Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 01, 2020 | Jun. 28, 2019 | |
Cover [Abstract] | |||
Entity Registrant Name | SCYNEXIS INC | ||
Trading Symbol | SCYX | ||
Entity Central Index Key | 0001178253 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | false | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 97,417,224 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 70,456,262 | ||
Entity Interactive Data Current | Yes | ||
Entity File Number | 001-36365 | ||
Entity Tax Identification Number | 56-2181648 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 1 Evertrust Plaza | ||
Entity Address, Address Line Two | 13th Floor | ||
Entity Address, City or Town | Jersey City | ||
Entity Address, State or Province | NJ | ||
Entity Address, Postal Zip Code | 07302 - 6548 | ||
City Area Code | 201 | ||
Local Phone Number | 884-5485 | ||
Document Transition Report | false | ||
Title of Each Class | Common Stock, par value $0.001 per share | ||
Name of Each Exchange on Which Registered | NASDAQ | ||
Document Annual Report | true | ||
Documents Incorporated by Reference | Documents Incorporated by Reference Portions of the registrant’s proxy statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A in connection with the registrant’s 2020 Annual Meeting of Stockholders, which will be filed subsequent to the date hereof, are incorporated by reference into Part III of this Form 10-K. Such proxy statement will be filed with the Securities and Exchange Commission not later than 120 days following the end of the registrant’s fiscal year ended December 31, 2019. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 41,920 | $ 11,439 |
Short-term investments | 6,494 | 32,718 |
Prepaid expenses and other current assets | 3,988 | 7,251 |
Restricted cash | 0 | 55 |
Total current assets | 52,402 | 51,463 |
Other assets | 812 | 812 |
Deferred offering costs | 70 | 106 |
Restricted cash | 273 | 273 |
Property and equipment, net | 405 | 516 |
Operating lease right-of-use asset (Note 8) | 3,191 | 0 |
Total assets | 57,153 | 53,170 |
Current liabilities: | ||
Accounts payable | 7,177 | 3,653 |
Accrued expenses | 3,801 | 2,103 |
Deferred revenue, current portion | 0 | 121 |
Operating lease liability, current portion (Note 8) | 36 | 0 |
Total current liabilities | 11,014 | 5,877 |
Warrant liabilities | 18,396 | 986 |
Loan payable expected to be refinanced (Note 7) | 0 | 15,082 |
Convertible debt and derivative liability (Note 7) | 11,522 | 0 |
Operating lease liability (Note 8) | 3,326 | 0 |
Total liabilities | 44,258 | 21,945 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred stock, $0.001 par value, authorized 5,000,000 shares as of December 31, 2019 and December 31, 2018; 0 shares issued and outstanding as of December 31, 2019 and December 31, 2018 | 0 | 0 |
Common stock, $0.001 par value, 250,000,000 shares authorized as of December 31, 2019, and 125,000,000 shares authorized as of December 31, 2018; 97,413,721 and 47,971,989 shares issued and outstanding as of December 31, 2019, and December 31, 2018, respectively | 97 | 48 |
Additional paid-in capital | 284,226 | 248,895 |
Accumulated deficit | (271,428) | (217,718) |
Total stockholders’ equity | 12,895 | 31,225 |
Total liabilities and stockholders’ equity | $ 57,153 | $ 53,170 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2019 | Jun. 18, 2019 | Jun. 17, 2019 | Dec. 31, 2018 | May 07, 2014 |
Statement Of Financial Position [Abstract] | |||||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | ||
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 | 5,000,000 | ||
Preferred stock, shares issued (in shares) | 0 | 0 | |||
Preferred stock, shares outstanding (in shares) | 0 | 0 | |||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |||
Common stock, shares authorized (in shares) | 250,000,000 | 250,000,000 | 125,000,000 | 125,000,000 | |
Common stock, shares issued (in shares) | 97,413,721 | 47,971,989 | |||
Common stock, shares outstanding (in shares) | 97,413,721 | 47,971,989 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | ||
Revenue | $ 121 | $ 257 |
Operating expenses: | ||
Research and development | 38,394 | 21,560 |
Selling, general and administrative | 10,648 | 8,680 |
Total operating expenses | 49,042 | 30,240 |
Loss from operations | (48,921) | (29,983) |
Other expense (income): | ||
Loss on extinguishment of debt | 1,045 | 0 |
Amortization of debt issuance costs and discount | 1,171 | 428 |
Interest income | (805) | (967) |
Interest expense | 986 | 1,626 |
Other income | (538) | 0 |
Warrant liabilities fair value adjustment | 4,497 | (11,866) |
Derivative liability fair value adjustment | (1,567) | 0 |
Total other expense (income): | 4,789 | (10,779) |
Loss before taxes | (53,710) | (19,204) |
Income tax benefit | 0 | 6,736 |
Net loss | $ (53,710) | $ (12,468) |
Net loss per share – basic and diluted | $ (0.96) | $ (0.28) |
Weighted average common shares outstanding – basic and diluted | 56,081,384 | 43,883,995 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Beginning balance at Dec. 31, 2017 | $ 21,410 | $ 29 | $ 226,631 | $ (205,250) |
Beginning balance (in shares) at Dec. 31, 2017 | 28,971,651 | |||
Net loss | (12,468) | (12,468) | ||
Stock-based compensation expense | 1,816 | 1,816 | ||
Common stock issued through employee stock purchase plan | 39 | 39 | ||
Common stock issued through employee stock purchase plan (in shares) | 31,361 | |||
Common stock issued, net of expenses | 20,437 | $ 19 | 20,418 | |
Common stock issued, net of expenses (in shares) | 18,959,675 | |||
Common stock issued for vested restricted stock units | (9) | (9) | ||
Common stock issued for vested restricted stock units (in shares) | 9,302 | |||
Ending balance at Dec. 31, 2018 | $ 31,225 | $ 48 | 248,895 | (217,718) |
Ending balance (in shares) at Dec. 31, 2018 | 47,971,989 | 47,971,989 | ||
Net loss | $ (53,710) | (53,710) | ||
Stock-based compensation expense | 1,828 | 1,828 | ||
Common stock issued through employee stock purchase plan | 37 | 37 | ||
Common stock issued through employee stock purchase plan (in shares) | 36,847 | |||
Common stock issued, net of expenses | 30,530 | $ 47 | 30,483 | |
Common stock issued, net of expenses (in shares) | 47,736,920 | |||
Common stock issued for April 2019 conversion of Notes | 2,984 | $ 2 | 2,982 | |
Common stock issued for April 2019 conversion of Notes (in shares) | 1,626,000 | |||
Common stock issued for exercise of stock options | $ 12 | 12 | ||
Common stock issued for exercise of stock options (in shares) | 22,500 | 22,500 | ||
Common stock issued for vested restricted stock units | $ (11) | (11) | ||
Common stock issued for vested restricted stock units (in shares) | 19,465 | |||
Ending balance at Dec. 31, 2019 | $ 12,895 | $ 97 | $ 284,226 | $ (271,428) |
Ending balance (in shares) at Dec. 31, 2019 | 97,413,721 | 97,413,721 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities: | ||
Net loss | $ (53,710) | $ (12,468) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 111 | 53 |
Stock-based compensation expense | 1,828 | 1,816 |
Accretion of investment discount | (16) | (111) |
Amortization of debt issuance costs and discount | 1,171 | 428 |
Change in fair value of warrant liabilities | 4,497 | (11,866) |
Deferred offering write-off | 0 | 230 |
Change in fair value of derivative liability | (1,567) | 0 |
Noncash operating lease expense for right-of-use asset | 174 | 0 |
Loss on extinguishment of debt | 1,045 | 0 |
Changes in operating assets and liabilities: | ||
Prepaid expenses, other assets, and deferred costs | 3,254 | (6,367) |
Accounts payable and accrued expenses | 5,215 | 219 |
Deferred revenue | (121) | (257) |
Net cash used in operating activities | (38,119) | (28,323) |
Cash flows from investing activities: | ||
Maturities of investments | 65,740 | 84,874 |
Purchases of property and equipment | 0 | (565) |
Purchase of investments | (39,500) | (85,112) |
Net cash provided by (used in) investing activities | 26,240 | (803) |
Cash flows from financing activities: | ||
Proceeds from common stock issued | 46,337 | 31,657 |
Payments of offering costs and underwriting discounts and commissions | (2,855) | (2,272) |
Proceeds from employee stock purchase plan issuances | 49 | 39 |
Proceeds from senior convertible notes | 16,000 | 0 |
Payments of senior convertible notes issuance costs | (1,253) | 0 |
Payment of loan payable expected to be refinanced | (15,973) | 0 |
Net cash provided by financing activities | 42,305 | 29,424 |
Net increase in cash, cash equivalents, and restricted cash | 30,426 | 298 |
Cash, cash equivalents, and restricted cash at beginning of period | 11,767 | 11,469 |
Cash, cash equivalents, and restricted cash at end of period | 42,193 | 11,767 |
Supplemental cash flow information: | ||
Cash paid for interest | 850 | 1,618 |
Cash received for interest | 898 | 986 |
Noncash financing and investing activities: | ||
Operating lease liabilities arising from obtaining right-of-use assets | 3,365 | 0 |
Deferred offering costs reclassified to additional paid-in capital | 36 | 84 |
Common stock issued for settlement of senior convertible notes | $ 2,984 | $ 0 |
Description of Business and Bas
Description of Business and Basis of Preparation | 12 Months Ended |
Dec. 31, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of Business and Basis of Preparation | 1 . Description of Business and Basis of Preparation Organization SCYNEXIS, Inc. (“SCYNEXIS” or the “Company”) is a Delaware corporation formed on November 4, 1999. SCYNEXIS is a biotechnology company, headquartered in Jersey City, New Jersey, pioneering innovative medicines to overcome and prevent difficult-to-treat and drug-resistant infections. The Company is developing its lead product candidate, ibrexafungerp, as the first representative of a novel oral and intravenous triterpenoid antifungal family for the treatment of several fungal infections, including serious and life-threatening invasive fungal infections. The Company has incurred significant losses and negative cash flows from operations since its initial public offering in May 2014 and expects to continue to incur losses and negative cash flows for the foreseeable future. As a result, the Company had an accumulated deficit of $271.4 million at December 31, 2019 and limited capital resources to fund ongoing operations. These capital resources were primarily comprised of cash and cash equivalents of $41.9 million and short-term investments of $6.5 million at December 31, 2019. While the Company believes its capital resources are sufficient to fund the Company’s on-going operations for a period of a least 12 months subsequent to the issuance of the accompanying consolidated financial statements, the Company's liquidity could be materially affected over this period by, among other things: (1) its ability to raise additional capital through equity offerings, debt financings, or other non-dilutive third-party funding; (2) costs associated with new or existing strategic alliances, or licensing and collaboration arrangements; (3) negative regulatory events or unanticipated costs related to its development of ibrexafungerp; or (4) any other unanticipated material negative events or costs. Should one or more of these negative events or costs materially affect its liquidity, the Company’s available capital resources may not be sufficient for it to continue to meet its obligations as they become due over the next 12 months. If the Company is unable to meet its obligations when they become due, the Company may have to delay expenditures, reduce the scope of its research and development programs, or make significant changes to its operating plan. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. Intercompany balances and transactions are eliminated in consolidation. Shelf Registration Filing On August 31, 2018, the Company filed a shelf registration statement on Form S-3 (File No. 333-227167) with the SEC, which was declared effective on September 14, 2018 (the “Shelf Registration”). The Shelf Registration contained three prospectuses: • a base prospectus which covers the offering, issuance and sale by the Company of up to a maximum aggregate offering price of $175.0 million of the Company's common stock, preferred stock, debt securities and warrants, including common stock or preferred stock issuable upon conversion of debt securities, common stock issuable upon conversion of preferred stock, or common stock, preferred stock or debt securities issuable upon the exercise of warrants; • a prospectus covering the offering, issuance and sale by the Company of up to a maximum aggregate offering price of $25.0 million of the Company's common stock that may be issued and sold under a Controlled Equity Offering Sales Agreement SM • a warrant prospectus covering the offering, issuance, and sale of the Company’s common stock issuable upon the exercise of warrants, consisting of (i) warrants to purchase 4,218,750 shares of the Company’s common stock at an exercise price of $3.00 per share originally issued by the Company on June 24, 2016, (ii) warrants to purchase 13,198,075 shares of the Company’s common stock at an exercise price of $1.85 per share originally issued by the Company on March 8, 2018, and (iii) warrants to purchase 7,988,175 shares of the Company’s common stock at an exercise price of $2.00 per share originally issued by the Company on March 8, 2018. The warrants to purchase 13,198,075 shares of the Company’s common stock expired on March 14, 2019. Upon full exercise for cash of the warrants outstanding on December 31, 2019, the holders of the warrants would pay the Company an aggregate of approximately $28.6 million. See Note 9 for further details. The common stock that may be offered, issued and sold by the Company under the Sales Agreement is included in the $175.0 million of securities that may be offered, issued and sold by the Company under the base prospectus. Upon termination of the Sales Agreement with Cantor, any portion of the $25.0 million included in the Sales Agreement that is not sold pursuant to the Sales Agreement will be available for sale in other offerings pursuant to the base prospectus and a corresponding prospectus supplement. As of December 31, 2019, approximately $127.5 million of securities registered under the base prospectus are available to be offered, issued and sold by the Company. December 2019 Public Offering On December 12, 2019, 38,888,889 March 2018 Public Offering On March 8, 2018, 17,751,500 Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include: determination of the fair value of stock-based compensation grants; the estimate of services and effort expended by third-party research and development service providers used to recognize research and development expense; and the estimates and assumptions utilized in measuring the fair values of the warrant and derivative liabilities each reporting period. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Concentration of Credit Risk Financial instruments, which potentially expose the Company to concentrations of credit risk, consist principally of cash on deposit, cash equivalents, and short-term investments. The Company's money market fund investment (recognized as cash and cash equivalents) and short-term investments are with what the Company believes to be high quality issuers. The Company has not experienced any significant losses in such accounts. Revenue recognized from a non-refundable upfront payment from R-Pharm, CJSC (“R-Pharm”), a collaboration partner, accounted for 100% of the Company's revenue for the years ended December 31, 2019 and 2018. No other parties contributed to the Company's revenue in 2019 and 2018. Cash and Cash Equivalents The Company considers any highly liquid investments with a remaining maturity of three months or less when purchased to be cash and cash equivalents. The Company reported cash, cash equivalents, and restricted cash of $42.2 million and $11.8 million as of December 31, 2019 and 2018, respectively. See Note 8 for further details on the nature of the restricted cash. Short-Term Investments The Company's held-to-maturity investments in U.S. government securities, commercial paper, and its overnight repurchase agreement are carried at amortized cost and any premiums or discounts are amortized or accreted through the maturity date of the investment. Any impairment that is not deemed to be temporary is recognized in the period identified. Warrant Liabilities The Company accounts for the outstanding warrants associated with the June 2016 public offering, March 2018 Public Offering, and the December 2019 Public Offering as liabilities measured at fair value. The fair values of these warrants have been determined using the Black-Scholes valuation model ("Black-Scholes"). The warrants are subject to remeasurement at each balance sheet date, using Black-Scholes, with any changes in the fair value of the outstanding warrants recognized in the accompanying consolidated statements of operations. See Note 9 for further details. Convertible Debt and Derivative Liability In connection with the Company’s issuance of its 6.0% Convertible Senior Notes due 2025 (the “Notes”), the Company bifurcated the embedded conversion option, inclusive of the interest make-whole provision and make-whole fundamental change provision, and recorded the embedded conversion option as a long-term derivative liability in the Company’s balance sheet in accordance with FASB Accounting Standards Codification (“ Derivatives and Hedging Revenue Recognition and Deferred Revenue The Company has entered into arrangements involving the sale or license of intellectual property and the provision