credit / R&D credit | (4,575 | ) | (804 | ) | |||||
Stock options | 278 | 207 | |||||||
Other | (213 | ) | 37 | ||||||
Change in federal valuation allowance | 14,268 | 7,863 | |||||||
Total | $ | - | $ | - | |||||
Significant Components of Deferred Tax Assets and Liabilities | Significant components of deferred tax assets and liabilities at December 31, 2014 and 2013 are as follows: | ||||||||
Years ended December 31, | |||||||||
2014 | 2013 | ||||||||
(in thousands) | |||||||||
Deferred tax assets: | |||||||||
Accrued expenses | $ | 592 | $ | 171 | |||||
Stock options under ASC 718 | 2,240 | 1,750 | |||||||
Net operating loss carry forwards | 20,583 | 12,994 | |||||||
Income tax credit carry forwards | 8,109 | 1,078 | |||||||
Property and equipment | 12 | 4 | |||||||
Intangibles | 1,793 | 1,124 | |||||||
Other | 33 | 20 | |||||||
Total deferred tax assets | 33,362 | 17,141 | |||||||
Less: valuation allowance | (33,362 | ) | (17,141 | ) | |||||
Total deferred tax assets, net of valuation allowance | $ | - | $ | - | |||||
Deferred tax liabilities: | |||||||||
Acquired intangibles | (3,404 | ) | (2,609 | ) | |||||
Total deferred tax assets/liabilities, net of valuation | $ | (3,404 | ) | $ | (2,609 | ) | |||
allowance | |||||||||
Summary_of_Quarterly_Financial1
Summary of Quarterly Financial Data (unaudited) (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||
Quarterly Statements of Operations Data | The following is a summary of the unaudited quarterly results of operations for the years ended December 31, 2014 and 2013 (in thousands, except per share data): | ||||||||||||||||
Quarterly statements of operations data | |||||||||||||||||
Quarters Ended | |||||||||||||||||
2014 (unaudited) | 31-Mar | 30-Jun | 30-Sep | 31-Dec | |||||||||||||
Revenue | $ | - | $ | - | $ | - | $ | - | |||||||||
Loss from operations | (6,839 | ) | (7,202 | ) | (7,884 | ) | (7,354 | ) | |||||||||
Net loss | (6,371 | ) | (7,152 | ) | (7,866 | ) | (7,313 | ) | |||||||||
Net loss applicable to common stock | (6,371 | ) | (7,152 | ) | (7,866 | ) | (7,313 | ) | |||||||||
Basic and diluted net loss per share | $ | (0.06 | ) | $ | (0.06 | ) | $ | (0.06 | ) | $ | (0.05 | ) | |||||
Basic and diluted weighted average number of shares | 105,054 | 115,587 | 123,287 | 145,257 | |||||||||||||
of common stock outstanding | |||||||||||||||||
Quarters Ended | |||||||||||||||||
2013 (unaudited) | 31-Mar | 30-Jun | 30-Sep | 31-Dec | |||||||||||||
Revenue | $ | - | $ | - | $ | - | $ | - | |||||||||
Loss from operations | (5,593 | ) | (4,953 | ) | (5,271 | ) | (5,722 | ) | |||||||||
Net loss | (5,581 | ) | (4,941 | ) | (5,254 | ) | (5,705 | ) | |||||||||
Net loss applicable to common stock | (5,581 | ) | (4,941 | ) | (5,254 | ) | (5,705 | ) | |||||||||
Basic and diluted net loss per share | $ | (0.12 | ) | $ | (0.09 | ) | $ | (0.05 | ) | $ | (0.06 | ) | |||||
Basic and diluted weighted average number of shares | 46,265 | 53,750 | 102,710 | 102,710 | |||||||||||||
of common stock outstanding | |||||||||||||||||
Summary_of_Significant_Account3
Summary of Significant Accounting Policies - Additional Information (Detail) (USD $) | 0 Months Ended | 12 Months Ended | |
Sep. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Summary Of Significant Accounting Policies [Line Items] | |||
Cash equivalents carried at cost | $16,600,000 | $1,300,000 | |
Cash and cash equivalents of highly liquid investments with maturity date of purchase | three months or less | ||
Amount of Investment Securities | 4,700,000 | ||
Percentage of investment securities | 22.00% | ||
Determination percentage | 50.00% | ||
Impairment of goodwill | 0 | ||
In-process research and development | $0 | ||
Uncertain income tax position | 50.00% | ||
Minimum [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Maturity period | 1 year | ||
Estimated useful lives of assets | 3 years | ||
Maximum [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Maturity period | 18 months | ||
Estimated useful lives of assets | 5 years |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies - Weighted-average Number of Those Common Stock Equivalents Outstanding (Detail) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Warrants [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 49,217,355 | 31,576,405 |
