Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Feb. 12, 2018 | Jun. 30, 2017 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | MNOV | ||
Entity Registrant Name | MEDICINOVA INC | ||
Entity Central Index Key | 1,226,616 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 40,928,546 | ||
Entity Public Float | $ 172,754,300 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 27,991,743 | $ 24,118,037 |
Prepaid expense and other current assets | 336,580 | 585,810 |
Total current assets | 28,328,323 | 24,703,847 |
Goodwill | 9,600,240 | 9,600,240 |
In-process research and development | 4,800,000 | 4,800,000 |
Investment in joint venture | 616,657 | 618,330 |
Property and equipment, net | 62,886 | 90,717 |
Other long-term assets | 10,958 | |
Total assets | 43,419,064 | 39,813,134 |
Current liabilities: | ||
Accounts payable | 1,520,225 | 367,275 |
Accrued liabilities | 1,360,744 | 1,262,800 |
Total current liabilities | 2,880,969 | 1,630,075 |
Long-term deferred rent and lease liability | 967 | |
Deferred tax liability | 201,792 | 1,956,000 |
Long-term deferred revenue | 1,694,163 | 1,694,163 |
Total liabilities | 4,776,924 | 5,281,205 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Common stock, $0.001 par value; 100,000,000 shares authorized at December 31, 2017 and December 31, 2016; 36,452,893 and 34,523,678 shares issued and outstanding at December 31, 2017 and December 31, 2016, respectively | 36,453 | 34,525 |
Additional paid-in capital | 380,156,510 | 364,886,468 |
Accumulated other comprehensive loss | (94,623) | (96,000) |
Accumulated deficit | (341,456,200) | (330,293,064) |
Total stockholders’ equity | 38,642,140 | 34,531,929 |
Total liabilities and stockholders’ equity | $ 43,419,064 | $ 39,813,134 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
Statement Of Financial Position [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 36,452,893 | 34,523,678 |
Common stock, shares outstanding | 36,452,893 | 34,523,678 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Operating expenses: | |||
Research, development and patent | $ 4,223,746 | $ 3,519,172 | $ 3,017,169 |
General and administrative | 8,803,347 | 7,362,662 | 5,805,217 |
Total operating expenses | 13,027,093 | 10,881,834 | 8,822,386 |
Operating loss | (13,027,093) | (10,881,834) | (8,822,386) |
Other expense | (25,303) | (46,584) | (54,206) |
Interest expense | (298) | (454) | (514) |
Other income | 145,508 | 66,647 | 39,386 |
Loss before income taxes | (12,907,186) | (10,862,225) | (8,837,720) |
Income tax benefit (expense) | 1,744,050 | (3,754) | (7,359) |
Net loss applicable to common stockholders | $ (11,163,136) | $ (10,865,979) | $ (8,845,079) |
Basic and diluted net loss per common share | $ (0.32) | $ (0.33) | $ (0.33) |
Shares used to compute basic and diluted net loss per share | 35,137,028 | 32,986,740 | 26,578,770 |
Net loss applicable to common stockholders | $ (11,163,136) | $ (10,865,979) | $ (8,845,079) |
Other comprehensive income (loss), net of tax: | |||
Foreign currency translation adjustments | 1,377 | 6,765 | (1,788) |
Comprehensive loss | $ (11,161,759) | $ (10,859,214) | $ (8,846,867) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) | Total | Preferred stock | Common stock | Additional paid-in capital | Accumulated other comprehensive income (loss) | Accumulated deficit |
Beginning Balance at Dec. 31, 2014 | $ 22,010,589 | $ 2,200 | $ 24,437 | $ 332,666,935 | $ (100,977) | $ (310,582,006) |
Beginning Balance (in shares) at Dec. 31, 2014 | 220,000 | 24,436,317 | ||||
Share-based compensation | 2,025,500 | 2,025,500 | ||||
Issuance of shares under an employee stock purchase plan | 89,909 | $ 35 | 89,874 | |||
Issuance of shares under an employee stock purchase plan (in shares) | 35,178 | |||||
Issuance of common stock under at-the-market equity distribution and sales agreements, net of offering costs | 607,528 | $ 233 | 607,295 | |||
Issuance of common stock under at-the-market equity distribution and sales agreements, net of offering costs (in shares) | 232,800 | |||||
Issuance of common stock, net of offering costs | 15,993,683 | $ 5,000 | 15,988,683 | |||
Issuance of common stock, net of offering costs (in shares) | 5,000,000 | |||||
Exercise of warrants | 872,632 | $ 252 | 872,380 | |||
Exercise of warrants, shares | 252,200 | |||||
Net loss | (8,845,079) | (8,845,079) | ||||
Foreign currency translation adjustments | (1,788) | (1,788) | ||||
Ending Balance at Dec. 31, 2015 | 32,752,974 | $ 2,200 | $ 29,957 | 352,250,667 | (102,765) | (319,427,085) |
Ending Balance (in shares) at Dec. 31, 2015 | 220,000 | 29,956,495 | ||||
Share-based compensation | 3,972,533 | 3,972,533 | ||||
Issuance of shares under an employee stock purchase plan | 87,729 | $ 27 | 87,702 | |||