of other services. When entering into any arrangement involving the sale or license of intellectual property rights and other services, the Company determines whether the arrangement is subject to accounting guidance in ASC 606, Revenue from Contracts with Customers Collaborative Arrangements Analyzing the arrangement to identify performance obligations requires the use of judgment. In arrangements that include the sale or license of intellectual property and other promised services, the Company first identifies if the licenses are distinct from the other promises in the arrangement. If the license is not distinct, the license is combined with other services into a single performance obligation. Factors that are considered in evaluating whether a license is distinct from other promised services include, for example, whether the counterparty can benefit from the license without the promised service on its own or with other readily available resources and whether the promised service is expected to significantly modify or customize the intellectual property. The Company classifies non-refundable upfront payments, milestone payments and royalties received for the sale or license of intellectual property as revenues within its statements of operations because the Company views such activities as being central to its business operations. For the sale of intellectual property that is distinct, fixed consideration and variable consideration are included in the transaction price and recognized in revenue immediately to the extent that it is probable that there would not be a significant reversal of cumulative revenue in the future. For the license of intellectual property that is distinct, fixed and variable consideration (to the extent there will not be a significant reversal in the future) are also recognized immediately in income, except for consideration received in the form of royalty or sales-based milestones, which is recorded when the customer’s subsequent sales or usages occur. If the sale or license of intellectual property is not distinct, revenue is deferred and recognized over the estimated period of the Company’s combined performance obligation. For contractual arrangements that meet the definition of a collaborative arrangement under Topic 808, consideration received for any units-of-account that are outside the scope of Topic 606 are recognized in the statements of operations by considering (i) the nature of the arrangement, (ii) the nature of the Company’s business operations, and (iii) the contractual terms of the arrangement. The Company's August 2013 development, license, and supply agreement with R-Pharm, CJSC (“R-Pharm”), combined with the supplemental arrangement in November 2014 (the “R-Pharm Agreement”), is a collaborative arrangement pursuant to Topic 808. The Company received a non-refundable upfront payment of $1.5 million from R-Pharm in August 2013 which is being recognized over the estimated relationship period of 70 months for the combined performance obligation that includes the license of intellectual property and the participation on a joint steering committee. The Company recognized revenue from this upfront payment of $0.1 million and $0.3 million for the years ended December 31, 2019 and 2018, respectively. The Company is entitled to receive other payments under the R-Pharm Agreement including development and sales-based milestones and royalties; however, the variable consideration was fully constrained as of December 31, 2019. In July 2016, the Company entered into an asset purchase agreement with UK-based Cypralis Limited (or "Cypralis"), a life sciences company, for the sale of its cyclophilin inhibitor assets. Cypralis also acquired all patents, patent applications and know-how related to the acquired portfolio. In connection with the asset purchase agreement, the Company is eligible to receive milestone payments upon the successful progression of Cypralis clinical candidates into later stage clinical studies and royalties payable upon product commercialization. The Company retains the right to repurchase the portfolio assets from Cypralis if abandoned or deprioritized. For the year ended December 31, 2019, there was no revenue recognized associated with this agreement given the variable consideration associated with the sale of intellectual property to Cypralis was fully constrained as of December 31, 2019. Additionally, in October 2014 the Company entered into a license agreement with Waterstone Pharmaceutical HK Limited (or “Waterstone”) and granted Waterstone an exclusive, worldwide license to develop and commercialize certain non-strategic compounds. The Company is entitled to receive potential milestones and royalties from Waterstone and for the year ended December 31, 2019, there was no revenue recognized by the Company associated with this agreement given the variable consideration was fully constrained as of December 31, 2019. Research and Development Major components of research and development costs include clinical trial activities and services, including related drug formulation, manufacturing, and other development, preclinical studies, cash compensation, stock-based compensation, fees paid to consultants and other entities that conduct certain research and development activities on the Company’s behalf, materials and supplies, legal services, and regulatory compliance. The Company is required to estimate its expenses resulting from its obligations under contracts with clinical research organizations, clinical site agreements, vendors, and consultants in connection with conducting ibrexafungerp clinical trials and preclinical development. The financial terms of these contracts are subject to negotiations which vary from contract to contract, and may result in payment flows that do not match the periods over which materials or services are provided to the Company under such contracts. The Company’s objective is to reflect the appropriate development and trial expenses in its consolidated financial statements by matching those expenses with the period in which the services and efforts are expended. For clinical trials, the Company accounts for these expenses according to the progress of the trial as measured by actual hours expended by CRO personnel, investigator performance or completion of specific tasks, patient progression, or timing of various aspects of the trial. For preclinical development services performed by outside service providers, the Company determines accrual estimates through financial models, taking into account development progress data received from outside service providers and discussions with applicable Company and service provider personnel. Patent Expenses Costs related to filing and pursuing patent applications, as well as costs related to maintaining the Company's existing patent portfolio, are recorded as expense as incurred since recoverability of such expenditures is uncertain. Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, based on the Company’s principal or, in absence of a principal, most advantageous market for the specific asset or liability. The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs when determining fair value. The three tiers are defined as follows: • Level 1 — Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets; • Level 2 — Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities; and • Level 3 — Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions about the assumptions market participants would use in pricing the asset or liability based on the best information available in the circumstances. Amortization of Debt Issuance Costs and Discount The Company’s convertible debt is recorded net of debt issuance costs which comprised issuance costs and an advisory fee. The portion of the debt issuance costs allocated to the convertible debt, based on the amount of proceeds allocated between the convertible debt and the derivative liability, is being amortized over the term of the convertible debt using the effective interest method in addition to the discount initially recognized for the fair value of the bifurcated derivative liability from the convertible debt. Debt issuance costs allocated to the derivative liability were included in other expense as a component of the fair value adjustment for the year ended December 31, 2019. The Company’s previous term loan with Solar Capital Ltd. (“Solar”), which was paid in full in March 2019 (see Note 7), was recorded net of debt discount which comprised issuance costs, customary closing and final fees, and the fair value of the warrants issued in conjunction with the term loan. The resulting debt discount was being amortized over the term of the term loan using the straight-line method, which approximated the effective interest method. The amortization of debt issuance costs and discount is included in other expense within the accompanying consolidated statements of operations. Income Taxes The Company provides for deferred income taxes under the asset and liability method, whereby deferred income taxes result from temporary differences between the tax bases of assets and liabilities and their reported amounts in the consolidated financial statements. Valuation allowances are established when necessary to reduce deferred tax assets to the amount that the Company believes is more likely than not to be realized. The Company recognizes uncertain tax positions when the positions will be more likely than not sustained based solely upon the technical merits of the positions. Certain modifications made to an outstanding incentive stock option award at any time after the initial grant dates which are considered to be “material modifications”, as defined within the Internal Revenue Code, may result in the affected award being recharacterized as a non-statutory stock option. The effects of any recharacterization modification for purposes of income tax accounting are recognized on a prospective basis. Stock-Based Compensation The Company measures and recognizes compensation expense for all stock-based payment awards made to employees, officers, and directors based on the estimated fair values of the awards as of grant date. The Company values equity instruments and stock options granted to employees and non-employee directors using the Black-Scholes valuation model. The value of the portion of the award that is ultimately expected to vest is recorded as expense over the requisite service periods. Basic and Diluted Net Loss per Share of Common Stock The Company calculates net loss per common share in accordance with ASC Earnings Per Share The following potentially dilutive shares of common stock have not been included in the computation of diluted net loss per share for all periods as the result would be anti-dilutive: December 31, 2019 2018 Warrants to purchase Series C-1 Preferred — 14,033 Warrants to purchase common stock associated with Solar loan agreement 122,435 122,435 Warrants to purchase common stock associated with June 2016 public offering 4,218,750 4,218,750 Warrants to purchase common stock associated with March 2018 Public Offering - Series 1 — 13,198,075 Warrants to purchase common stock associated with March 2018 Public Offering - Series 2 7,988,175 7,988,175 Outstanding stock options 5,261,860 4,052,913 Outstanding restricted stock units 966,394 111,891 Common stock associated with 6% convertible senior notes 11,382,000 — Warrants to purchase common stock associated with December 2019 Public Offering 44,722,222 — Option to purchase common stock associated with December 2019 Public Offering 5,833,333 — Total 80,495,169 29,706,272 Segment and Geographic Information Operating segments are defined as components of an enterprise (business activity from which it earns revenue and incurs expenses) about which discrete financial information is available and regularly reviewed by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker (“CODM”) is the Chief Executive Officer. The CODM reviews consolidated operating results to make decisions about allocating resources and assessing performance for the entire Company. The Company views its operations and manages its business as one operating segment. The material assets of the Company were held in the United States for the years ended December 31, 2019 and 2018. In July 2019, the Company incorporated SCYNEXIS Pacific Pty Ltd, a wholly-owned subsidiary, in Sydney, Australia, for the initial purpose of conducting certain clinical trials and other research and development activities. Although all operations are primarily based in the United States, the Company generated a portion of its revenue from R-Pharm outside of the United States. All of the Company's revenue was generated from a non-refundable upfront payment received under a licensing and collaboration arrangement with a partner located in Russia. All sales, including sales outside of the United States, are denominated in United States dollars. Reclassification of Prior Year Amounts Certain prior year amounts have been reclassified for consistency with the current year presentation. Recently Adopted Accounting Pronouncements The Company adopted the FASB’s ASU No. 2016-02, Leases Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842) In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement |
Short-term Investments
Short-term Investments | 12 Months Ended |
Dec. 31, 2019 | |
Investments Debt And Equity Securities [Abstract] | |
Short-term Investments | 3. Short-term Investments The following table summarizes the held-to-maturity securities held at December 31, 2019 and 2018 (in thousands): Amortized Cost Unrealized Gains Unrealized Losses Fair Value As of December 31, 2019 U.S. government securities $ 1,996 $ 15 $ (14 ) $ 1,997 Commercial paper 998 — — 998 Overnight repurchase agreement 3,500 — — 3,500 Total short-term investments $ 6,494 $ 15 $ (14 ) $ 6,495 Amortized Cost Unrealized Gains Unrealized Losses Fair Value As of December 31, 2018 U.S. government securities $ 14,946 $ 14 $ (15 ) $ 14,945 Commercial paper 8,772 — — 8,772 Overnight repurchase agreement 9,000 — — 9,000 Total short-term investments $ 32,718 $ 14 $ (15 ) $ 32,717 As of December 31, 2019, the Company has $6.5 million of held-to-maturity investments with contractual maturities less than one year. The gross unrealized gains and losses for the Company's commercial paper and overnight repurchase agreement are not significant |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2019 | |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | 4. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following (in thousands): December 31, 2019 2018 Prepaid research and development services $ 3,043 $ 245 Prepaid insurance 252 200 Other prepaid expenses 19 20 NOL sale receivable (see Note 10) — 6,732 Other current assets 674 54 Total prepaid expenses and other current assets $ 3,988 $ 7,251 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2019 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | 5. Property and Equipment Property and equipment consisted of the following (in thousands): December 31, 2019 2018 Furniture and fixtures $ 406 $ 406 Computer equipment 73 73 Other 98 98 577 577 Less: accumulated depreciation and amortization (172 ) (61 ) Total property and equipment, net $ 405 $ 516 |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2019 | |
Payables And Accruals [Abstract] | |
Accrued Expenses | 6 . Accrued Expenses Accrued expenses consisted of the following (in thousands): December 31, 2019 2018 Accrued research and development expenses $ 1,296 $ 587 Accrued employee bonus compensation 1,798 1,197 Other accrued expenses 707 319 Total accrued expenses $ 3,801 $ 2,103 |
Borrowings