Options [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 11,760,113 | 5,742,168 |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies - Supplemental Cash Flow Information (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Supplemental disclosures of non-cash investing and financing activities: | ||
Issuance of common stock for acquisitions | $3,270 | $0 |
Assumptions of liabilities in acquisitions | 1,069 | |
Unrealized loss on investment securities | 4 | 19 |
Disposal of equipment in conjunction with settlement of a liability | 100 | |
Purchases of property and equipment in accounts payable | 17 | |
Offering costs included in accounts payable | $36 |
Acquisition_of_Aires_Additiona
Acquisition of Aires - Additional Information (Detail) (USD $) | 0 Months Ended | 12 Months Ended | 10 Months Ended | |
Feb. 27, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | |
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||||
Additional Common stock shares issued | 1,049,706 | |||
Agreement holdback period | 6 months | |||
Additional aggregate unregistered shares of common stock | 4,053,996 | |||
Milestone payments | $0 | |||
Earn-out payments | 0 | |||
Purchase price of acquisition, based calculated number of shares and average closing prices per share | 3,270,000 | 0 | ||
Average closing price | $0.80 | |||
Business combination, bargain purchase gain recognized, amount | 500,000 | 486,000 | ||
IPR&D, AIR-001 program, fair value | 2,000,000 | |||
Deferred income tax liability resulting from the acquisition | 795,000 | |||
Revenue from collaborations | 0 | 7,305,000 | ||
Operating expenses | 29,279,000 | 21,539,000 | ||
Severance Payments to Former Executive Officers of Aires [Member] | ||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||||
Transaction-related expenses | 900,000 | |||
Aires Consulting Group Inc [Member] | ||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||||
Total merger consideration | 5,103,702 | |||
Operating expenses | $1,800,000 |
Acquisition_of_Aires_Summary_o
Acquisition of Aires - Summary of Preliminary Estimated Fair Values of Net Tangible and Intangible Assets and Liabilities (Detail) (USD $) | Feb. 27, 2014 |
In Thousands, unless otherwise specified | |
Business Combinations [Abstract] | |
Cash and cash equivalents | $3,534 |
Prepaid expenses and other assets | 86 |
In-process research and development | 2,000 |
Total assets: | 5,620 |
Accounts payable and accrued liabilities | 1,069 |
Deferred tax liability | 795 |
Total liabilities: | 1,864 |
Net assets acquired | $3,756 |
Acquisition_of_Aires_Proforma_
Acquisition of Aires - Pro-forma Information of Condensed Consolidated Results of Operations (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Business Combinations [Abstract] | ||
Revenues | $0 | $7,305,000 |
Loss from operations | -29,728,000 | -24,520,000 |
Net loss applicable to common stock | ($29,637,000) | ($24,457,000) |
Acquisition_of_Aires_Proforma_1
Acquisition of Aires - Pro-forma Condensed Consolidated Financial Information Adjustments (Detail) (Pro Forma Transaction Costs [Member], USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Pro Forma Transaction Costs [Member] | ||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||
Transaction-related expenses | $1,364 | ($1,364) |
Goodwill_and_IPRD_Summary_of_G
Goodwill and IPR&D - Summary of Goodwill and IPR&D (Detail) (USD $) | Dec. 31, 2014 | Feb. 27, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |||
Goodwill And Intangible Assets [Line Items] | |||
Goodwill | $3,007 | $3,007 | |
In-process research and development | 2,000 | ||
Total goodwill and IPR&D | 11,556 | 9,556 | |
Synthrx | |||
Goodwill And Intangible Assets [Line Items] | |||
In-process research and development | 6,549 | 6,549 | |
Aires Consulting Group Inc [Member] | |||
Goodwill And Intangible Assets [Line Items] | |||
In-process research and development | $2,000 |
Goodwill_and_IPRD_Additional_I
Goodwill and IPR&D - Additional Information (Detail) (Synthrx, USD $) | 9 Months Ended |
Sep. 30, 2014 | |
Synthrx | |
Goodwill And Intangible Assets [Line Items] | |
Impairment charge | $0 |
Investment_Securities_Investme
Investment Securities - Investment Securities (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Investment Holdings [Abstract] | ||
Investment securities | $21,481 | $18,711 |
Cost basis of investment securities | 21,506 | 18,730 |
Net unrealized losses on investment securities | $25 | $19 |