Issuance of shares under an employee stock purchase plan (in shares) | 26,650 | |||||
Issuance of common stock under at-the-market equity distribution and sales agreements, net of offering costs | 159,529 | $ 36 | 159,493 | |||
Issuance of common stock under at-the-market equity distribution and sales agreements, net of offering costs (in shares) | 36,248 | |||||
Conversion of preferred stock to common stock | $ (2,200) | $ 2,200 | ||||
Conversion of preferred stock to common stock ( in shares) | (220,000) | 2,200,000 | ||||
Issuance of common stock for option exercises | $ 829,526 | $ 173 | 829,353 | |||
Issuance of common stock for option exercises (in shares) | 172,585 | 172,585 | ||||
Exercise of warrants | $ 7,588,852 | $ 2,132 | 7,586,720 | |||
Exercise of warrants, shares | 2,131,700 | |||||
Net loss | (10,865,979) | (10,865,979) | ||||
Foreign currency translation adjustments | 6,765 | 6,765 | ||||
Ending Balance at Dec. 31, 2016 | 34,531,929 | $ 34,525 | 364,886,468 | (96,000) | (330,293,064) | |
Ending Balance (in shares) at Dec. 31, 2016 | 34,523,678 | |||||
Share-based compensation | 4,474,945 | 4,474,945 | ||||
Issuance of shares under an employee stock purchase plan | $ 77,319 | $ 15 | 77,304 | |||
Issuance of shares under an employee stock purchase plan (in shares) | 15,153 | 15,153 | ||||
Issuance of common stock under at-the-market equity distribution and sales agreements, net of offering costs | $ 9,891,315 | $ 1,689 | 9,889,626 | |||
Issuance of common stock under at-the-market equity distribution and sales agreements, net of offering costs (in shares) | 1,689,436 | |||||
Issuance of common stock for option exercises | $ 426,013 | $ 105 | 425,908 | |||
Issuance of common stock for option exercises (in shares) | 105,579 | 105,579 | ||||
Exercise of warrants | $ 402,378 | $ 119 | 402,259 | |||
Exercise of warrants, shares | 119,047 | |||||
Net loss | (11,163,136) | (11,163,136) | ||||
Foreign currency translation adjustments | 1,377 | 1,377 | ||||
Ending Balance at Dec. 31, 2017 | $ 38,642,140 | $ 36,453 | $ 380,156,510 | $ (94,623) | $ (341,456,200) | |
Ending Balance (in shares) at Dec. 31, 2017 | 36,452,893 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Operating activities: | |||
Net loss | $ (11,163,136) | $ (10,865,979) | $ (8,845,079) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | |||
Non-cash share-based compensation | 4,474,945 | 3,972,533 | 2,025,500 |
Depreciation and amortization | 28,098 | 14,127 | 26,704 |
Tax benefit from fluctuations in other comprehensive income | (1,901) | ||
Change in equity method investment | 1,673 | 32,139 | 34,319 |
Changes in assets and liabilities: | |||
Receivables, prepaid expenses and other assets | 242,064 | 175,495 | (284,538) |
Accounts payable, accrued liabilities and other current liabilities | 1,246,630 | 127,373 | (109,276) |
Deferred tax liability, deferred revenue and other long term liabilities | (1,754,208) | ||
Net cash used in operating activities | (6,923,934) | (6,546,213) | (7,152,370) |
Investing activities: | |||
Acquisitions of property and equipment | (84,483) | (2,320) | |
Net cash provided by (used) in investing activities | (84,483) | (2,320) | |
Financing activities: | |||
Proceeds from issuance of common stock, exercise of common stock options and warrants, net of issuance costs | 10,719,707 | 8,577,907 | 17,473,843 |
Proceeds from issuance of equity under ESPP | 77,319 | 87,729 | 89,909 |
Net cash provided by financing activities | 10,797,026 | 8,665,636 | 17,563,752 |
Effects of foreign exchange rates on cash | 614 | 6,348 | (1,748) |
Net increase in cash and cash equivalents | 3,873,706 | 2,041,288 | 10,407,314 |
Cash and cash equivalents, beginning of period | 24,118,037 | 22,076,749 | 11,669,435 |
Cash and cash equivalents, end of period | 27,991,743 | 24,118,037 | 22,076,749 |
Supplemental disclosure of cash flow information: | |||
Income taxes paid | $ 9,203 | $ 6,035 | $ 7,443 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Organization and Summary of Significant Accounting Policies | 1. Organization and Summary of Significant Accounting Policies Organization and Business The Company was incorporated in the state of Delaware in September 2000 and is a public company. The Company’s common stock is listed in both the United States and Japan and trades on The NASDAQ Global Market and the JASDAQ Market of the Tokyo Stock Exchange. The Company is a biopharmaceutical company focused on acquiring and developing novel, small molecule therapeutics for the treatment of serious diseases with unmet medical needs with a commercial focus on the United States market. The Company’s current strategy is to focus its development activities on MN-166 (ibudilast) for neurological disorders such as progressive multiple