Borrowings | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Borrowings | 7. Borrowings On September 30, 2016, the Company entered into a loan agreement with Solar, in its capacity as administrative and collateral agent and as lender. Pursuant to the loan agreement, Solar was providing the Company with a 48-month secured term loan in the amount of $15.0 million. The term loan bore interest at a floating rate equal to the LIBOR rate in effect plus 8.49%. The Solar term loan was paid in full in 2019. On March 7, 2019, the Company entered into a Senior Convertible Note Purchase Agreement (the “Note Purchase Agreement”) with Puissance Life Science Opportunities Fund VI (“Puissance”). Pursuant to the Note Purchase Agreement, on March 7, 2019, the Company issued and sold to Puissance $16.0 million aggregate principal amount of its Notes, resulting in $14.7 million in net proceeds after deducting $1.3 million for an advisory fee and other issuance costs. The Company used the net proceeds to pay the remaining outstanding Solar term loan in full and recorded a loss on debt extinguishment of $0.8 million In accordance with ASC 470-10- 45-14(a), the Company reclassified the short-term portion of the Solar term loan on the balance sheet as of December 31, 2018 to long-term given the Company had the intent and ability to refinance the short- obligation on a long-term basis . In April 2019, Puissance converted $2.0 million of the Notes for 1,626,000 shares of common stock. Upon conversion of the $2.0 million of the Notes, the Company recognized a $0.2 million extinguishment loss which represents the difference between the total net carrying amount of the convertible debt and derivative liability of $2.8 million and the fair value of the consideration issued of $3.0 million. As of December 31, 2019, the Company’s $11.5 million in convertible debt and derivative liability consists of the convertible debt balance of $8.3 million presented net of the unamortized debt issuance costs allocated to the convertible debt of $0.5 million and the bifurcated embedded conversion option derivative liability of $3.2 million. In connection with the Company’s issuance of its Notes, the Company bifurcated the embedded conversion option, inclusive of the interest make-whole provision and make-whole fundamental change provision, and recorded the embedded conversion option as a long-term derivative liability in the Company’s balance sheet in accordance with ASC 815, Derivatives and Hedging The Company estimated the fair value of the convertible debt and derivative liability using a binomial lattice valuation model and Level 3 inputs. At December 31, 2019, the fair value of the senior convertible notes is $11.7 million. The Notes were issued and sold for cash at a purchase price equal to 100% of their principal amount, in reliance on the exemption from registration The holder of the Notes may convert their Notes at their option at any time prior to the close of business on the business day immediately preceding March 15, 2025 into shares of the Company’s common stock. The initial conversion rate is 739.0983 shares of common stock per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of approximately $1.35, and is subject to adjustment in certain events described in the Note Purchase Agreement. The Holder upon conversion may also be entitled to receive, under certain circumstances, an interest make-whole payment payable in shares of common stock. In addition, following certain corporate events that occur prior to the maturity date, the Company will, in certain circumstances, increase the conversion rate if the holder elects to convert its Notes in connection with such a corporate event. Subject to adjustment in the conversion rate, the number of shares that the Company may deliver in connection with a conversion of the Notes, including those delivered in connection with an interest make-whole payment, will not exceed a cap of 813 shares of common stock per $1,000 principal amount of the Notes. On or after March 15, 2022, the Company has the right, at its election, to redeem all or any portion of the Notes not previously converted if the last reported sale price per share of common stock exceeds 130% of the conversion price on each of at least 20 trading days (whether or not consecutive) during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice. The redemption price will be 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. If a “fundamental change” (as defined in the Note Purchase Agreement) occurs, then, subject to certain exceptions, the Company must offer to repurchase the Notes for cash at a repurchase price of 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 8 . Commitments and Contingencies Leases On March 1, 2018, the Company entered into a long-term lease agreement for approximately 19,275 square feet of office space in Jersey City, New Jersey, that the Company identified as an operating lease under ASC 840 (the “Lease”). The lease term is eleven years from August 1, 2018, the commencement date, with total lease payments of $7.3 million over the lease term. The Company has the option to renew for two consecutive five-year periods from the end of the first term and the Company is not reasonably certain that the option to renew the Lease will be exercised. Under the Lease, the Company must furnish a security deposit in the form of a standby letter of credit in the amount of $0.3 million, which will be reduced by fifty-five thousand dollars every two years for ten years after the commencement of the lease. The security deposit is classified as restricted cash . On January 1, 2019, a right-of-use asset and a corresponding operating lease liability of $3.4 million was recognized for the Lease. The consideration in the Lease allocated to the single lease component includes the fixed payments for the right to use the office space as well as common area maintenance. The Lease also contains costs associated with certain expense escalation, property taxes, insurance, parking, and utilities which are all considered variable payments and are excluded from the operating lease liability. In determining the operating lease liability at January 1, 2019, the Company utilized its incremental borrowing rate. The incremental borrowing rate approximated the prevailing market interest rate the Company would incur to borrow a similar amount equal to the total Lease payments on a collateralized basis over the term of the Lease. The following table summarizes certain quantitative information associated with the amounts recognized in the unaudited condensed consolidated financial statements for the Lease (dollars in thousands): Year Ended December 31, 2019 Operating lease cost $ 664 Variable lease cost 41 Total operating lease expense $ 705 Cash paid for amounts included in the measurement of operating lease liability $ 497 December 31, 2019 Remaining Lease term (years) 9.59 Discount rate 15 % Rent expense was approximately $0.5 million for the year ended December 31, 2018. Future minimum lease payments for all operating leases as of December 31, 2019 and 2018 are as follows (in thousands): December 31, 2019 2020 $ 507 2021 517 2022 527 2023 715 2024 730 Thereafter 3,533 Total $ 6,529 December 31, 2018 2019 $ 498 2020 508 2021 518 2022 529 2023 716 Thereafter 4,203 Total $ 6,972 The presentation of the operating lease liability and right-of-use asset as of December 31, 2019 and January 1, 2019 are as follows (in thousands): December 31, 2019 January 1, 2019 Present value of future minimum lease payments $ 3,362 $ 3,368 Operating lease liability, current portion $ 36 $ 23 Operating lease liability, long-term portion 3,326 3,345 Total operating lease liability $ 3,362 $ 3,368 Difference between future minimum lease payments and discounted cash flows $ 3,167 $ 3,604 Operating lease right-of-use asset $ 3,191 $ 3,365 License Arrangements with Potential Future Expenditures As of December 31, 2019, the Company had a license arrangement with Merck Sharp & Dohme Corp., or Merck, as amended, that involves potential future expenditures. Under the license arrangement, executed in May 2013, the Company exclusively licensed from Merck its rights to ibrexafungerp in the field of human health. In January 2014, Merck assigned the patents related to ibrexafungerp that it had exclusively licensed to the Company. Ibrexafungerp is the Company's lead product candidate. Pursuant to the terms of the license agreement, Merck is eligible to receive milestone payments from the Company that could total $19.0 million upon occurrence of specific events, including initiation of a Phase 3 clinical study, new drug application, and marketing approvals in each of the U.S., major European markets, and Japan. In addition, Merck is eligible to receive tiered royalties from the Company based on a percentage of worldwide net sales of ibrexafungerp. The aggregate royalties are mid- to high-single digits. In December 2014, the Company and Merck entered into an amendment to the license agreement that deferred the remittance of a milestone payment due to Merck, such that no amount would be due upon initiation of the first Phase 2 clinical trial of a product containing the ibrexafungerp compound (the "Deferred Milestone"). The amendment also increased, in an amount equal to the Deferred Milestone, the milestone payment that would be due upon initiation of the first Phase 3 clinical trial of a product containing the ibrexafungerp compound. In December 2016 and January 2018, the Company entered into second and third amendments to the license agreement with Merck which clarified what would constitute the initiation of a Phase 3 clinical trial for the purpose of milestone payment. Except as described above, all other terms and provisions of the license agreement remain in full force and effect. In January 2019, a milestone payment became due to Merck as a result of the initiation of the VANISH Phase 3 VVC program and was paid in March 2019. The milestone payment was recognized in the consolidated statement of operations in research and development expense for the year ended December 31, 2019 and is included in cash used in operating activities on the consolidated statement of cash flows. Clinical Development Arrangement The Company has entered into, and expects to continue to enter into, contracts in the normal course of business with various third parties who support its clinical trials, preclinical research studies, and other services related to its development activities. The scope of the services under these agreements can generally be modified at any time, and the agreement can be terminated by either party after a period of notice and receipt of written notice. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | 9 . Stockholders' Equity Authorized, Issued, and Outstanding Common Shares The Company’s authorized common stock has a par value of $0.001 per share and consists of 250,000,000 shares as of December 31, 2019, and 125,000,000 as of December 31, 2018; 97,413,721 and 47,971,989 shares were issued and outstanding at December 31, 2019, and December 31, 2018, respectively. On June 18, 2019, the Company's stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the total number of authorized shares of common stock from 125,000,000 to 250,000,000. Shares Reserved for Future Issuance The Company had reserved shares of common stock for future issuance as follows: December 31, 2019 2018 Outstanding stock options 5,261,860 4,052,913 Outstanding restricted stock units 966,394 111,891 Outstanding Series C-1 Preferred warrants — 14,033 Warrants to purchase common stock associated with June 2016 public offering 4,218,750 4,218,750 Warrants to purchase common stock associated with March 2018 Public Offering - Series 1 — 13,198,075 Warrants to purchase common stock associated with March 2018 Public Offering - Series 2 7,988,175 7,988,175 Warrants to purchase common stock associated with December 2019 Public Offering 44,722,222 — Option to purchase common stock associated with December 2019 Public Offering 5,833,333 — Common stock associated with 6% convertible senior notes 11,382,000 — Warrants to purchase common stock associated with Solar loan agreement 122,435 122,435 For possible future issuance under 2014 Plan (Note 11) 554,774 612,018 For possible future issuance under 2014 ESPP (Note 11) 74,231 81,667 For possible future issuance under 2015 Plan (Note 11) 315,500 5,000 Total common shares reserved for future issuance 81,439,674 30,404,957 Liquidation Rights In the event of any liquidation or dissolution of the Company, the holders of the common stock are entitled to the remaining assets of the Company legally available for distribution. Dividends and Voting Rights The holders of the common stock are entitled to receive dividends if and when declared by the Company. Preferred Stock On May 7, 2014, the Company amended and restated its articles of incorporation relating to its approved capital structure. The Company's board of directors has authorized the Company, subject to limitations prescribed by Delaware law, to issue up to 5,000,000 shares of preferred stock with a par value of $0.001 per share in one or more series, to establish from time to time the number of shares to be included in each series and to fix the designation, powers, preferences and rights of the shares of each series and any of its qualifications, limitations or restrictions. The Company's board of directors can also increase or decrease the number of shares of any series of preferred stock, but not below the number of shares of that series then outstanding, without any further vote or action by the stockholders. The Company's board of directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of the common stock. There were no shares of preferred stock issued and outstanding as of December 31, 2019 and 2018. Convertible Debt and Derivative Liability In connection with the Company’s issuance of its Notes, the Company bifurcated the embedded conversion option, inclusive of the interest make-whole provision and make-whole fundamental change provision, and recorded the embedded conversion option as a long-term derivative liability in the Company’s consolidated balance sheet in accordance with ASC 815, Derivatives and Hedging The derivative liability will be remeasured at each reporting period using the binomial lattice model with changes in fair value recorded in the consolidated statements of operations in other (income) expense. For the year ended December 31, 2019, the Company recorded a gain of $1.6 million due to the change in fair value of the derivative liability. Warrants Associated with June 2016, March 2018, and December 2019 Public Offerings On June 21, 2016, the Company completed the June 2016 Public Offering and sold 9,375,000 shares of its common stock and warrants to purchase up to 4,218,750 shares of the Company’s common stock. Each purchaser received a warrant to purchase 0.45 of a share for each share purchased in the June 2016 Public Offering. There is not expected to be any trading market for the warrants. Each warrant was exercisable immediately upon issuance, will expire five years from the date of issuance, and has an exercise price of $3.00 per share. On March 8, 2018, the Company completed the March 2018 Public Offering and sold 17,751,500 shares of its common stock and warrants to purchase up to 21,301,800 shares of the Company’s common stock. Each purchaser received a warrant to purchase 0.75 of a share of common stock (the “Series 1 warrants”) and 0.45 of a share of common stock (the “Series 2 warrants”) for each share purchased in the March 2018 Public Offering. The Series 1 warrants to purchase in the aggregate up to 13,313,625 shares of common stock had a 53-week term and an exercise price of $1.85 per share, and the Series 2 warrants to purchase in the aggregate up to 7,988,175 shares of common stock have a five-year term and an exercise price of $2.00 per share. There is not expected to be any market for the warrants and each warrant is exercisable immediately upon issuance, subject to certain limitations on beneficial ownership. During the year ended December 31, 2018, there were 115,550 of the Series 1 warrants exercised for total proceeds of $0.2 million and the Series 1 warrants expired on March 14, 2019. On December 12, 2019, the Company completed the December 2019 Public Offering and sold 38,888,889 shares of the its common stock and warrants to purchase up to 38,888,889 shares of the Company’s common stock. The warrants to purchase shares of common stock are immediately exercisable and expire on the earlier of (i) such date that is six months after the Company publicly announces the approval from the U.S. Food and Drug Administration for ibrexafungerp for the treatment of vulvovaginal candidiasis and (ii) June 12, 2023, and have an exercise price of $1.10 per share. There is not expected to be any trading market for the warrants. Each warrant is exercisable immediately upon issuance, subject to certain limitations on beneficial ownership. In addition, the Company granted to the underwriters an option to purchase up to 5,833,333 additional shares of common stock and/or warrants to purchase up to an aggregate of an additional 5,833,333 shares of common stock, in each case at the public offering price, less underwriting discounts and commissions. The underwriters exercised their option to purchase 5,833,333 warrants in December 2019. The option to purchase up to 5,833,333 additional shares of common stock was not exercised by the underwriters and the option expired in January 2020. The warrants contain a provision where the warrant holder has the option to receive cash, equal to the Black-Scholes fair value of the remaining unexercised portion of the warrant, as cash settlement in the event that there is a fundamental transaction (contractually defined to include various merger, acquisition or stock transfer activities). Due to this provision, ASC 480, Distinguishing Liabilities from Equity ssuance costs of $1.0 million initially allocated to the December 2019 Public Offering warrant liability were written off upon settlement and were recognized in the loss on the fair value adjustment for the warrant liability for the year ended December 31, 2019. Warrant Associated with Solar Loan Agreement Pursuant to a loan agreement, the Company issued to Solar a warrant to purchase an aggregate of up to 122,435 shares of the Company’s common stock at an exercise price of $3.6754 per share. The warrant will expire five years from the date of the grant. The warrant was classified as equity and recorded at its relative fair value at issuance in the stockholders' equity section of the balance sheet. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 1 0 . Income Taxes The Company’s consolidated financial statements include a total tax benefit of zero and $6.7 million on loss before taxes of $53.7 million and $19.2 million for the years ended December 31, 2019 and 2018, respectively. Reconciliations of the differences between the benefit for income taxes and income taxes at the statutory U.S. federal income tax rate is as follows (dollars in thousands): 2019 2018 Amount Percent of Pretax Income Amount Percent of Pretax Income Income taxes from continuing operations at statutory rate $ (11,279 ) 21.0 % $ (4,033 ) 21.0 % State income taxes (3,778 ) 7.0 % (985 ) 5.1 % State effect of permanent items 285 (0.5 )% (585 ) 3.0 % Stock-based compensation 100 (0.2 )% 94 (0.5 )% Deferred rate change (905 ) 1.6 % 438 (2.3 )% Warrants issuance 733 (1.4 )% (2,492 ) 13.0 % Other 883 (1.5 )% 71 (0.3 )% NOL sale — — (3,938 ) 20.5 % R&D credit adjustment (2,760 ) 5.1 % — — Increase in valuation allowance 16,721 (31.1 )% 4,694 (24.4 )% Total income tax benefit $ — — % $ (6,736 ) 35.1 % The components of deferred tax assets and liabilities as of December 31, 2019 and 2018 are as follows (in thousands): December 31, 2019 2018 Noncurrent deferred tax assets (liabilities) Accrued expenses $ 107 $ 132 Stock-based compensation 2,436 1,911 Lease liability 945 — Other (856 ) (31 ) Net operating loss carryforwards 58,073 44,730 Research and development credits 5,984 3,226 Total deferred tax assets 66,689 49,968 Valuation allowances (66,689 ) (49,968 ) Net deferred tax assets $ — $ — As of December 31, 2019 and 2018, the Company had available federal net operating loss ("NOL") carryforwards of approximately $242.4 million and $194.9 million, respectively, and state and net operating loss carryforwards of approximately $178.2 million and $150.8 million, respectively. Approximately $171.9 million of the federal NOLs can be carried forward to future tax years and expire at various times through 2037. The federal NOLs generated in December 31, 2019 and 2018 of approximately $47.5 million and $23.0 million, respectively, are carried forward indefinitely and do not expire. The Company’s state and net operating loss carryforwards began to expire in 2018. As of December 31, 2019, the Company had available federal research and development credit carryforwards of $5.3 million which begin to expire in 2022. The Company was eligible to receive cash from the sale of its Net Operating Losses under the New Jersey Technology Business Tax Certificate (NOL) Program On December 22, 2017, the President signed into law the "Tax Cuts and Jobs Act.” The new tax reform has the following effects on the company: (1) permanently reduces the maximum corporate income tax rate from 35% to 21% effective for tax years beginning after December 31, 2017 (2) allows temporary 100% expensing for certain business assets and property placed in service after September 27, 2018 and before January 1, 2023 (3) disallows NOL carrybacks but allows for the indefinite carryforward of those NOLs which applies to losses arising in tax years beginning after December 31, 2018 and (4) limits NOL deductions for each year equal to the lesser of the available carryover or 80% of a taxpayer's pre-NOL deduction taxable income. This applies to losses arising in tax years ending on or after December 31, 2017. As of December 31, 2019 and 2018, the Company has concluded that it is more likely than not that the Company will not realize the benefit of its deferred tax assets due to its history of losses. Accordingly, the net deferred tax assets have been fully reserved. In accordance with Section 382 of the Internal Revenue Code of 1986, as amended, a change in equity ownership of greater than 50% within a three-year period results in an annual limitation on the Company’s ability to utilize its NOL carryforwards created during the tax periods prior to the change in ownership. The Company has determined that ownership changes have occurred and as a result, a portion of the Company’s NOL carryforwards are limited. Because the Company has incurred cumulative net operating losses since inception, all tax years remain open to examination by U.S. federal and state income tax authorities. The Company applies ASC 740-10-25-5, Income Taxes Accounting for Uncertainty in Income Taxes The following is a tabular reconciliation of the total amounts of unrecognized tax benefits as of December 31, 2019 and 2018 (in thousands): December 31, 2019 2018 Unrecognized tax benefit—January 1 $ 436 $ 436 Additions for tax positions of current period — — Additions for tax positions of prior periods — — Deferred rate change — — Unrecognized tax benefit—December 31 $ 436 $ 436 None of the unrecognized tax benefits would, if recognized, affect the effective tax rate because the Company has recorded a valuation allowance to fully offset federal and state deferred tax assets. The Company has no tax positions for which it is reasonably possible that the total amount of unrecognized tax benefits will significantly increase or decrease within the coming year. The Company has $0 provided for interest and penalties associated with uncertain tax positions. |
Stock-based Compensation
Stock-based Compensation | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-based Compensation | 11 . Stock-based Compensation 2009 Stock Option Plan The Company had a share-based compensation plan (the “2009 Stock Option Plan”) under which the Company granted options to purchase shares of common stock to employees, directors, and consultants as either incentive stock options or nonqualified stock options. Incentive stock options could be granted with exercise prices not less than 100% to 110% of the fair market value of the common stock. Options granted under the plan generally vest over three to four years and expire in 10 years from the date of grant. 2014 Equity Incentive Plan In February 2014, the Company’s board of directors adopted the 2014 Equity Incentive Plan (“2014 Plan”), which was subsequently ratified by its stockholders and became effective on May 2, 2014 (the “Effective Date”). The 2014 Plan, as amended on June 18, 2014 and February 25, 2015, is the successor to and continuation of the 2009 Stock Option Plan. As of the Effective Date, no additional awards will be granted under the 2009 Stock Option Plan, but all stock awards granted under the 2009 Stock Option Plan prior to the Effective Date will remain subject to the terms of the 2009 Stock Option Plan. All awards granted on and after the Effective Date will be subject to the terms of the 2014 Plan. The 2014 Plan provides for the grant of the following awards: (i) incentive stock options, (ii) nonstatutory stock options, (iii) stock appreciation rights, (iv) restricted stock awards, (v) restricted stock unit awards, and (vi) other stock awards. Employees, directors, and consultants are eligible to receive awards. Options granted under the plan generally vest over three to four years and expire in 10 years from the date of grant. Under the 2014 Plan, after giving effect to the increases to the share reserve approved by the Company’s stockholders in September 2014, and June 2015, but excluding the automatic increases discussed below, the aggregate number of shares of common stock that could be issued from and after the Effective Date (the “share reserve”) could not exceed the sum of (i) 1,122,731 new shares, (ii) the shares that represented the 2009 Stock Option Plan’s available reserve on the Effective Date, and (iii) any returning shares from the 2009 Stock Option Plan. Under the 2014 Plan, the share reserve will automatically increase on January 1st of each year, for a period of not more than 10 years, commencing on January 1, 2015, and ending on January 1, 2024, in an amount equal to 4.0% of the total number of shares of capital stock outstanding on December 31st of the preceding calendar year. The board of directors may act prior to January 1st of a given year to provide that there will be no increase in the share reserve or that the increase will be a lesser number of shares than would otherwise occur. Pursuant to the terms of the 2014 Plan, on January 1, 2019 and 2018, the Company automatically added 1,918,879 and 1,158,866 shares to the total number shares of common stock available for future issuance under the 2014 Plan, respectively. As of December 31, 2019, there were 554,774 shares of common stock available for future issuance under the 2014 Plan. 2015 Inducement Plan On March 26, 2015, the Company's board of directors adopted the 2015 Inducement Plan ("2015 Plan"). The 2015 Plan provides for the grant of nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, and other forms of equity compensation (collectively, stock awards), all of which may be granted to persons not previously employees or directors of the Company, or following a bona fide period of non-employment, as an inducement material to the individuals’ entering into employment with the Company within the meaning of NASDAQ Listing Rule 5635(c)(4). The 2015 Plan had an initial share reserve covering 450,000 shares of common stock. On June 9, 2019, the Company’s board of directors amended the 2015 Plan, and the initial share reserve for the 2015 Plan was increased from 450,000 to 900,000 shares of common stock. As of December 31, 2019, there were 315,500 shares of common stock available for future issuance under the 2015 Plan. During the year ended December 31, 2018, there were no granted options of the Company’s common stock under the 2015 Plan. Option Valuation Method The fair value of a stock option is estimated using an option-pricing model that takes into account as of the grant date the exercise price and expected life of the option, the current price of the underlying stock and its expected volatility, expected dividends on the stock, and the risk-free interest rate for the expected term of the option. The Company has used the simplified method in calculating the expected term of all option grants based on the vesting period. Compensation costs related to share-based payment transactions are recognized in the financial statements upon satisfaction of the requisite service or vesting requirements and forfeitures are recorded as incurred. The Company has elected to use the Black-Scholes option-pricing model. The Black-Scholes option-pricing model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable rather than for use in estimating the fair value of stock options subject to vesting and transferability restrictions. Using the Black-Scholes option-pricing model, the weighted-average fair value of options granted during 2019 and 2018 was $0.75 and $0.90 per option, respectively. The aggregate fair value of options granted during 2019 and 2018 was $1.3 million and $1.1 million, respectively. The assumptions used to estimate fair value and the resulting grant date fair values are as follows: Employees Non-employee Directors Years Ended December 31, Years Ended December 31, 2019 2018 2019 2018 Weighted average expected volatility 66.47 % 52.31 % 65.36 % 58.65 % Weighted average risk-free interest rate 2.47 % 2.64 % 2.11 % 2.44 % Weighted average expected term (in years) 6.03 6.02 5.54 5.28 The activity for the 2009 Plan, 2014 Plan and 2015 Plan for the years ended December 31, 2019 is summarized as follows: Number of Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Life (in years) Aggregate Intrinsic Value ($000) Outstanding — January 1, 2019 4,052,913 $ 4.37 7.23 $ — Granted 1,701,500 1.24 Exercised (22,500 ) 0.54 Forfeited/expired (470,053 ) 7.96 Outstanding — December 31, 2019 5,261,860 $ 3.06 7.62 $ 60 Exercisable — December 31, 2019 2,988,580 $ 4.17 6.83 $ 33 Vested or expected to vest —December 31, 2019 5,261,860 $ 3.06 7.62 $ 60 The intrinsic values in the table above represent the total intrinsic value (the difference between the Company’s closing stock price as of December 31, 2019, and the exercise price multiplied by the number of options). The total fair value of shares vested during the years ended December 31, 2019 and 2018 was $1.5 million and $1.8 million, respectively. As of December 31, 2019, there was approximately $1.8 million of total unrecognized compensation cost related to unvested share-based compensation arrangements granted under the plan. That cost is expected to be recognized over a weighted-average period of 2.1 years. Restricted stock unit ("RSU") activity under the 2014 Plan and 2015 Plan for the years ended December 31, 2019, is summarized as follows: Number of Shares Weighted Average Grant Date Fair Value Per Share Non-vested at December 31, 2018 111,891 $ 2.06 Granted 932,500 1.37 Vested (29,673 ) 2.14 Forfeited (48,324 ) 1.46 Non-vested at December 31, 2019 966,394 $ 1.42 The fair value of RSUs is based on the market price of the Company's common stock on the date of grant. RSUs generally vest 25% annually over a four year period from the date of grant. Upon vesting, the RSUs are net share settled to cover the required withholding tax with the remaining shares issued to the holder. The Company recognizes compensation expense for such awards ratably over the corresponding vesting period. As of December 31, 2019, there was approximately $1.1 million of total unrecognized compensation cost related to unvested RSU share-based compensation. That cost is expected to be recognized over a weighted-average period of 3.0 years. 2014 Employee Stock Purchase Plan In February 2014, the Company’s board of directors adopted the 2014 Employee Stock Purchase Plan (“2014 ESPP”), which was subsequently ratified by the Company’s stockholders and became effective on May 2, 2014. The purpose of the 2014 ESPP is to provide means by which eligible employees of the Company and of certain designated related corporations may be given an opportunity to purchase shares of the Company’s common stock, and to seek and retain services of new and existing employees and to provide incentives for such persons to exert maximum efforts for the success of the Company. Common stock that may be issued under the 2014 ESPP will not exceed 47,794 shares, plus the number of shares of common stock that are automatically added on January 1st of each year for a period of ten years, commencing on January 1, 2015 and ending on January 1, 2024, in an amount equal to the lesser of (i) 0.8% of the total number of shares of outstanding common stock on December 31 of the preceding calendar year, and (ii) 29,411 shares of common stock. Similar to the 2014 Plan, the board of directors may act prior to January 1st of a given year to provide that there will be no increase in the share reserve or that the increase will be a lesser number of shares than would otherwise occur. The 2014 ESPP is intended to qualify as an “employee stock purchase plan” within the meaning of Section 423 of the Internal Revenue Code. During the years ended December 31, 2019 and 2018, the Company issued 36,847 and 31,361 shares of common stock under the 2014 ESPP, respectively. During the years ended December 31, 2019 and 2018, the number of shares of common stock available for issuance under the ESPP was automatically increased by 29,411 shares. As of December 31, 2019, there were 74,231 shares of common stock available for future issuance under the 2014 ESPP. Compensation Cost The compensation cost that has been charged against income for stock awards under the 2009 Stock Option Plan, the 2014 Plan, the 2015 Plan, and the 2014 ESPP was $1.8 million for the years ended December 31, 2019 and 2018. The total income tax benefit recognized in the consolidated statements of operations for share-based compensation arrangements was $0 for the years ended December 31, 2019 and 2018, respectively. Cash received from options exercised was $12,000 and $0 for the years ended December 31, 2019 and 2018, respectively. Stock-based compensation expense related to stock options is included in the following line items in the accompanying statements of operations (in thousands): Years Ended December 31, 2019 2018 Research and development $ 604 $ 519 Selling, general and administrative 1,224 1,297 Total stock-based compensation expense $ 1,828 $ 1,816 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 12 . Fair Value Measurements The carrying amounts of certain financial instruments, including cash and cash equivalents, prepaid expenses and other current assets, accounts payable, and accrued expenses approximate their respective fair values due to the short-term nature of such instruments. Assets and Liabilities Measured at Fair Value on a Recurring Basis The Company evaluates its financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level in which to classify them for each reporting period, pursuant to the policy described in Note 2. This determination requires significant judgments to be made. The following table summarizes the conclusions reached as of December 31, 2019 and 2018 for financial instruments measured at fair value on a recurring basis (in thousands): Fair Value Hierarchy Classification Balance Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) December 31, 2019 Cash $ 23 $ 23 — — Restricted cash 273 273 — — Money market funds 41,897 41,897 — — Total assets $ 42,193 $ 42,193 — — Warrant liabilities $ 18,396 — — $ 18,396 Derivative liability 3,192 — — 3,192 Total liabilities $ 21,588 — — $ 21,588 December 31, 2018 Cash $ 213 $ 213 — — Restricted cash 328 328 — — Money market funds 11,226 11,226 — — Total assets $ 11,767 $ 11,767 — — Warrant liabilities $ 986 — — $ 986 Total liabilities $ 986 — — $ 986 The Company measures cash equivalents at fair value on a recurring basis. The fair value of cash equivalents is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. Level 3 financial liabilities consist of the warrant liability for which there is no current market such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. The Company uses the Black-Scholes option valuation model to value the Level 3 warrant liability at inception and on subsequent valuation dates. This model incorporates transaction details such as the Company’s stock price, contractual terms, maturity, risk free rates, as well as volatility. The Company uses the binomial lattice valuation model to value the Level 3 derivative liability at inception and on subsequent valuation dates. This model incorporates transaction details such as the Company’s stock price, contractual terms, dividend yield, risk-free rate, historical volatility, credit rating, market credit spread, and estimated yield. A reconciliation of the beginning and ending balances for liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) is as follows (in thousands): Warrant Liabilities Balance – January 1, 2019 $ 986 December 2019 Public Offering warrants 13,921 Loss adjustment to fair value 3,489 Balance – December 31, 2019 $ 18,396 Derivative Liability Balance – January 1, 2019 $ — Bifurcated embedded conversion option associated with Notes 6,960 Gain adjustment to fair value (2,112 ) Adjustment for April 2019 conversion of Notes (1,656 ) Balance – December 31, 2019 $ 3,192 |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2019 | |