Fair_Value_of_Financial_Instru2
Fair Value of Financial Instruments - Fair Values of Cash Equivalents and Investments Securities (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investment securities | $21,481 | $18,711 |
Fair Value, Measurements, Nonrecurring [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash equivalents | 16,626 | 1,340 |
Investment securities | 21,481 | 18,711 |
Fair Value Determined Under Level 1 [Member] | Fair Value, Measurements, Nonrecurring [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash equivalents | 16,626 | 1,340 |
Fair Value Determined Under Level 2 [Member] | Fair Value, Measurements, Nonrecurring [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investment securities | $21,481 | $18,711 |
Property_and_Equipment_Propert
Property and Equipment - Property and Equipment (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $532 | $368 |
Less: accumulated depreciation and amortization | -344 | -262 |
Property and equipment, net | 188 | 106 |
Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives | 3 years | |
Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives | 5 years | |
Office Furniture, Computer and Lab Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 416 | 275 |
Office Furniture, Computer and Lab Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives | 3 years | |
Office Furniture, Computer and Lab Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives | 5 years | |
Computer Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives | 3 years | |
Property and equipment, gross | 58 | 58 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives | 1 year | |
Property and equipment, gross | 35 | 35 |
Equipment in progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives | 0 years | |
Property and equipment, gross | $23 |
Property_and_Equipment_Additio
Property and Equipment - Additional Information (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Property Plant And Equipment Useful Life And Values [Abstract] | ||
Depreciation and amortization expense | $85 | $40 |
Accrued_Liabilities_Accrued_Li
Accrued Liabilities - Accrued Liabilities (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Payables And Accruals [Abstract] | ||
Accrued R&D agreements and study expenses | $5,383 | $2,274 |
Other accrued liabilities | 242 | 221 |
Total accrued liabilities | $5,625 | $2,495 |
Capital_Stock_and_Warrants_Add
Capital Stock and Warrants - Additional Information (Detail) (USD $) | 1 Months Ended | 12 Months Ended | 1 Months Ended | ||
Nov. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2014 | Feb. 28, 2014 | Dec. 31, 2013 | |
Class of Warrant or Right [Line Items] | |||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | |||
Common stock, par value | $0.00 | $0.00 | |||
Preferred stock, authorized | 1,000,000 | ||||
Preferred stock, par value | $0.00 | ||||
Common stock, shares outstanding | 159,458,376 | 102,710,286 | |||
Preferred stock, shares outstanding | 0 | ||||
Common stock, shares issued | 30,941,102 | 56,195,000 | 20,703,186 | ||
Additional shares of common available for outstanding exercisable prefunded warrants | 13,081,428 | 28,097,500 | |||
Treasury stock issued | 22,011,265 | 1,454,079 | |||
Aggregate number of common stock | 0.5 | ||||
Gross proceeds of financing | $21,000,000 | $28,100,000 | $15,300,000 | ||
Additional proceeds from the exercise of prefunded warrants | 100,000 | ||||
Proceeds from sale and exercise of warrants | 16,500,000 | 18,300,000 | 6,148,000 | ||
Net proceeds from financing | 19,700,000 | 25,700,000 | 14,600,000 | ||
Exercise price of prefunded warrants per share | $0.01 | ||||
Exercise price of warrants per share | $0.75 | ||||
Warrants exercisable period | 12-Nov-19 | ||||
Weighted average sale price | $0.74 | ||||
Securities offered and sold combination | These securities were offered and sold to the underwriters and the public in units with each unit consisting of one share of common stock and one warrant to purchase up to 0.5 of a share of common stock. | ||||
Warrants [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Exercise price of warrants per share | $0.65 | ||||
Maximum [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Gross proceeds of financing | $30,000,000 | ||||
Warrants exercisable period | 19-Jun-18 | ||||
Series A [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Common stock, shares issued | 30,941,102 | ||||