sclerosis (MS), amyotrophic lateral sclerosis (ALS) and substance dependence and addiction ( e.g., As of December 31, 2017, the Company had available cash and cash equivalents of $28.0 million and working capital of $25.4 million. Principles of Consolidation The consolidated financial statements include the accounts of MediciNova, Inc. and its wholly-owned subsidiaries MediciNova (Europe) Limited, MediciNova Japan, Inc. and Avigen, Inc. All intercompany transactions and balances are eliminated in consolidation. MediciNova (Europe) Limited was incorporated under the laws of England in 2006. As of December 31, 2017, there have been no significant transactions related to MediciNova (Europe) Limited. MediciNova Japan, Inc. was incorporated in Japan in 2007. Segment Reporting The Company operates in a single operating segment – the acquisition and development of small molecule therapeutics for the treatment of serious diseases with unmet medical needs. Use of Estimates The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents Cash and cash equivalents consist of cash and other highly liquid investments with original maturities of three months or less from the date of purchase. Cash equivalents at December 31, 2017 consisted of money market funds. Concentrations and Credit Risk The Company maintains cash balances at various financial institutions and such balances commonly exceed the $250,000 amount insured by the Federal Deposit Insurance Corporation. The Company also maintains money market funds at various financial institutions which are not federally insured although are invested primarily in U.S. government securities. The Company has not experienced any losses in such accounts and management believes that the Company does not have significant credit risk with respect to such cash and cash equivalents. Fair Value of Financial Instruments Financial instruments, including cash and cash equivalents, prepaid expenses and other current assets, accounts payable and accrued liabilities, are carried at cost, which management believes approximates fair value because of the short-term maturity of these instruments. Goodwill and Purchased Intangibles The Company records goodwill and other intangible assets based on the fair value of the assets acquired. In determining the fair value of the assets acquired, the Company utilizes extensive accounting estimates and judgments to allocate the purchase price to the fair value of the net tangible and intangible assets acquired. The Company uses the discounted cash flow method to estimate the value of intangible assets acquired. The Company assesses goodwill and indefinite lived intangible assets for impairment using fair value measurement techniques on an annual basis during the fourth quarter of the year, or more frequently if indicators of impairment exist. The impairment evaluation is performed assuming that the Company operates in a single operating segment and reporting unit. When impaired, the carrying value of goodwill is written down to fair value. The goodwill impairment test involves consideration of qualitative information to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying value. If such a determination is made, then the traditional two-step goodwill impairment test is applied. The first step, identifying a potential impairment, compares the fair value of a reporting unit with its carrying amount, including goodwill. If the carrying value of the reporting unit exceeds its fair value, the second step would need to be conducted; otherwise, no further steps are necessary as no potential impairment exists. The second step, measuring the impairment loss, compares the implied fair value of the reporting unit goodwill with the carrying amount of that goodwill. Any excess of the reporting unit goodwill carrying value over the respective implied fair value is recognized as an impairment loss. There was no impairment of goodwill for all periods presented. The Company periodically re-evaluates the original assumptions and rationale utilized in the establishment of the carrying value and estimated lives of its long-lived assets. The criteria used for these evaluations include management’s estimate of the asset’s continuing ability to generate income from operations and positive cash flows in future periods as well as the strategic significance of any intangible assets in the Company’s business objectives. If assets are considered to be impaired, the impairment recognized is the amount by which the carrying value of the assets exceeds the fair value of the assets. There was no impairment of long-lived assets for the periods presented. Research, Development and Patents Research and development costs are expensed in the period incurred. Research and development