Compensation And Retirement Disclosure [Abstract] | |
Employee Benefit Plan | 13 . Employee Benefit Plan The Company has a 401(k) retirement plan, which covers all U.S. employees scheduled for and working more than 20 hours per week. The Company may provide a discretionary match with a maximum amount of 50% of the first 6% of eligible participant’s compensation, which vests ratably over four years. Contributions under the plan were approximately $0.1 million for the years ended December 31, 2019 and 2018. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | 14. Subsequent Events Pursuant to the terms of the 2014 Plan (see Note 11), on January 1, 2020, the Company automatically added 3,896,548 shares to the total number shares of common stock available for future issuance under the 2014 Plan. Pursuant to the terms of the 2014 ESPP (see Note 11), on January 1, 2020, the Company automatically added 29,411 shares to the total number shares of common stock available for future issuance under the 2014 ESPP. In January 2020, the Company entered into an agreement with a third party to sell a portion of its unused New Jersey NOLs and research and development credits for approximately $3.1 million. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments, which potentially expose the Company to concentrations of credit risk, consist principally of cash on deposit, cash equivalents, and short-term investments. The Company's money market fund investment (recognized as cash and cash equivalents) and short-term investments are with what the Company believes to be high quality issuers. The Company has not experienced any significant losses in such accounts. Revenue recognized from a non-refundable upfront payment from R-Pharm, CJSC (“R-Pharm”), a collaboration partner, accounted for 100% of the Company's revenue for the years ended December 31, 2019 and 2018. No other parties contributed to the Company's revenue in 2019 and 2018. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers any highly liquid investments with a remaining maturity of three months or less when purchased to be cash and cash equivalents. The Company reported cash, cash equivalents, and restricted cash of $42.2 million and $11.8 million as of December 31, 2019 and 2018, respectively. See Note 8 for further details on the nature of the restricted cash. |
Short-Term Investments | Short-Term Investments The Company's held-to-maturity investments in U.S. government securities, commercial paper, and its overnight repurchase agreement are carried at amortized cost and any premiums or discounts are amortized or accreted through the maturity date of the investment. Any impairment that is not deemed to be temporary is recognized in the period identified. |
Warrant Liabilities | Warrant Liabilities The Company accounts for the outstanding warrants associated with the June 2016 public offering, March 2018 Public Offering, and the December 2019 Public Offering as liabilities measured at fair value. The fair values of these warrants have been determined using the Black-Scholes valuation model ("Black-Scholes"). The warrants are subject to remeasurement at each balance sheet date, using Black-Scholes, with any changes in the fair value of the outstanding warrants recognized in the accompanying consolidated statements of operations. See Note 9 for further details. |
Convertible Debt and Derivative Liability | Convertible Debt and Derivative Liability In connection with the Company’s issuance of its 6.0% Convertible Senior Notes due 2025 (the “Notes”), the Company bifurcated the embedded conversion option, inclusive of the interest make-whole provision and make-whole fundamental change provision, and recorded the embedded conversion option as a long-term derivative liability in the Company’s balance sheet in accordance with FASB Accounting Standards Codification (“ Derivatives and Hedging |
Revenue Recognition and Deferred Revenue | Revenue Recognition and Deferred Revenue The Company has entered into arrangements involving the sale or license of intellectual property and the provision of other services. When entering into any arrangement involving the sale or license of intellectual property rights and other services, the Company determines whether the arrangement is subject to accounting guidance in ASC 606, Revenue from Contracts with Customers Collaborative Arrangements Analyzing the arrangement to identify performance obligations requires the use of judgment. In arrangements that include the sale or license of intellectual property and other promised services, the Company first identifies if the licenses are distinct from the other promises in the arrangement. If the license is not distinct, the license is combined with other services into a single performance obligation. Factors that are considered in evaluating whether a license is distinct from other promised services include, for example, whether the counterparty can benefit from the license without the promised service on its own or with other readily available resources and whether the promised service is expected to significantly modify or customize the intellectual property. The Company classifies non-refundable upfront payments, milestone payments and royalties received for the sale or license of intellectual property as revenues within its statements of operations because the Company views such activities as being central to its business operations. For the sale of intellectual property that is distinct, fixed consideration and variable consideration are included in the transaction price and recognized in revenue immediately to the extent that it is probable that there would not be a significant reversal of cumulative revenue in the future. For the license of intellectual property that is distinct, fixed and variable consideration (to the extent there will not be a significant reversal in the future) are also recognized immediately in income, except for consideration received in the form of royalty or sales-based milestones, which is recorded when the customer’s subsequent sales or usages occur. If the sale or license of intellectual property is not distinct, revenue is deferred and recognized over the estimated period of the Company’s combined performance obligation. For contractual arrangements that meet the definition of a collaborative arrangement under Topic 808, consideration received for any units-of-account that are outside the scope of Topic 606 are recognized in the statements of operations by considering (i) the nature of the arrangement, (ii) the nature of the Company’s business operations, and (iii) the contractual terms of the arrangement. The Company's August 2013 development, license, and supply agreement with R-Pharm, CJSC (“R-Pharm”), combined with the supplemental arrangement in November 2014 (the “R-Pharm Agreement”), is a collaborative arrangement pursuant to Topic 808. The Company received a non-refundable upfront payment of $1.5 million from R-Pharm in August 2013 which is being recognized over the estimated relationship period of 70 months for the combined performance obligation that includes the license of intellectual property and the participation on a joint steering committee. The Company recognized revenue from this upfront payment of $0.1 million and $0.3 million for the years ended December 31, 2019 and 2018, respectively. The Company is entitled to receive other payments under the R-Pharm Agreement including development and sales-based milestones and royalties; however, the variable consideration was fully constrained as of December 31, 2019. In July 2016, the Company entered into an asset purchase agreement with UK-based Cypralis Limited (or "Cypralis"), a life sciences company, for the sale of its cyclophilin inhibitor assets. Cypralis also acquired all patents, patent applications and know-how related to the acquired portfolio. In connection with the asset purchase agreement, the Company is eligible to receive milestone payments upon the successful progression of Cypralis clinical candidates into later stage clinical studies and royalties payable upon product commercialization. The Company retains the right to repurchase the portfolio assets from Cypralis if abandoned or deprioritized. For the year ended December 31, 2019, there was no revenue recognized associated with this agreement given the variable consideration associated with the sale of intellectual property to Cypralis was fully constrained as of December 31, 2019. Additionally, in October 2014 the Company entered into a license agreement with Waterstone Pharmaceutical HK Limited (or “Waterstone”) and granted Waterstone an exclusive, worldwide license to develop and commercialize certain non-strategic compounds. The Company is entitled to receive potential milestones and royalties from Waterstone and for the year ended December 31, 2019, there was no revenue recognized by the Company associated with this agreement given the variable consideration was fully constrained as of December 31, 2019. |
Research and Development | Research and Development Major components of research and development costs include clinical trial activities and services, including related drug formulation, manufacturing, and other development, preclinical studies, cash compensation, stock-based compensation, fees paid to consultants and other entities that conduct certain research and development activities on the Company’s behalf, materials and supplies, legal services, and regulatory compliance. The Company is required to estimate its expenses resulting from its obligations under contracts with clinical research organizations, clinical site agreements, vendors, and consultants in connection with conducting ibrexafungerp clinical trials and preclinical development. The financial terms of these contracts are subject to negotiations which vary from contract to contract, and may result in payment flows that do not match the periods over which materials or services are provided to the Company under such contracts. The Company’s objective is to reflect the appropriate development and trial expenses in its consolidated financial statements by matching those expenses with the period in which the services and efforts are expended. For clinical trials, the Company accounts for these expenses according to the progress of the trial as measured by actual hours expended by CRO personnel, investigator performance or completion of specific tasks, patient progression, or timing of various aspects of the trial. For preclinical development services performed by outside service providers, the Company determines accrual estimates through financial models, taking into account development progress data received from outside service providers and discussions with applicable Company and service provider personnel. |
Patent Expenses | Patent Expenses Costs related to filing and pursuing patent applications, as well as costs related to maintaining the Company's existing patent portfolio, are recorded as expense as incurred since recoverability of such expenditures is uncertain. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, based on the Company’s principal or, in absence of a principal, most advantageous market for the specific asset or liability. The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs when determining fair value. The three tiers are defined as follows: • Level 1 — Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets; • Level 2 — Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities; and • Level 3 — Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions about the assumptions market participants would use in pricing the asset or liability based on the best information available in the circumstances. |
Amortization of Debt Issuance Costs and Discount | Amortization of Debt Issuance Costs and Discount The Company’s convertible debt is recorded net of debt issuance costs which comprised issuance costs and an advisory fee. The portion of the debt issuance costs allocated to the convertible debt, based on the amount of proceeds allocated between the convertible debt and the derivative liability, is being amortized over the term of the convertible debt using the effective interest method in addition to the discount initially recognized for the fair value of the bifurcated derivative liability from the convertible debt. Debt issuance costs allocated to the derivative liability were included in other expense as a component of the fair value adjustment for the year ended December 31, 2019. The Company’s previous term loan with Solar Capital Ltd. (“Solar”), which was paid in full in March 2019 (see Note 7), was recorded net of debt discount which comprised issuance costs, customary closing and final fees, and the fair value of the warrants issued in conjunction with the term loan. The resulting debt discount was being amortized over the term of the term loan using the straight-line method, which approximated the effective interest method. The amortization of debt issuance costs and discount is included in other expense within the accompanying consolidated statements of operations. |
Income Taxes | Income Taxes The Company provides for deferred income taxes under the asset and liability method, whereby deferred income taxes result from temporary differences between the tax bases of assets and liabilities and their reported amounts in the consolidated financial statements. Valuation allowances are established when necessary to reduce deferred tax assets to the amount that the Company believes is more likely than not to be realized. The Company recognizes uncertain tax positions when the positions will be more likely than not sustained based solely upon the technical merits of the positions. Certain modifications made to an outstanding incentive stock option award at any time after the initial grant dates which are considered to be “material modifications”, as defined within the Internal Revenue Code, may result in the affected award being recharacterized as a non-statutory stock option. The effects of any recharacterization modification for purposes of income tax accounting are recognized on a prospective basis. |
Stock-Based Compensation | Stock-Based Compensation The Company measures and recognizes compensation expense for all stock-based payment awards made to employees, officers, and directors based on the estimated fair values of the awards as of grant date. The Company values equity instruments and stock options granted to employees and non-employee directors using the Black-Scholes valuation model. The value of the portion of the award that is ultimately expected to vest is recorded as expense over the requisite service periods. |
Basic and Diluted Net Loss per Share of Common Stock | Basic and Diluted Net Loss per Share of Common Stock The Company calculates net loss per common share in accordance with ASC Earnings Per Share The following potentially dilutive shares of common stock have not been included in the computation of diluted net loss per share for all periods as the result would be anti-dilutive: December 31, 2019 2018 Warrants to purchase Series C-1 Preferred — 14,033 Warrants to purchase common stock associated with Solar loan agreement 122,435 122,435 Warrants to purchase common stock associated with June 2016 public offering 4,218,750 4,218,750 Warrants to purchase common stock associated with March 2018 Public Offering - Series 1 — 13,198,075 Warrants to purchase common stock associated with March 2018 Public Offering - Series 2 7,988,175 7,988,175 Outstanding stock options 5,261,860 4,052,913 Outstanding restricted stock units 966,394 111,891 Common stock associated with 6% convertible senior notes 11,382,000 — Warrants to purchase common stock associated with December 2019 Public Offering 44,722,222 — Option to purchase common stock associated with December 2019 Public Offering 5,833,333 — Total 80,495,169 29,706,272 |
Segment and Geographic Information | Segment and Geographic Information Operating segments are defined as components of an enterprise (business activity from which it earns revenue and incurs expenses) about which discrete financial information is available and regularly reviewed by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker (“CODM”) is the Chief Executive Officer. The CODM reviews consolidated operating results to make decisions about allocating resources and assessing performance for the entire Company. The Company views its operations and manages its business as one operating segment. The material assets of the Company were held in the United States for the years ended December 31, 2019 and 2018. In July 2019, the Company incorporated SCYNEXIS Pacific Pty Ltd, a wholly-owned subsidiary, in Sydney, Australia, for the initial purpose of conducting certain clinical trials and other research and development activities. Although all operations are primarily based in the United States, the Company generated a portion of its revenue from R-Pharm outside of the United States. All of the Company's revenue was generated from a non-refundable upfront payment received under a licensing and collaboration arrangement with a partner located in Russia. All sales, including sales outside of the United States, are denominated in United States dollars. |