Aggregate number of common stock | 0.5 | ||||
Series B [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Additional shares of common available for outstanding exercisable prefunded warrants | 13,081,428 | ||||
Aggregate number of common stock | 0.5 |
Capital_Stock_and_Warrants_Out
Capital Stock and Warrants - Outstanding Warrants to Purchase Shares of Common Stock (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Nov. 30, 2014 | |
Class of Warrant or Right [Line Items] | ||
Exercise Price | $0.75 | |
Exercise Price One [Member] | ||
Class of Warrant or Right [Line Items] | ||
Shares Underlying Outstanding Warrants | 409,228 | |
Exercise Price | $3.44 | |
Expiration Date | 2015-04 | |
Exercise Price Two [Member] | ||
Class of Warrant or Right [Line Items] | ||
Shares Underlying Outstanding Warrants | 1,062,500 | |
Exercise Price | $1 | |
Expiration Date | 2015-04 | |
Exercise Price Three [Member] | ||
Class of Warrant or Right [Line Items] | ||
Shares Underlying Outstanding Warrants | 1,816,608 | |
Exercise Price | $3.65 | |
Expiration Date | 2015-05 | |
Exercise Price Four [Member] | ||
Class of Warrant or Right [Line Items] | ||
Shares Underlying Outstanding Warrants | 2,046,139 | |
Exercise Price | $2.75 | |
Expiration Date | 2016-01 | |
Exercise Price Five [Member] | ||
Class of Warrant or Right [Line Items] | ||
Shares Underlying Outstanding Warrants | 10,625,000 | |
Exercise Price | $1.10 | |
Expiration Date | 2016-11 | |
Exercise Price Six [Member] | ||
Class of Warrant or Right [Line Items] | ||
Shares Underlying Outstanding Warrants | 28,097,400 | |
Exercise Price | $0.65 | |
Expiration Date | 2018-06 | |
Exercise Price Seven [Member] | ||
Class of Warrant or Right [Line Items] | ||
Shares Underlying Outstanding Warrants | 13,081,428 | |
Exercise Price | $0.01 | |
Expiration Date | 2019-11 | |
Exercise Price Eight [Member] | ||
Class of Warrant or Right [Line Items] | ||
Shares Underlying Outstanding Warrants | 22,011,265 | |
Exercise Price | $0.75 | |
Expiration Date | 2019-11 | |
Exercise Price Nine [Member] | ||
Class of Warrant or Right [Line Items] | ||
Shares Underlying Outstanding Warrants | 79,149,568 |
Equity_Incentive_Plans_Additio
Equity Incentive Plans - Additional Information (Detail) (USD $) | 12 Months Ended | |
In Millions, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Additional share based compensation expense | $0.30 | |
Reduction in share based compensation expense, unvested stock cancellation | 0.4 | |
Common stock available for grant | 10,388,691 | |
Purchase price of shares of common stock | Less than 100% | |
Contractual term | 10 years | |
Vesting period | 4 years | |
Weighted-average grant date fair value | $0.50 | $0.41 |
Unamortized compensation cost | 3.3 | |
Expected to be recognized over a weighted-average period | 2 years 9 months 18 days | |
Percentage lower of fair market value at which employees are eligible to purchase common stock | 85.00% | |
Percentage of employee compensation authorized to withhold | 15.00% | |
Common stock issued under purchase plan | 306,945 | |
Percentage of common stock subject to annual automatic increase | 1.00% | |
Common stock subject to annual automatic increase | 30,000 | |
Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock appreciation right | 1 | |
Other Than Stock Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock appreciation right | 1.2 | |
Research and Development Expense [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Reduction in share based compensation expense | $0.10 | |
2005 Equity Incentive Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Awards granted | 0 | |
2008 Omnibus Incentive Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Awards granted | 0 | |
Original 2008 Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Awards granted | 0 | |
Amended and Restated 2008 Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Awards granted | 0 |
Equity_Incentive_Plans_ShareBa
Equity Incentive Plans - Share-Based Compensation Expense from All Stock Options Granted Charged to Consolidated Statements of Operations (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | $2,032 | $1,600 |
Selling, General and Administrative Expense [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | 1,607 | 1,429 |