costs primarily consist of salaries and related expenses for personnel, facilities and depreciation, research and development supplies, licenses and outside services. Such research and development costs totaled $3.9 million, $3.1 million and $2.7 million for the years ended December 31, 2017, 2016 Costs related to filing and pursuing patent applications are expensed as incurred, as recoverability of such expenditures is uncertain. The Company includes all external costs related to the filing of patents on developments in Research, Development and Patents expenses. Such patent-related expenses totaled $0.3 million, $0.4 million and $0.3 million for the years ended December 31, 2017, 2016 Share-Based Compensation The Company estimates the fair value of stock options using the Black-Scholes option pricing model on the date of grant. The fair value of equity instruments expected to vest are recognized and amortized on a straight-line basis over the requisite service period of the award, which is generally three to four years; however, the Company’s equity compensation plans provide for any vesting schedule as the board may deem appropriate. Net Loss Per Share The Company computes basic net loss per share using the weighted average number of common shares outstanding during the period. Diluted net income per share is based upon the weighted average number of common shares and potentially dilutive securities (common share equivalents) outstanding during the period. Common share equivalents outstanding, determined using the treasury stock method, are comprised of shares that may be issued under the Company’s stock option agreements and warrants. Common share equivalents were excluded from the diluted net loss per share calculation because of their anti-dilutive effect for all periods presented. Potentially dilutive outstanding securities excluded from diluted net loss per common share because of their anti-dilutive effect for the periods presented are as follows: December 31, 2017 2016 2015 Convertible preferred stock, as converted — — 2,200,000 Stock options 5,514,038 4,432,017 4,133,969 Warrants 750,000 1,067,067 3,406,367 Total 6,264,038 5,499,084 9,740,336 Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) amended the existing accounting standards for revenue recognition. The amendments are based on the principle that revenue should be recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for said goods or services. The Company is required to adopt the amendments beginning January 1, 2018. The amendments may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of initial application (“modified retrospective method”). We have adopted the standard as of January 1, 2018 and determined that there will be no impact on our financial statements as we currently do not have any revenue contracts within the scope of the new guidance. We will continue to account for our agreement to perform research and development services for Kissei Pharmaceutical Co., Ltd as a collaborative arrangement with no change to the method of recognizing revenues for this contract. In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases, which introduces the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous guidance. The new standard establishes a right-of-use ("ROU") model that requires a lessee to record an ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. The new standard is effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years with early adoption permitted. We are evaluating the impact that the adoption of this standard will have on our financial statements. In March 2016, the FASB issued Accounting Standard Update No. 2016-09, "Improvements to Employee Share-Based Payment Accounting." Current GAAP requires an entity to recognize excess tax benefit or deficiency as additional paid-in capital. To simplify the presentation of stock compensation, the amendments in this Update require that the excess tax benefit or deficiency is recognized as expense. For public business entities, the amendments in this update are effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The FASB further provides that this Update may be applied on a modified retrospective basis to all periods presented. The Company chose to adopt the update prospectively beginning in the year ended December 31, 2017. Prior periods have not been retrospectively adjusted, and given the Company's full valuation position there is no quantitative impact to the financial statements. In November 2015, the FASB issued Accounting Standard Update No. 2015-17, "Balance Sheet Classification of Deferred Taxes", an update to ASC 740, Income Taxes. Current GAAP requires an entity to separate deferred income tax liabilities and assets into current and noncurrent