Reclassification of Prior Year Amounts | Reclassification of Prior Year Amounts Certain prior year amounts have been reclassified for consistency with the current year presentation. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements The Company adopted the FASB’s ASU No. 2016-02, Leases |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842) In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Antidilutive Securities Excluded from Computation of Weighted Average Common Stock Outstanding | The following potentially dilutive shares of common stock have not been included in the computation of diluted net loss per share for all periods as the result would be anti-dilutive: December 31, 2019 2018 Warrants to purchase Series C-1 Preferred — 14,033 Warrants to purchase common stock associated with Solar loan agreement 122,435 122,435 Warrants to purchase common stock associated with June 2016 public offering 4,218,750 4,218,750 Warrants to purchase common stock associated with March 2018 Public Offering - Series 1 — 13,198,075 Warrants to purchase common stock associated with March 2018 Public Offering - Series 2 7,988,175 7,988,175 Outstanding stock options 5,261,860 4,052,913 Outstanding restricted stock units 966,394 111,891 Common stock associated with 6% convertible senior notes 11,382,000 — Warrants to purchase common stock associated with December 2019 Public Offering 44,722,222 — Option to purchase common stock associated with December 2019 Public Offering 5,833,333 — Total 80,495,169 29,706,272 |
Short-term Investments (Tables)
Short-term Investments (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Investments Debt And Equity Securities [Abstract] | |
Held-to-maturity Securities | The following table summarizes the held-to-maturity securities held at December 31, 2019 and 2018 (in thousands): Amortized Cost Unrealized Gains Unrealized Losses Fair Value As of December 31, 2019 U.S. government securities $ 1,996 $ 15 $ (14 ) $ 1,997 Commercial paper 998 — — 998 Overnight repurchase agreement 3,500 — — 3,500 Total short-term investments $ 6,494 $ 15 $ (14 ) $ 6,495 Amortized Cost Unrealized Gains Unrealized Losses Fair Value As of December 31, 2018 U.S. government securities $ 14,946 $ 14 $ (15 ) $ 14,945 Commercial paper 8,772 — — 8,772 Overnight repurchase agreement 9,000 — — 9,000 Total short-term investments $ 32,718 $ 14 $ (15 ) $ 32,717 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following (in thousands): December 31, 2019 2018 Prepaid research and development services $ 3,043 $ 245 Prepaid insurance 252 200 Other prepaid expenses 19 20 NOL sale receivable (see Note 10) — 6,732 Other current assets 674 54 Total prepaid expenses and other current assets $ 3,988 $ 7,251 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following (in thousands): December 31, 2019 2018 Furniture and fixtures $ 406 $ 406 Computer equipment 73 73 Other 98 98 577 577 Less: accumulated depreciation and amortization (172 ) (61 ) Total property and equipment, net $ 405 $ 516 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Payables And Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consisted of the following (in thousands): December 31, 2019 2018 Accrued research and development expenses $ 1,296 $ 587 Accrued employee bonus compensation 1,798 1,197 Other accrued expenses 707 319 Total accrued expenses $ 3,801 $ 2,103 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Summary of Quantitative Information Associated with Amounts Recognized in Condensed Consolidated Financial Statements for Lease | The following table summarizes certain quantitative information associated with the amounts recognized in the unaudited condensed consolidated financial statements for the Lease (dollars in thousands): Year Ended December 31, 2019 Operating lease cost $ 664 Variable lease cost 41 Total operating lease expense $ 705 Cash paid for amounts included in the measurement of operating lease liability $ 497 December 31, 2019 Remaining Lease term (years) 9.59 Discount rate 15 % |
Future Minimum Lease Payments | Future minimum lease payments for all operating leases as of December 31, 2019 and 2018 are as follows (in thousands): December 31, 2019 2020 $ 507 2021 517 2022 527 2023 715 2024 730 Thereafter 3,533 Total $ 6,529 December 31, 2018 2019 $ 498 2020 508 2021 518 2022 529 2023 716 Thereafter 4,203 Total $ 6,972 |
Presentation of Operating Lease Liability and Right-of-Use Asset | The presentation of the operating lease liability and right-of-use asset as of December 31, 2019 and January 1, 2019 are as follows (in thousands): December 31, 2019 January 1, 2019 Present value of future minimum lease payments $ 3,362 $ 3,368 Operating lease liability, current portion $ 36 $ 23 Operating lease liability, long-term portion 3,326 3,345 Total operating lease liability $ 3,362 $ 3,368 Difference between future minimum lease payments and discounted cash flows $ 3,167 $ 3,604 Operating lease right-of-use asset $ 3,191 $ 3,365 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Common Stock Reserved For Future Issuances | The Company had reserved shares of common stock for future issuance as follows: December 31, 2019 2018 Outstanding stock options 5,261,860 4,052,913 Outstanding restricted stock units 966,394 111,891 Outstanding Series C-1 Preferred warrants — 14,033 Warrants to purchase common stock associated with June 2016 public offering 4,218,750 4,218,750 Warrants to purchase common stock associated with March 2018 Public Offering - Series 1 — 13,198,075 Warrants to purchase common stock associated with March 2018 Public Offering - Series 2 7,988,175 7,988,175 Warrants to purchase common stock associated with December 2019 Public Offering 44,722,222 — Option to purchase common stock associated with December 2019 Public Offering 5,833,333 — Common stock associated with 6% convertible senior notes 11,382,000 — Warrants to purchase common stock associated with Solar loan agreement 122,435 122,435 For possible future issuance under 2014 Plan (Note 11) 554,774 612,018 For possible future issuance under 2014 ESPP (Note 11) 74,231 81,667 For possible future issuance under 2015 Plan (Note 11) 315,500 5,000 Total common shares reserved for future issuance 81,439,674 30,404,957 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | Reconciliations of the differences between the benefit for income taxes and income taxes at the statutory U.S. federal income tax rate is as follows (dollars in thousands): 2019 2018 Amount Percent of Pretax Income Amount Percent of Pretax Income Income taxes from continuing operations at statutory rate $ (11,279 ) 21.0 % $ (4,033 ) 21.0 % State income taxes (3,778 ) 7.0 % (985 ) 5.1 % State effect of permanent items 285 (0.5 )% (585 ) 3.0 % Stock-based compensation 100 (0.2 )% 94 (0.5 )% Deferred rate change (905 ) 1.6 % 438 (2.3 )% Warrants issuance 733 (1.4 )% (2,492 ) 13.0 % Other 883 (1.5 )% 71 (0.3 )% NOL sale — — (3,938 ) 20.5 % R&D credit adjustment (2,760 ) 5.1 % — — Increase in valuation allowance 16,721 (31.1 )% 4,694 (24.4 )% Total income tax benefit $ — — % $ (6,736 ) 35.1 % |
Schedule of Deferred Tax Assets and Liabilities | The components of deferred tax assets and liabilities as of December 31, 2019 and 2018 are as follows (in thousands): December 31, 2019 2018 Noncurrent deferred tax assets (liabilities) Accrued expenses $ 107 $ 132 Stock-based compensation 2,436 1,911 Lease liability 945 — Other (856 ) (31 ) Net operating loss carryforwards 58,073 44,730 Research and development credits 5,984 3,226 Total deferred tax assets 66,689 49,968 Valuation allowances (66,689 ) (49,968 ) Net deferred tax assets $ — $ — |
Schedule of Unrecognized Tax Benefits Roll Forward | The following is a tabular reconciliation of the total amounts of unrecognized tax benefits as of December 31, 2019 and 2018 (in thousands): December 31, 2019 2018 Unrecognized tax benefit—January 1 $ 436 $ 436 Additions for tax positions of current period — — Additions for tax positions of prior periods — — Deferred rate change — — Unrecognized tax benefit—December 31 $ 436 $ 436 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Assumptions Used To Estimate Fair Value of Options | The assumptions used to estimate fair value and the resulting grant date fair values are as follows: Employees Non-employee Directors Years Ended December 31, Years Ended December 31, 2019 2018 2019 2018 Weighted average expected volatility 66.47 % 52.31 % 65.36 % 58.65 % Weighted average risk-free interest rate 2.47 % 2.64 % 2.11 % 2.44 % Weighted average expected term (in years) 6.03 6.02 5.54 5.28 |
Schedule of Share-based Compensation, Stock Options, Activity | The activity for the 2009 Plan, 2014 Plan and 2015 Plan for the years ended December 31, 2019 is summarized as follows: Number of Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Life (in years) Aggregate Intrinsic Value ($000) Outstanding — January 1, 2019 4,052,913 $ 4.37 7.23 $ — Granted 1,701,500 1.24 Exercised (22,500 ) 0.54 Forfeited/expired (470,053 ) 7.96 Outstanding — December 31, 2019 5,261,860 $ 3.06 7.62 $ 60 Exercisable — December 31, 2019 2,988,580 $ 4.17 6.83 $ 33 Vested or expected to vest —December 31, 2019 5,261,860 $ 3.06 7.62 $ 60 |
Schedule of Restricted Stock Units ("RSU") Activity | Restricted stock unit ("RSU") activity under the 2014 Plan and 2015 Plan for the years ended December 31, 2019, is summarized as follows: Number of Shares Weighted Average Grant Date Fair Value Per Share Non-vested at December 31, 2018 111,891 $ 2.06 Granted 932,500 1.37 Vested (29,673 ) 2.14 Forfeited (48,324 ) 1.46 Non-vested at December 31, 2019 966,394 $ 1.42 |
Stock-Based Compensation Expense Related to Stock Options | Stock-based compensation expense related to stock options is included in the following line items in the accompanying statements of operations (in thousands): Years Ended December 31, 2019 2018 Research and development $ 604 $ 519 Selling, general and administrative 1,224 1,297 Total stock-based compensation expense $ 1,828 $ 1,816 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Instruments Measured on a Recurring Basis | The following table summarizes the conclusions reached as of December 31, 2019 and 2018 for financial instruments measured at fair value on a recurring basis (in thousands): Fair Value Hierarchy Classification Balance Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) December 31, 2019 Cash $ 23 $ 23 — — Restricted cash 273 273 — — Money market funds 41,897 41,897 — — Total assets $ 42,193 $ 42,193 — — Warrant liabilities $ 18,396 — — $ 18,396 Derivative liability 3,192 — — 3,192 Total liabilities $ 21,588 — — $ 21,588 December 31, 2018 Cash $ 213 $ 213 — — Restricted cash 328 328 — — Money market funds 11,226 11,226 — — Total assets $ 11,767 $ 11,767 — — Warrant liabilities $ 986 — — $ 986 Total liabilities $ 986 — — $ 986 |
Reconciliation of liabilities using level 3 inputs | A reconciliation of the beginning and ending balances for liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) is as follows (in thousands): Warrant Liabilities Balance – January 1, 2019 $ 986 December 2019 Public Offering warrants 13,921 Loss adjustment to fair value 3,489 Balance – December 31, 2019 $ 18,396 Derivative Liability Balance – January 1, 2019 $ — Bifurcated embedded conversion option associated with Notes 6,960 Gain adjustment to fair value (2,112 ) Adjustment for April 2019 conversion of Notes (1,656 ) Balance – December 31, 2019 $ 3,192 |
Description of Business and B_2
Description of Business and Basis of Preparation - Additional Information (Detail) - USD ($) | Dec. 31, 2019 | Dec. 12, 2019 | Sep. 14, 2018 | Mar. 08, 2018 | Jun. 21, 2016 | Dec. 31, 2019 | Dec. 31, 2018 |
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||
Accumulated deficit | $ (271,428,000) | $ (271,428,000) | $ (217,718,000) | ||||
Cash and cash equivalents | 41,920,000 | 41,920,000 | 11,439,000 | ||||
Short-term investments | 6,494,000 | 6,494,000 | 32,718,000 | ||||
Shelf registration maximum equity offering price | $ 127,500,000 | $ 175,000,000 | |||||
Number of warrants issued to purchase common stock (in shares) | 13,198,075 | ||||||
Aggregate amount receivable upon exercise of warrants | $ 28,600,000 | ||||||
Warrants, expiration date | Mar. 14, 2019 | ||||||
Common stock issued, net of expenses (in shares) | 17,751,500 | 9,375,000 | |||||
Common stock issued, net of expenses | $ 30,530,000 | $ 20,437,000 | |||||
Option to Purchase Common Stock | |||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||
Options expiration date | 2020-01 | ||||||
Option to Purchase Common Stock | Maximum | |||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||
Number of options not exercised | 5,833,333 | ||||||
Common Stock | |||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||
Common stock issued, net of expenses (in shares) | 47,736,920 | 18,959,675 | |||||
Common stock issued, net of expenses | $ 47,000 | $ 19,000 | |||||
Series 1 Warrant | |||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||
Number of warrants issued to purchase common stock (in shares) | 115,550 | ||||||
Warrants, expiration date | Mar. 14, 2019 | ||||||
Sales Agreement | Common Stock | |||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||
Shelf registration maximum equity offering price | $ 25,000,000 | ||||||
June 2016 Public Offering | |||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||
Number of warrants issued to purchase common stock (in shares) | 4,218,750 | ||||||
Exercise price of warrants (in dollars per share) | $ 3 | $ 3 | |||||
June 2016 Public Offering | Warrant liability | Maximum | |||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||
Number of warrants issued to purchase common stock (in shares) | 4,218,750 | ||||||
March 2018 Public Offering | |||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||
Number of warrants issued to purchase common stock (in shares) | 21,301,800 | ||||||
Common stock issued, net of expenses (in shares) | 17,751,500 | ||||||
Share price (in dollars per share) | $ 1.69 | ||||||
Common stock issued, net of expenses | $ 27,900,000 | ||||||
March 2018 Public Offering | Series 1 Warrant | |||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||
Number of warrants issued to purchase common stock (in shares) | 13,198,075 | ||||||
Exercise price of warrants (in dollars per share) | $ 1.85 | $ 1.85 | |||||
March 2018 Public Offering | Series 1 Warrant | Maximum | |||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||
Number of warrants issued to purchase common stock (in shares) | 13,313,625 | ||||||
March 2018 Public Offering | Series 2 Warrant | |||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||
Number of warrants issued to purchase common stock (in shares) | 7,988,175 | ||||||
Exercise price of warrants (in dollars per share) | $ 2 | $ 2 | |||||
March 2018 Public Offering | Series 2 Warrant | Maximum | |||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||
Number of warrants issued to purchase common stock (in shares) | 7,988,175 | ||||||
March 2018 Public Offering | Warrant liability | Maximum | |||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||
Number of warrants issued to purchase common stock (in shares) | 21,301,800 | ||||||
December 2019 Public Offering | |||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||
Number of warrants issued to purchase common stock (in shares) | 38,888,889 | ||||||
Exercise price of warrants (in dollars per share) | $ 1.10 | ||||||
Warrants, expiration date | Jun. 12, 2023 | ||||||
Common stock issued, net of expenses (in shares) | 38,888,889 | ||||||
Share price (in dollars per share) | $ 0.90 | ||||||
Common stock issued, net of expenses | $ 32,500,000 | ||||||
December 2019 Public Offering | Warrant liability | Maximum | |||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||
Number of warrants issued to purchase common stock (in shares) | 38,888,889 | ||||||
Underwriters | Maximum | |||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||
Option to purchase shares of common stock | 5,833,333 | ||||||
Underwriters | Warrant liability | |||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||
Number of warrants issued to purchase common stock (in shares) | 5,833,333 | ||||||
Number of warrants exercised | 5,833,333 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Aug. 31, 2013USD ($) | Dec. 31, 2019USD ($)Segment | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Subsidiary, Sale of Stock [Line Items] | ||||
Cash, cash equivalents, and restricted cash | $ 42,193 | $ 11,767 | $ 11,469 | |
Upfront payment received | $ 1,500 | |||
Deferred revenue estimated performance period | 70 months | |||
Revenue recognized from upfront payments | $ 121 | 257 | ||
Operating segments (number) | Segment | 1 | |||
License and Service | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Revenue recognized from upfront payments | $ 100 | $ 300 | ||
6.0% Convertible Senior Notes due 2025 | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Interest rate | 6.00% | |||
Collaboration Revenue | R-Pharm, CJSC | Customer Concentration Risk | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Percentage of total revenue | 100.00% | 100.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Potentially Dilutive Shares (Details) - shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities (in shares) | 80,495,169 | 29,706,272 |