Research and Development Expense [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | $425 | $171 |
Equity_Incentive_Plans_Summary
Equity Incentive Plans - Summary of Option Activity (Detail) (USD $) | 12 Months Ended |
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Shares Underlying Options, Outstanding at beginning balance | 7,304,828 |
Shares Underlying Options, Granted | 7,475,095 |
Shares Underlying Options, Expired/cancelled/forfeited | -1,163,786 |
Shares Underlying Options, Outstanding at ending balance | 13,616,137 |
Shares Underlying Options, Options exercisable | 5,456,110 |
Shares Underlying Options, Vested and expected to vest | 12,716,125 |
Weighted-Average Exercise Price, beginning balance | $1.38 |
Weighted-Average Exercise Price, Granted | $0.60 |
Weighted-Average Exercise Price, Expired/cancelled/forfeited | $0.78 |
Weighted-Average Exercise Price, ending balance | $1 |
Weighted-Average Exercise Price, Options exercisable | $1.58 |
Weighted-Average Exercise Price, Vested and expected to vest | $1.03 |
Weighted-Average Remaining Contractual Years | 8 years 22 days |
Weighted-Average Remaining Contractual Years, Option exercisable | 6 years 8 months 16 days |
Weighted-Average Remaining Contractual Years, Vested and expected to vest | 7 years 11 months 23 days |
Aggregate Intrinsic Value, ending balance | $374 |
Aggregate Intrinsic Value, Options exercisable | 130 |
Aggregate Intrinsic Value, Vested and expected to vest | $350 |
Equity_Incentive_Plans_BlackSc
Equity Incentive Plans - Black-Scholes Option-Valuation Model for Option Grants to Employees and Non-Employee Directors (Detail) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate, Minimum | 1.90% | 1.00% |
Risk-free interest rate, Maximum | 2.10% | 2.00% |
Dividend yield | 0.00% | 0.00% |
Expected volatility, Maximum | 112.00% | 132.00% |
Expected volatility, Minimum | 104.00% | 113.00% |
Forfeiture rate (officers and directors) | 9.00% | 0.00% |
Forfeiture rate (employees) | 9.00% | 10.00% |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 5 years 4 months 24 days | 5 years 3 months 18 days |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 6 years 2 months 12 days | 6 years 1 month 6 days |
Commitments_Additional_Informa
Commitments - Additional Information (Detail) (USD $) | 1 Months Ended | 12 Months Ended | 1 Months Ended | |
Jul. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Apr. 30, 2011 | |
sqft | ||||
Commitments And Contingencies [Line Items] | ||||
Lease office space | 13,700 | |||
Lease commencement date | 20-Jan-15 | |||
Lease expiration date | 31-May-20 | |||
Monthly rent | $41,000 | |||
Percentage of lease escalated | 3.00% | |||
Lease payment abated | 96,000 | |||
Lease payment | 300,000 | |||
Security deposit | 130,000 | |||
Copier and phone system lease expiration | 2019 | |||
Rent expense | 334,000 | 288,000 | ||
Prepayment, Months 13, 16, 19, 24 Of The Lease [Member] | ||||
Commitments And Contingencies [Line Items] | ||||
Monthly rent | $170,000 | |||
First Milestone - FDA Acceptance [Member] | ||||
Commitments And Contingencies [Line Items] | ||||
Shares issued, fully vested shares | 3,839,400 | |||
Second Milestone - FDA Approval [Member] | ||||
Commitments And Contingencies [Line Items] | ||||
Shares issued, fully vested shares | 8,638,650 | |||
Synthrx | ||||
Commitments And Contingencies [Line Items] | ||||
Additional Common stock shares issued | 12,478,050 |
Commitments_Future_Rental_Comm
Commitments - Future Rental Commitments (Detail) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Commitments And Contingencies Disclosure [Abstract] | |
2015 | $374 |
2016 | 397 |
2017 | 496 |
2018 | 554 |
2019 | 565 |
Thereafter | 237 |
Total | $2,623 |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Operating Loss Carryforwards [Line Items] | ||
Provision or benefit for income taxes | $0 | $0 |
Statutory Federal income tax rate | 34.00% | 34.00% |
Cumulative change in ownership percentage description | more than 50% | |
Income tax holiday, testing period | 3 years | |
Cumulative change in ownership percentage | 50.00% | |
Impact on income tax, tax attribute carry forwards | 0 | |
Operating loss expiration year | 2031 | |
R&D/orphan drug tax credit carry forwards | 8,109,000 | 1,078,000 |
Uncertain income tax position | 50.00% | |
Unrecognized tax benefits | 0 | |
Period of change in unrecognized tax benefits | 12 months | |