amounts in a classified statement of financial position. To simplify the presentation of deferred income taxes, the amendments in this Update require that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The current requirement that deferred tax liabilities and assets of a tax-paying component of an entity be offset and presented as a single amount is not affected by the amendments in this Update. For public business entities, the amendments in this update are effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The FASB further provides that this update may be applied to all deferred tax liabilities and assets prospectively to all periods presented. The Company has chosen to adopt the update prospectively for the year ended December 31, 2017 and thereafter. |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2017 | |
Revenue Recognition [Abstract] | |
Revenue Recognition | 2. Revenue Recognition Revenue Recognition Policy Revenues consist of milestone payments and research and development services. Milestone payments are recognized as revenue upon achievement of pre-defined scientific events, which require substantive effort, and for which achievement of the milestone was not readily assured at the inception of the agreement. Milestones that do not meet the criteria for accounting under the milestone method because the payments are solely contingent upon the performance of a third party are accounted for as contingent revenue. Research and development services are recognized as research costs are incurred over the period the services are performed. For all other revenue the Company recognizes revenues when all four of the following criteria are met: (1) persuasive evidence that an arrangement exists; (2) delivery of the products and/or services has occurred; (3) the selling price is fixed or determinable; and (4) collectability is reasonably assured. Kissei Pharmaceutical Co., Ltd In October 2011, the Company entered into a collaboration agreement with Kissei Pharmaceutical Co., Ltd., or Kissei, to perform research and development services relating to MN-221 in exchange for a non-refundable upfront payment of $2.5 million. Under the terms of the agreement the Company is responsible for all costs to be incurred in the performance of these services. Certain of these research and development services were completed in 2013 and 2012, and the remaining services are expected to be delivered and completed after 2018. The Company assessed the deliverables in accordance with the authoritative guidance and concluded the existence of one deliverable, research and development services. As such, revenue is being recognized as the research and development services are performed. The amount received from Kissei, net of the amount recorded as revenue, is included on the balance sheet as long-term deferred revenue and will be recognized as revenue as the remaining services are performed. No revenue was recorded in 2017, 2016 or 2015 in connection with the collaboration agreement with Kissei. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 3. Fair Value Measurements Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, a three-tier fair value hierarchy has been established, which prioritizes the inputs used in measuring fair value as follows: Level 1: Observable inputs such as quoted prices in active markets; Level 2: Inputs are quoted prices for similar items in active markets or inputs are quoted prices for identical or similar items in markets that are not active near the measurement date; and Level 3: Unobservable inputs due to little or no market data, which require the reporting entity to develop its own assumptions Cash equivalents including money market accounts of $666,265 and $661,287 measured at fair value as of December 31, 2017 and 2016, respectively, are classified within Level 1. |
Balance Sheet Details
Balance Sheet Details | 12 Months Ended |
Dec. 31, 2017 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Balance Sheet Details | 4. Balance Sheet Details Property and Equipment Property and equipment, net, consist of the following: December 31, 2017 2016 Leasehold improvements $ 15,742 $ 20,157 Furniture and equipment 233,441 284,585 Software 285,418 285,375 534,601 590,117 Less accumulated depreciation and amortization (471,715 ) (499,400 ) Property and equipment, net $ 62,886 $ 90,717 The Company uses the straight-line method to record depreciation expense with useful lives of three to five years. Depreciation and amortization of property and equipment of $28,098, $14,127, $26,704, was recorded for the years ended December 31, 2017, 2016 and 2015, respectively. Accrued Liabilities Accrued liabilities consist of the following: December 31, 2017 2016 Accrued compensation $ 952,470 $ 