Warrant liability | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities (in shares) | 44,722,222 | 0 |
Outstanding stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities (in shares) | 5,261,860 | 4,052,913 |
Outstanding restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities (in shares) | 966,394 | 111,891 |
Option to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities (in shares) | 5,833,333 | 0 |
Warrants to purchase Series C-1 Preferred | Warrant liability | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities (in shares) | 0 | 14,033 |
Warrants to purchase common stock associated with Solar loan agreement | Warrant liability | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities (in shares) | 122,435 | 122,435 |
Warrants to purchase common stock associated with June 2016 Public Offering | Warrant liability | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities (in shares) | 4,218,750 | 4,218,750 |
March 2018 Public Offering Series 1 [Member] | Warrant liability | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities (in shares) | 0 | 13,198,075 |
March 2018 Public Offering Series 2 [Member] | Warrant liability | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities (in shares) | 7,988,175 | 7,988,175 |
Common stock associated with 6% convertible senior notes | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities (in shares) | 11,382,000 | 0 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Potentially Dilutive Shares (Parenthetical) (Details) | Dec. 31, 2019 |
Common stock associated with 6% convertible senior notes | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Interest rate | 6.00% |
Short-term Investments (Details
Short-term Investments (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Schedule of Held-to-maturity Securities [Line Items] | ||
Amortized Cost | $ 6,494 | $ 32,718 |
Unrealized Gains | 15 | 14 |
Unrealized Losses | (14) | (15) |
Fair Value | 6,495 | 32,717 |
Commercial paper | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Amortized Cost | 998 | 8,772 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Fair Value | 998 | 8,772 |
Overnight repurchase agreement | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Amortized Cost | 3,500 | 9,000 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Fair Value | 3,500 | 9,000 |
U.S. government securities | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Amortized Cost | 1,996 | 14,946 |
Unrealized Gains | 15 | 14 |
Unrealized Losses | (14) | (15) |
Fair Value | $ 1,997 | $ 14,945 |
Short-term Investments - Additi
Short-term Investments - Additional Information (Details) $ in Millions | Dec. 31, 2019USD ($) |
Investments Debt And Equity Securities [Abstract] | |
Held-to-maturity investments with contractual maturities less than one year | $ 6.5 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | ||
Prepaid research and development services | $ 3,043 | $ 245 |
Prepaid insurance | 252 | 200 |
Other prepaid expenses | 19 | 20 |
NOL sale receivable | 0 | 6,732 |
Other current assets | 674 | 54 |
Total prepaid expenses and other current assets | $ 3,988 | $ 7,251 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 577 | $ 577 |
Less: accumulated depreciation and amortization | (172) | (61) |
Total property and equipment, net | 405 | 516 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 406 | 406 |
Computer Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 73 | 73 |
Other | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 98 | $ 98 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Payables And Accruals [Abstract] | ||
Accrued research and development expenses | $ 1,296 | $ 587 |
Accrued employee bonus compensation | 1,798 | 1,197 |
Other accrued expenses | 707 | 319 |
Total accrued expenses | $ 3,801 | $ 2,103 |
Borrowings - Additional Informa
Borrowings - Additional Information (Details) | Mar. 07, 2019USD ($)d$ / shares | Sep. 30, 2016USD ($) | Apr. 30, 2019USD ($)shares | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) |
Debt Instrument [Line Items] | |||||
Payment of debt issuance costs | $ 1,253,000 | $ 0 | |||
Loss on debt extinguishment | (1,045,000) | 0 | |||
Convertible debt and derivative liability | 11,522,000 | 0 | |||
Amortization of debt issuance costs and discount | 1,171,000 | $ 428,000 | |||
Senior Convertible Note Purchase Agreement | |||||
Debt Instrument [Line Items] | |||||
Face amount | $ 16,000,000 | ||||
Date of issuance and sale of notes | Mar. 7, 2019 | ||||
Proceeds from debt, net of issuance costs | $ 14,700,000 | ||||
Payment of debt issuance costs | $ 1,300,000 | ||||
Loss on debt extinguishment | $ (200,000) | (800,000) | |||
Reacquisition price of outstanding debt | 15,900,000 | ||||
Carrying value of debt obligation | 15,100,000 | ||||
Conversion of convertible note, amount | $ 2,000,000 | ||||
Conversion of convertible note exchanged for shares | shares | 1,626,000 | ||||
Fair value of convertible debt and derivative liability | $ 2,800,000 | 11,700,000 | |||
Fair value of the consideration issued | $ 3,000,000 | ||||
Senior convertible notes | 8,300,000 | ||||
Unamortized debt issuance cost | 500,000 | ||||
Bifurcated embedded conversion option derivative liability | 3,200,000 | ||||
Derivative, fair value | 7,000,000 | ||||
Debt issuance costs | 600,000 | ||||
Gain on fair value adjustment of derivative liability | 1,600,000 | ||||
Amortization of debt issuance costs and discount | $ 1,100,000 | ||||
Purchase price as percentage of principal amount | 100.00% | ||||
Interest rate | 6.00% | ||||
Payment terms | The Notes bear interest at a rate of 6.0% per annum payable semiannually in arrears on March 15 and September 15 of each year, beginning September 15, 2019. The Notes will mature on March 15, 2025, unless earlier converted, redeemed or repurchased. | ||||
Notes maturity date | Mar. 15, 2025 | ||||
Notes maturity description | The Notes will mature on March 15, 2025, unless earlier converted, redeemed or repurchased. | ||||
Conversion terms | holder of the Notes may convert their Notes at their option at any time prior to the close of business on the business day immediately preceding March 15, 2025 into shares of the Company’s common stock. | ||||
Conversion rate, number of shares to be issued per $1000 of principal (in shares) | 739.0983 | ||||
Principal amount of notes used as the denominator for conversion into notes | $ 1,000 | ||||
Initial conversion price of notes | $ / shares | $ 1.35 | ||||
Conversion rate, number of shares to be issued per $1000 of principal (in shares) after adjustment to certain events | 813 | ||||
Principal amount of notes used as the denominator for conversion into notes after adjustment of certain events | $ 1,000 | ||||
Convertible notes, redemption start date | Mar. 15, 2022 | ||||
Convertible notes, threshold percentage of stock price trigger | 130.00% | ||||
Convertible notes, threshold trading days | d | 20 | ||||
Convertible notes, threshold consecutive trading days | d | 30 | ||||
Redemption price as percentage of the principal amount | 100.00% | ||||
Redemption price as percentage of the principal amount subject to certain exceptions | 100.00% | ||||
Secured Debt | Term Loan | |||||
Debt Instrument [Line Items] | |||||
Loan agreement term | 48 months | ||||
Face amount | $ 15,000,000 | ||||
Secured Debt | Term Loan | LIBOR | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate (as a percent) | 8.49% |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | Mar. 01, 2018USD ($)ft² | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Jan. 01, 2019USD ($) |
Commitment And Contingencies [Line Items] | ||||
Long-term lease agreement, area of office space | ft² | 19,275 | |||
Lease term | 11 years | |||
Total lease payments | $ 7,300,000 | $ 497,000 | ||
Lessee, operating lease, existence of option to extend | true | |||
Renewal term | 5 years | |||
Renewal term, description | The Company has the option to renew for two consecutive five-year periods from the end of the first term and the Company is not reasonably certain that the option to renew the Lease will be exercised. Under the Lease, the Company must furnish a security deposit in the form of a standby letter of credit in the amount of $0.3 million, which will be reduced by fifty-five thousand dollars every two years for ten years after the commencement of the lease | |||
Security deposit in the form of a standby letter of credit | $ 300,000 | |||
Decrease in security deposit | $ 55,000 | |||
Operating lease right-of-use asset | 3,191,000 | $ 0 | $ 3,365,000 | |
Operating lease liability | 3,362,000 | $ 3,368,000 | ||
Maximum | ||||
Commitment And Contingencies [Line Items] | ||||
Milestone payments from the Company | $ 19,000,000 | |||
Jersey City, New Jersey | ||||
Commitment And Contingencies [Line Items] | ||||
Rent expense | $ 500,000 |
Commitments and Contingencies_2
Commitments and Contingencies - Summary of Quantitative Information Associated with Amounts Recognized in Condensed Consolidated Financial Statements for Lease (Detail) - USD ($) $ in Thousands | Mar. 01, 2018 | Dec. 31, 2019 |
Commitments And Contingencies Disclosure [Abstract] | ||
Operating lease cost | $ 664 | |
Variable lease cost | 41 | |
Total operating lease expense | 705 | |
Total lease payments | $ 7,300 | $ 497 |
Remaining Lease term (years) | 9 years 7 months 2 days | |
Discount rate | 15.00% |
Commitments and Contingencies_3
Commitments and Contingencies - Future Minimum Lease Payments (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Commitments And Contingencies Disclosure [Abstract] | ||
2020 | $ 507 | |
2021 | 517 | |
2022 | 527 | |
2023 | 715 | |
2024 | 730 | |
Thereafter | 3,533 | |
Total | $ 6,529 | |
2019 | $ 498 | |
2020 | 508 | |
2021 | 518 | |
2022 | 529 | |
2023 | 716 | |
Thereafter | 4,203 | |
Total | $ 6,972 |
Commitments and Contingencies_4
Commitments and Contingencies - Presentation of Operating Lease Liability and Right-of-Use Asset (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Commitments And Contingencies Disclosure [Abstract] | |||
Present value of future minimum lease payments | $ 3,362 | $ 3,368 | |
Operating lease liability, current portion | 36 | 23 | $ 0 |
Operating lease liability, long-term portion | 3,326 | 3,345 | 0 |
Total operating lease liability | 3,362 | 3,368 | |
Difference between future minimum lease payments and discounted cash flows | 3,167 | 3,604 | |
Operating lease right-of-use asset | $ 3,191 | $ 3,365 | $ 0 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Dec. 12, 2019 | Sep. 14, 2018 | Mar. 08, 2018 | Sep. 30, 2016 | Jun. 21, 2016 | Apr. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Jun. 18, 2019 | Jun. 17, 2019 | May 07, 2014 |
Schedule Of Capitalization Equity [Line Items] | |||||||||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |||||||||
Common stock, shares authorized (in shares) | 250,000,000 | 125,000,000 | 250,000,000 | 125,000,000 | |||||||
Common stock, shares issued (in shares) | 97,413,721 | 47,971,989 | |||||||||
Common stock, shares outstanding (in shares) | 97,413,721 | 47,971,989 | |||||||||
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 | 5,000,000 | ||||||||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||
Preferred stock, shares issued (in shares) | 0 | 0 | |||||||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | |||||||||
Derivative liability fair value adjustment | $ 1,567 | $ 0 | |||||||||
Common stock issued, net of expenses (in shares) | 17,751,500 | 9,375,000 | |||||||||
Number of warrants issued to purchase common stock (in shares) | 13,198,075 | ||||||||||
Warrants, expiration date | Mar. 14, 2019 | ||||||||||
Warrant liabilities fair value adjustment | 4,497 | $ (11,866) | |||||||||
Warrant liabilities | 18,400 | ||||||||||
Warrants to purchase common stock associated with Loan Agreement | |||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||
Number of warrants issued to purchase common stock (in shares) | 122,435 | ||||||||||
Exercise price of warrants (in dollars per share) | $ 3.6754 | ||||||||||
Warrant expiration period | 5 years | ||||||||||
June 2016 Public Offering | |||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||
Number of warrants issued to purchase common stock (in shares) | 4,218,750 | ||||||||||
Exercise price of warrants (in dollars per share) | $ 3 | $ 3 | |||||||||
Number of shares received per warrant (in shares) | 0.45 | ||||||||||
Warrant expiration period | 5 years | ||||||||||
March 2018 Public Offering | |||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||
Common stock issued, net of expenses (in shares) | 17,751,500 | ||||||||||
Number of warrants issued to purchase common stock (in shares) | 21,301,800 | ||||||||||
December 2019 Public Offering | |||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||
Common stock issued, net of expenses (in shares) | 38,888,889 | ||||||||||
Number of warrants issued to purchase common stock (in shares) | 38,888,889 | ||||||||||
Exercise price of warrants (in dollars per share) | $ 1.10 | ||||||||||
Warrants, expiration date | Jun. 12, 2023 | ||||||||||
Warrant liabilities fair value adjustment | 1,000 | ||||||||||
Underwriters | Maximum | |||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||
Option to purchase shares of common stock | 5,833,333 | ||||||||||
Warrant liability | June 2016 Public Offering | Maximum | |||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||
Number of warrants issued to purchase common stock (in shares) | 4,218,750 | ||||||||||
Warrant liability | March 2018 Public Offering | Maximum | |||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||
Number of warrants issued to purchase common stock (in shares) | 21,301,800 | ||||||||||
Warrant liability | December 2019 Public Offering | Maximum | |||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||
Number of warrants issued to purchase common stock (in shares) | 38,888,889 | ||||||||||
Warrant liability | Underwriters | |||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||
Number of warrants issued to purchase common stock (in shares) | 5,833,333 | ||||||||||
Number of warrants exercised | 5,833,333 | ||||||||||
Series 1 Warrant | |||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||
Number of warrants issued to purchase common stock (in shares) | 115,550 | ||||||||||
Proceeds from Warrant Exercises | $ 200 | ||||||||||
Warrants, expiration date | Mar. 14, 2019 | ||||||||||
Series 1 Warrant | March 2018 Public Offering | |||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||
Number of warrants issued to purchase common stock (in shares) | 13,198,075 | ||||||||||
Exercise price of warrants (in dollars per share) | $ 1.85 | $ 1.85 | |||||||||
Number of shares received per warrant (in shares) | 0.75 | ||||||||||
Warrant term | 371 days | ||||||||||
Series 1 Warrant | March 2018 Public Offering | Maximum | |||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||
Number of warrants issued to purchase common stock (in shares) | 13,313,625 | ||||||||||
Series 2 Warrant | March 2018 Public Offering | |||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||
Number of warrants issued to purchase common stock (in shares) | 7,988,175 | ||||||||||
Exercise price of warrants (in dollars per share) | $ 2 | $ 2 | |||||||||
Number of shares received per warrant (in shares) | 0.45 | ||||||||||
Warrant term | 5 years | ||||||||||
Series 2 Warrant | March 2018 Public Offering | Maximum | |||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||
Number of warrants issued to purchase common stock (in shares) | 7,988,175 | ||||||||||
Senior Convertible Note Purchase Agreement | |||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||
Conversion of convertible note, amount | $ 2,000 | ||||||||||
Conversion of convertible note exchanged for shares | 1,626,000 | ||||||||||
Senior Convertible Note Purchase Agreement | Other (Income) Expense | |||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||
Derivative liability fair value adjustment | $ 1,600 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Reserved Shares of Common Stock for Future Issuance (Detail) - shares | Dec. 31, 2019 | Dec. 31, 2018 |
Class of Stock [Line Items] | ||
Common shares reserved for future issuance | 81,439,674 | 30,404,957 |
6.0% Convertible Senior Notes due 2025 | ||
Class of Stock [Line Items] | ||
Common shares reserved for future issuance | 11,382,000 | 0 |
2014 Equity Incentive Plan | ||
Class of Stock [Line Items] | ||
Common shares reserved for future issuance | 554,774 | 612,018 |
2014 Employee Stock Purchase Plan | ||
Class of Stock [Line Items] | ||
Common shares reserved for future issuance | 74,231 | 81,667 |
2015 Inducement Plan | ||
Class of Stock [Line Items] | ||
Common shares reserved for future issuance | 315,500 | 5,000 |
Series C1 Preferred Warrants | ||
Class of Stock [Line Items] | ||
Common shares reserved for future issuance | 0 | 14,033 |
June 2016 Public Offering | Warrant liability | ||
Class of Stock [Line Items] | ||
Common shares reserved for future issuance | 4,218,750 | 4,218,750 |
March 2018 Public Offering | Series 1 Warrant | ||
Class of Stock [Line Items] | ||
Common shares reserved for future issuance | 0 | 13,198,075 |
March 2018 Public Offering | Series 2 Warrant | ||
Class of Stock [Line Items] | ||
Common shares reserved for future issuance | 7,988,175 | 7,988,175 |
December 2019 Public Offering | Warrant liability | ||
Class of Stock [Line Items] | ||
Common shares reserved for future issuance | 44,722,222 | 0 |
December 2019 Public Offering | Option to Purchase Common Stock | ||
Class of Stock [Line Items] | ||
Common shares reserved for future issuance | 5,833,333 | 0 |