Tax liability, penalties or interest | 0 | 0 |
Federal [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Tax loss carry forwards | 55,100,000 | |
R&D/orphan drug tax credit carry forwards | 7,700,000 | |
Aforementioned tax credit expiration beginning year | 2031 | |
State and Local Jurisdiction [Member] | CALIFORNIA | ||
Operating Loss Carryforwards [Line Items] | ||
Tax loss carry forwards | 31,200,000 | |
R&D/orphan drug tax credit carry forwards | $600,000 |
Income_Taxes_Income_Tax_Provis
Income Taxes - Income Tax Provision/(Benefit) (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | ||
Income tax benefit at federal statutory rate | ($9,758,000) | ($7,303,000) |
Orphan drug credit / R&D credit | -4,575,000 | -804,000 |
Stock options | 278,000 | 207,000 |
Other | -213,000 | 37,000 |
Change in federal valuation allowance | 14,268,000 | 7,863,000 |
Total | $0 | $0 |
Income_Taxes_Significant_Compo
Income Taxes - Significant Components of Deferred Tax Assets and Liabilities (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Deferred tax assets: | ||
Accrued expenses | $592 | $171 |
Stock options under ASC 718 | 2,240 | 1,750 |
Net operating loss carry forwards | 20,583 | 12,994 |
Income tax credit carry forwards | 8,109 | 1,078 |
Property and equipment | 12 | 4 |
Intangibles | 1,793 | 1,124 |
Other | 33 | 20 |
Total deferred tax assets | 33,362 | 17,141 |
Less: valuation allowance | -33,362 | -17,141 |
Deferred tax liabilities: | ||
Acquired intangibles | -3,404 | -2,609 |
Total deferred tax assets/liabilities, net of valuation allowance | ($3,404) | ($2,609) |
401k_Plan_Additional_Informati
401(k) Plan - Additional Information (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Compensation And Retirement Disclosure [Abstract] | ||
Voluntary contributions by employees | 100.00% | |
Matching contributions | 100.00% | |
Employee contributions | 6.00% | |
Total expense incurred in employer matching contribution | $212,000 | $182,000 |
Segment_Information_Additional
Segment Information - Additional Information (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Segment | ||
Segment Reporting [Abstract] | ||
Recognized revenues | $0 | $0 |
Number of reportable segments | 1 |
Summary_of_Quarterly_Financial2
Summary of Quarterly Financial Data (Unaudited) - Quarterly Statements of Operations Data (Detail) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | |
Quarterly Financial Information Disclosure [Abstract] | ||||||||||
Revenues | $0 | $0 | ||||||||
Loss from operations | -7,354,000 | -7,884,000 | -7,202,000 | -6,839,000 | -5,722,000 | -5,271,000 | -4,953,000 | -5,593,000 | -29,279,000 | -21,539,000 |
Net loss | -7,313,000 | -7,866,000 | -7,152,000 | -6,371,000 | -5,705,000 | -5,254,000 | -4,941,000 | -5,581,000 | -28,702,000 | -21,480,000 |
Net loss applicable to common stock | ($7,313,000) | ($7,866,000) | ($7,152,000) | ($6,371,000) | ($5,705,000) | ($5,254,000) | ($4,941,000) | ($5,581,000) | ||
Basic and diluted net loss per share | ($0.05) | ($0.06) | ($0.06) | ($0.06) | ($0.06) | ($0.05) | ($0.09) | ($0.12) | ($0.23) | ($0.28) |
Basic and diluted weighted average number of shares of common stock outstanding | 145,257,000 | 123,287,000 | 115,587,000 | 105,054,000 | 102,710,000 | 102,710,000 | 53,750,000 | 46,265,000 | 122,409,183 | 76,585,752 |
Subsequent_Events_Additional_I
Subsequent Events - Additional Information (Detail) (President and Chief Operating Officer [Member], USD $) | 12 Months Ended | 0 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2014 | Feb. 28, 2015 |
Subsequent Event [Line Items] | ||
Employee termination date | 28-Feb-15 | |
Retention and severance plan, description | Pursuant to a Retention and Severance Plan, effective as of July 21, 2009, in which Mr. Keran was a participant, if Mr. Keran delivers and does not revoke a general release of claims, he will receive a lump sum severance payment of approximately $0.4 million, less applicable withholdings, which is equal to 12 months of his base salary and the estimated cost of continuing his healthcare coverage and the coverage of his dependents for 12 months under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. | |
Shares outstanding vesting expiration date | 15-Nov-16 | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Lump sum severance payment | $0.40 | |
Shares outstanding vesting percentage | 25.00% |