882,090 Research and development costs 122,665 191,343 Professional services fees 144,105 43,767 Other 141,504 145,600 $ 1,360,744 $ 1,262,800 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 5. Related Party Transactions On October 13, 2011, the Company entered into a services agreement with Kissei to perform two separate studies relating to MN-221 in exchange for $2.5 million paid to the Company in October 2011. The Company is responsible for all costs to be incurred in the performance of these studies. The amount received from Kissei, net of the amount recorded as revenue through December 31, 2017, is included on the balance sheet at December 31, 2017 and 2016 as deferred revenue and will be recognized as revenue in future periods as the Company performs the remaining services. On September 26, 2011, the Company issued and sold to Kissei 220,000 shares of Series B Convertible Preferred Stock. Each share of the Series B Preferred stock was convertible into shares of common stock at a conversion rate of 1:10 at the option of the holder. On June 15, 2016, Kissei elected to convert all 220,000 preferred shares into 2,200,000 shares of common stock. As of December 31, 2016, Kissei is no longer considered a related party. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 6. Commitments and Contingencies Lease Commitments The Company subleases its office space under an operating lease with an initial term of four years and one month, expiring in December 2021. Rent expense for the years ended December 31, 2017, 2016 and 2015 was $254,593, $256,314 and $240,419, respectively. The difference between the minimum lease payments and the straight-line amount of total rent expense is recorded as deferred rent. Deferred rent at December 31, 2017 and 2016 was $253 and $11,042, respectively. As of December 31, 2017, the total estimated future annual minimum lease payments under the Company’s non-cancelable building and copier leases for the years ending after December 31, 2017 are as follows: Years ending December 31: 2018 $ 211,663 2019 187,574 2020 142,703 2021 148,419 Total minimum payments $ 690,359 Product Liability The Company’s business exposes it to liability risks from its potential drug products. A successful product liability claim or series of claims brought against the Company could result in the payment of significant amounts of money and divert management’s attention from running the business. The Company may not be able to maintain insurance on acceptable terms, or the insurance may not provide adequate protection in the case of a product liability claim. To the extent that product liability insurance, if available, does not cover potential claims, the Company would be required to self-insure the risks associated with such claims. The Company believes it carries reasonably adequate insurance for product liability. License and Research Agreements The Company has entered into in-licensing agreements with various pharmaceutical companies. Under the terms of these agreements, the Company has received licenses to research, know-how and technology claimed, in certain patents or patent applications. Under these license agreements, the Company is generally required to make upfront payments and additional payments upon the achievement of milestones and/or royalties on future sales of products until the later of the expiration of the applicable patent or the applicable last date of market exclusivity after the first commercial sale, on a country-by-country basis. No amounts have been expended under these agreements during the years ended December 31, 2017, 2016 or 2015. For products currently in development, future potential milestone payments based on product development are $10.0 million as of December 31, 2017. For all other products, future potential milestone payments related to development milestones and commercialization milestones totaled $33.5 million as of December 31, 2017. There are no minimum royalties required under any of the license agreements. The Company is unable to estimate with certainty the timing on when these milestone payments will occur as these payments are dependent upon the progress of the Company’s product development programs. Legal Proceedings From time to time, the Company may be subject to legal proceedings and claims in the ordinary course of business. The Company is not aware of any such proceedings or claims that it believes will have, individually or in aggregate, a material adverse effect on its business, financial condition or results of operations. |
Joint Venture
Joint Venture | 12 Months Ended |
Dec. 31, 2017 | |
Equity Method Investments And Joint Ventures [Abstract] | |