Warrants to purchase common stock associated with Solar loan agreement | Warrant liability | ||
Class of Stock [Line Items] | ||
Common shares reserved for future issuance | 122,435 | 122,435 |
Stock options | ||
Class of Stock [Line Items] | ||
Common shares reserved for future issuance | 5,261,860 | 4,052,913 |
Restricted Stock Units | ||
Class of Stock [Line Items] | ||
Common shares reserved for future issuance | 966,394 | 111,891 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jan. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Operating Loss Carryforwards [Line Items] | ||||
Income tax benefit | $ 0 | $ 6,736,000 | ||
Loss before taxes | $ 53,710,000 | $ 19,204,000 | ||
Corporate income tax rate | 21.00% | 21.00% | ||
Temporary expensing for certain business assets and property, percent | 100.00% | |||
Maximum deduction percentage of pre-NOL taxable income | 80.00% | |||
Unrecognized tax benefits that would impact effective tax rate | $ 0 | |||
Significant change in unrecognized tax benefits is reasonably possible, amount of unrecorded benefit | 0 | |||
Income tax examination, penalties and interest accrued | $ 0 | |||
Maximum | ||||
Operating Loss Carryforwards [Line Items] | ||||
Corporate income tax rate | 21.00% | 35.00% | ||
Federal | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carryforward | $ 242,400,000 | $ 194,900,000 | ||
Tax credit carryforward | 5,300,000 | |||
NOLs subject to expiration | 171,900,000 | |||
NOLs subject not to expiration | $ 47,500,000 | 23,000,000 | ||
NOLs expiration date | Dec. 31, 2037 | |||
Net operating loss carryforwards expiration year | 2022 | |||
State | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carryforward | $ 178,200,000 | $ 150,800,000 | ||
Net operating loss carryforwards expiration year | 2018 | |||
State | New Jersey | ||||
Operating Loss Carryforwards [Line Items] | ||||
Cash receipt from the sale of state NOLs | $ 6,700,000 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Amount | ||
Income taxes from continuing operations at statutory rate | $ (11,279) | $ (4,033) |
State income taxes | (3,778) | (985) |
State effect of permanent items | 285 | (585) |
Stock-based compensation | 100 | 94 |
Deferred rate change | (905) | 438 |
Warrants issuance | 733 | (2,492) |
Other | 883 | 71 |
NOL sale | 0 | (3,938) |
R&D credit adjustment | (2,760) | 0 |
Increase in valuation allowance | 16,721 | 4,694 |
Total income tax benefit | $ 0 | $ (6,736) |
Percent of Pretax Income | ||
Income taxes from continuing operations at statutory rate | 21.00% | 21.00% |
State income taxes | 7.00% | 5.10% |
State effect of permanent items | (0.50%) | 3.00% |
Stock-based compensation | (0.20%) | (0.50%) |
Deferred rate change | 1.60% | (2.30%) |
Warrants issuance | (1.40%) | 13.00% |
Other | (1.50%) | (0.30%) |
NOL sale | 0.00% | 20.50% |
R&D credit adjustment | 5.10% | 0.00% |
Increase in valuation allowance | (31.10%) | (24.40%) |
Total income tax benefit | 0.00% | 35.10% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Accrued expenses | $ 107 | $ 132 |
Stock-based compensation | 2,436 | 1,911 |
Lease liability | 945 | 0 |
Other | (856) | (31) |
Net operating loss carryforwards | 58,073 | 44,730 |
Research and development credits | 5,984 | 3,226 |
Total deferred tax assets | 66,689 | 49,968 |
Valuation allowances | (66,689) | (49,968) |
Net deferred tax assets | $ 0 | $ 0 |
Income Taxes - Schedule of Unre
Income Taxes - Schedule of Unrecognized Tax Benefits Roll Forward (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Unrecognized tax benefits | $ 436 | $ 436 |
Additions for tax positions of current period | 0 | 0 |
Additions for tax positions of prior periods | 0 | 0 |
Deferred rate change | 0 | 0 |
Unrecognized tax benefits | $ 436 | $ 436 |
Stock-based Compensation - 2009
Stock-based Compensation - 2009 Stock Option Plan (Details) - 2009 Stock Option Plan | 12 Months Ended |
Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Expiration period of options | 10 years |
Minimum | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Percentage of exercise price | 100.00% |
Vesting period of options | 3 years |
Maximum | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Percentage of exercise price | 110.00% |
Vesting period of options | 4 years |
Stock-based Compensation - 2014
Stock-based Compensation - 2014 Equity Incentive Plan (Details) - 2014 Equity Incentive Plan - shares | May 02, 2014 | Dec. 31, 2019 | Dec. 31, 2018 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of additional awards expected to be granted (in shares) | 0 | ||
Expiration period of options | 10 years | ||
Common stock outstanding percentage | 4.00% | ||
Number of shares of common stock for future issuance, board of directors prerogative, increase in period (in shares) | 0 | ||
Share-based compensation arrangement by share-based payment award, number of additional shares authorized | 1,918,879 | 1,158,866 | |
Possible future issuance under equity compensation plan (in shares) | 554,774 | ||
Minimum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Vesting period of options | 3 years | ||
Maximum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Vesting period of options | 4 years | ||
Base number of new shares available for future issuance under equity incentive plan (in shares) | 1,122,731 | ||
Common stock issuable period | 10 years |
Stock-based Compensation - 2015
Stock-based Compensation - 2015 Inducement Plan (Details) - shares | 12 Months Ended | ||||
Dec. 31, 2019 | Dec. 31, 2018 | Jun. 09, 2019 | Jun. 08, 2019 | Mar. 26, 2015 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Granted (shares) | 1,701,500 | ||||
2015 Inducement Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Shares authorized under the plan (in shares) | 900,000 | 450,000 | 450,000 | ||
Granted (shares) | 115,000 | 0 | |||
Possible future issuance under equity compensation plan (in shares) | 315,500 | 5,000 |
Stock-based Compensation - Opti
Stock-based Compensation - Option Valuation Method - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Weighted average value of options granted in period (in dollars per share) | $ 0.75 | $ 0.90 |
Aggregate fair value of options granted | $ 1.3 | $ 1.1 |
Stock-based Compensation - Op_2
Stock-based Compensation - Option Valuation Method (Details) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Weighted average expected volatility, employees | 66.47% | 52.31% |
Weighted average expected volatility, non-employees directors | 65.36% | 58.65% |
Weighted average risk-free interest rate, employees | 2.47% | 2.64% |
Weighted average risk-free interest rate, non-employees directors | 2.11% | 2.44% |
Weighted average expected term (in years), employees | 6 years 10 days | 6 years 7 days |
Weighted average expected term (in years), non-employees directors | 5 years 6 months 14 days | 5 years 3 months 10 days |
Stock-based Compensation - Stoc
Stock-based Compensation - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Number of Shares | ||
Beginning balance - Outstanding (shares) | 4,052,913 | |
Granted (shares) | 1,701,500 | |
Exercised (shares) | (22,500) | |
Forfeited/expired (shares) | (470,053) | |
Ending balance - Outstanding (shares) | 5,261,860 | 4,052,913 |
Exercisable (shares) | 2,988,580 | |
Vested or expected to vest (shares) | 5,261,860 | |
Weighted- Average Exercise Price | ||
Beginning balance - Outstanding (in dollars per share) | $ 4.37 | |
Granted (in dollars per share) | 1.24 | |
Exercised (in dollars per share) | 0.54 | |
Forfeited/expired (in dollars per share) | 7.96 | |
Ending balance - Outstanding (in dollars per share) | 3.06 | $ 4.37 |
Exercisable (in dollars per share) | 4.17 | |
Vested or expected to vest (in dollars per share) | $ 3.06 | |
Weighted- Average Remaining Contractual Life (in years) | ||
Balance - Outstanding | 7 years 7 months 13 days | 7 years 2 months 23 days |
Exercisable | 6 years 9 months 29 days | |
Vested or expected to vest | 7 years 7 months 13 days | |
Aggregate Intrinsic Value ($000) | ||
Balance - Outstanding | $ 0 | $ 60 |
Exercisable | 33 | |
Vested and expected to vest | $ 60 |
Stock-based Compensation - St_2
Stock-based Compensation - Stock Option Activity - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Total fair value of shares vested during the year | $ 1.5 | $ 1.8 |
Total unrecognized compensation cost related to unvested share-based compensation arrangements | $ 1.8 | |
Total unrecognized compensation cost related to unvested share-based compensation arrangements, recognition period | 2 years 1 month 6 days |
Stock-based Compensation - Sche
Stock-based Compensation - Schedule of Restricted Stock Units ("RSU") Activity (Details) $ / shares in Units, $ in Millions | 12 Months Ended |
Dec. 31, 2019USD ($)$ / sharesshares | |
Weighted Average Grant Date Fair Value Per Share | |
Total unrecognized compensation cost related to unvested share-based compensation arrangements, recognition period | 2 years 1 month 6 days |
Restricted Stock Units | |
Number of Shares | |
Beginning balance - Outstanding (shares) | shares | 111,891 |
Options granted in period (shares) | shares | 932,500 |
Vested (shares) | shares | (29,673) |
Forfeited (shares) | shares | (48,324) |
Ending balance - Outstanding (shares) | shares | 966,394 |
Weighted Average Grant Date Fair Value Per Share | |
Beginning balance - Outstanding (in dollars per share) | $ / shares | $ 2.06 |
Granted (in dollars per share) | $ / shares | 1.37 |
Vested (in dollars per share) | $ / shares | 2.14 |
Forfeited (in dollars per share) | $ / shares | 1.46 |
Ending balance - Outstanding (in dollars per share) | $ / shares | $ 1.42 |
Vesting percentage | 25.00% |
Vesting period of options | 4 years |
Total unrecognized compensation cost related to unvested RSU share-based compensation | $ | $ 1.1 |
Total unrecognized compensation cost related to unvested share-based compensation arrangements, recognition period | 3 years |
Stock-based Compensation - 20_2
Stock-based Compensation - 2014 Employee Stock Purchase Plan (Details) - 2014 Employee Stock Purchase Plan - shares | May 02, 2014 | Dec. 31, 2019 | Dec. 31, 2018 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
For possible future issuance under employee stock purchase plan (in shares) | 47,794 | ||
Common stock issuable period | 10 years | ||
Common stock outstanding percentage | 0.80% | ||
Employee stock purchase plan, number of shares, which might be added to common stock outstanding (in shares) | 29,411 | ||
Number of shares of common stock for future issuance, board of directors prerogative, increase in period (in shares) | 0 | ||
Common stock issued through employee stock purchase plan (in shares) | 36,847 | 31,361 | |
Share-based compensation arrangement by share-based payment award, number of additional shares authorized | 29,411 | 29,411 | |
Possible future issuance under equity compensation plan (in shares) | 74,231 |
Stock-based Compensation - Comp
Stock-based Compensation - Compensation Cost (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Stock-based compensation expense | $ 1,828,000 | $ 1,816,000 |
Tax benefit from compensation expense | 0 | 0 |
Cash received from option exercised | $ 12,000 | $ 0 |
Stock-based Compensation - Expe
Stock-based Compensation - Expense Related to Stock Options (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation expense related to stock options | $ 1,828 | $ 1,816 |
Research and development, net | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation expense related to stock options | 604 | 519 |
Selling, general and administrative | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation expense related to stock options | $ 1,224 | $ 1,297 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Financial Instruments Measured on a Recurring Basis (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Fair value of financial assets | $ 42,193 | $ 11,767 |
Fair value of financial liabilities | 21,588 | 986 |
Warrant liability | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Fair value of financial liabilities | 18,396 | 986 |
Derivative liability | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Fair value of financial liabilities | 3,192 | |
Cash | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Fair value of financial assets | 23 | 213 |
Restricted cash | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Fair value of financial assets | 273 | 328 |
Money market funds | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Fair value of financial assets | 41,897 | 11,226 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Fair value of financial assets | 42,193 | 11,767 |
Fair value of financial liabilities | 0 | 0 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Warrant liability | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Fair value of financial liabilities | 0 | 0 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Derivative liability | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Fair value of financial liabilities | 0 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Cash | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Fair value of financial assets | 23 | 213 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Restricted cash | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Fair value of financial assets | 273 | 328 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Money market funds | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Fair value of financial assets | 41,897 | 11,226 |
Significant Other Observable Inputs (Level 2) | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Fair value of financial assets | 0 | 0 |
Fair value of financial liabilities | 0 | 0 |
Significant Other Observable Inputs (Level 2) | Warrant liability | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Fair value of financial liabilities | 0 | 0 |
Significant Other Observable Inputs (Level 2) | Derivative liability | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Fair value of financial liabilities | 0 | |
Significant Other Observable Inputs (Level 2) | Cash | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Fair value of financial assets | 0 | 0 |
Significant Other Observable Inputs (Level 2) | Restricted cash | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Fair value of financial assets | 0 | 0 |
Significant Other Observable Inputs (Level 2) | Money market funds | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Fair value of financial assets | 0 | 0 |
Significant Unobservable Inputs (Level 3) | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Fair value of financial assets | 0 | 0 |
Fair value of financial liabilities | 21,588 | 986 |
Significant Unobservable Inputs (Level 3) | Warrant liability | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Fair value of financial liabilities | 18,396 | 986 |
Significant Unobservable Inputs (Level 3) | Derivative liability | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Fair value of financial liabilities | 3,192 | |
Significant Unobservable Inputs (Level 3) | Cash | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Fair value of financial assets | 0 | 0 |
Significant Unobservable Inputs (Level 3) | Restricted cash | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Fair value of financial assets | 0 | 0 |
Significant Unobservable Inputs (Level 3) | Money market funds | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Fair value of financial assets | $ 0 | $ 0 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Reconciliation of Beginning and Ending Balances for Liabilities Measured at Fair Value on Recurring Basis (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Warrant liability | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Beginning balance | $ 986 |
December 2019 Public Offering warrants | 13,921 |
Gain (loss) adjustment to fair value | 3,489 |
Ending balance | 18,396 |
Derivative liability | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Bifurcated embedded conversion option associated with Notes | 6,960 |
Gain (loss) adjustment to fair value | (2,112) |
Adjustment for April 2019 conversion of Notes | (1,656) |
Ending balance | $ 3,192 |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2019USD ($)hour | Dec. 31, 2018USD ($) | |
Compensation And Retirement Disclosure [Abstract] | ||
Work hours per week | hour | 20 | |
Employer matching percent | 50.00% | |
Maximum percentage of contributions per employee | 6.00% | |
Vesting period | 4 years | |
Contribution amount | $ | $ 0.1 | $ 0.1 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | |
Jan. 01, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
2014 Equity Incentive Plan | |||
Subsequent Event [Line Items] | |||
Share-based compensation arrangement by share-based payment award, number of additional shares authorized | 1,918,879 | 1,158,866 | |
2014 Employee Stock Purchase Plan | |||
Subsequent Event [Line Items] | |||
Share-based compensation arrangement by share-based payment award, number of additional shares authorized | 29,411 | 29,411 | |
Subsequent Event | New Jersey | |||
Subsequent Event [Line Items] | |||
Proceeds from sale of net operating loss and research and development tax credit carryforwards | $ 3.1 | ||
Subsequent Event | 2014 Equity Incentive Plan | |||
Subsequent Event [Line Items] | |||
Share-based compensation arrangement by share-based payment award, number of additional shares authorized | 3,896,548 | ||
Subsequent Event | 2014 Employee Stock Purchase Plan | |||
Subsequent Event [Line Items] | |||
Share-based compensation arrangement by share-based payment award, number of additional shares authorized | 29,411 |