Joint Venture | 7. Joint Venture The Company entered into an agreement to form a joint venture company with Zhejiang Medicine Co., Ltd. and Beijing Medfron Medical Technologies Co., Ltd. (formerly Beijing Make-Friend Medicine Technology Co., Ltd.) effective September 27, 2011. The joint venture agreement provides for the joint venture company, Zhejiang Sunmy Bio-Medical Co., Ltd. (Zhejiang Sunmy), to develop and commercialize MN-221 in China and pursue additional compounds to develop, each with a 50% interest in Zhejiang Sunmy. Zhejiang Sunmy was a variable interest entity for which the Company is not the primary beneficiary as the Company does not have a majority of the board seats and does not have power to direct or significantly influence the actions of the entity. The activities of Zhejiang Sunmy are accounted for under the equity method whereby the Company absorbs any loss or income generated by Zhejiang Sunmy according to the Company’s percentage ownership. . At December 31, 2016, the investment is reflected as a long-term asset on the Company’s consolidated balance sheets which represents the investment and maximum loss exposure in Zhejiang Sunmy, net of the Company’s portion of any generated loss or income. On July 24, 2017, the Company and Beijing Medfron Medical Technologies Co., Ltd. agreed to dissolve Zhejiang Sunmy, subject to approval by applicable Chinese regulatory authorities which was granted on December 11, 2017. we reflect a long-term asset on our consolidated balance sheet which represents our investment in Zhejiang Sunmy, net of our portion of any generated loss or income. |
Share-based Compensation
Share-based Compensation | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share-based Compensation | 8. Share-based Compensation Stock Incentive Plans In June 2013, the Company adopted the 2013 Equity Incentive Plan, or 2013 Plan, under which the Company may grant stock options, stock appreciation rights, restricted stock, restricted stock units and other awards to individuals who are then employees, officers, non-employee directors or consultants of the Company or its subsidiaries. The 2013 Plan is the successor to the Company’s Amended and Restated 2004 Stock Incentive Plan, or 2004 Plan. A total of 2,500,000 shares of common stock were initially reserved for issuance under the 2013 Plan. At the annual meeting of stockholders held in June 2017, the Company’s stockholders approved an amendment to the 2013 Plan to increase the number of shares of common stock reserved for issuance under the plan by 1,200,000 shares. In addition, “returning shares” that may become available from time to time are added back to the plan. “Returning shares” are shares that are subject to outstanding awards granted under the 2004 Plan that expire or terminate prior to exercise or settlement, are forfeited because of the failure to vest, are repurchased, or are withheld to satisfy tax withholding or purchase price obligations in connection with such awards. Although the Company no longer grants equity awards under the 2004 Plan, all outstanding stock awards granted under the 2004 Plan will continue to be subject to the terms and conditions as set forth in the agreements evidencing such stock awards and the terms of the 2004 Plan. As of December 31, 2017, 1,215,592 shares remain available for future grant under the 2013 Plan. We occasionally issue employee performance-based stock options, the vesting of which is based on a determination made by our board of directors as to the achievement of certain corporate objectives at the end of the performance period. The grant date of such awards is the date on which our board of directors makes its determination. For periods preceding the grant date, the expense related to these awards is measured based on their fair value at each reporting date. Stock Options Options granted under the 2013 Plan and 2004 Plan have terms of ten years from the date of grant unless earlier terminated and generally vest over a three or four-year period. The exercise price of all options granted during the years ended December 31, 2017, 2016 and 2015 was equal to the market value of the Company’s common stock on the date of grant. A summary of stock option activity and related information for the years ended December 31, 2017, 2016 and 2015 is as follows: Number of Option Weighted Average Exercise Price Outstanding at December 31, 2014 3,447,969 $ 5.00 Granted 689,000 $ 3.14 Exercised — $ - Cancelled (3,000 ) $ 9.27 Outstanding at December 31, 2015 4,133,969 $ 4.69 Granted 1,158,000 $ 4.00 Exercised (172,585 ) $ 4.81 Cancelled (687,367 ) $ 11.27 Outstanding at December 31, 2016 4,432,017 $ 3.47 Granted 1,195,000 $ 6.10 Exercised (105,579 ) $ 4.04 Cancelled (7,400 ) $ 7.76 Outstanding at December 31, 2017 5,514,038 $ 4.03 Exercisable at December 31, 2017 4,252,201 $ 3.47 Vested and expected to vest at December 31, 2017 5,514,038 $ 4.03 Cash received from stock option exercises for the years ended December 31, 2017, 2016 and 2015 was $426,013, $829,526 and $0, respectively. The aggregate intrinsic value of options exercised was $198,164, $414,572 and $0 for the years ended December 31, 2017, 2016 and 2015, respectively. Options outstanding and exercisable at December 31, 2017 had a weighted average contractual life of 6.58 and 6.53 years, respectively. As of December 31, 2017 and 2016, the total intrinsic value of options outstanding was $13.6 million and $11.5 million, respectively. Total intrinsic value of options exercisable was $12.9 million and $9.2 million as of December 31, 2017 and 2016, respectively. Employee Stock Purchase Plan Under the Company’s 2007 Employee Stock Purchase Plan, or ESPP, 300,000 shares of common stock were originally reserved for issuance. In addition, the shares reserved automatically increase each year by a number equal to the lesser of: (i) 15,000 shares; (ii) 1% of the outstanding shares of common stock on the last day of the immediately preceding fiscal year; or (iii) such lesser amount as determined by the Board. The ESPP permits full-time employees to purchase common stock through payroll deductions (which cannot exceed 15% of each employee’s compensation) at the lower of 85% of fair market value at the beginning of the offering period or the end of each six-month offering period. The ESPP is considered a compensatory plan and the Company records compensation expense. For the year ended December 31, 2017, an aggregate of 15,153 shares were issued under the ESPP, leaving 183,972 shares available for future issuance. Compensation Expense The estimated fair value of each stock option award was determined on the date of grant using the Black-Scholes option valuation model with the following weighted-average assumptions for stock option grants: Year Ended December 31, 2017 2016 2015 Stock Options Risk-free interest rate 2.06 % 1.60 % 1.48 % Expected volatility of common stock 72.55 % 78.30 % 79.28 % Dividend yield 0.00 % 0.00 % 0.00 % Expected option term (in years) 5.67 5.57 5.49 The estimated fair value of employee stock purchase rights under the Company’s ESPP was determined on the date of grant using the Black-Scholes option valuation model with the following weighted-average assumptions for stock option grants: Year Ended December 31, 2017 2016 2015 Employee Stock Purchase Plan Risk-free interest rate 1.09 % 0.44 % 0.10 % Expected volatility of common stock 38.34 % 51.65 % 76.52 % Dividend yield 0.00 % 0.00 % 0.00 % Expected option term (in years) 0.5 0.5 0.5 The risk-free interest rate assumption is based upon observed interest rates appropriate for the expected term of employee stock options. The expected volatility is based on the historical volatility of the Company’s common stock. The Company has not paid nor does the Company anticipate paying dividends on its common stock in the foreseeable future. The expected term of employee stock options is based on the simplified method as provided by the authoritative guidance on stock compensation, as the historical stock option exercise experience does not provide a reasonable basis to estimate the expected term. The weighted-average fair value of each stock option granted during the years ended December 31, 2017, 2016 and 2015, estimated as of the grant date using the Black-Scholes option valuation model, was $3.78 per option, $2.64 per option and $2.08 per option, respectively. Share-based compensation expense for stock option awards and ESPP shares are reflected in total operating expense for each respective year. For the years ended December 31, 2017, 2016 and 2015, share-based compensation expense related to stock options and the ESPP was $4.5 million, $4.0 million and $2.0 million, respectively, of which $3.1 million, $2.9 million and $1.5 million was recorded as a component of general and administrative expense, respectively, and $1.4 million, $1.1 million and $0.5 million was recorded as a component of research, development and patents expense, respectively. As of December 31, 2017, there was $0.4 million of unamortized compensation cost related to unvested stock option awards which is expected to be recognized over a remaining weighted-average vesting period of 0.91 years, on a straight-line basis. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Stockholders' Equity | 9. Stockholders’ Equity Equity Offerings On October 16, 2013, the Company entered into an at-the-market equity distribution agreement with Macquarie Capital (USA) Inc., or MCUSA, pursuant to which the Company could sell common stock through MCUSA from time to time up to an aggregate offering price of $10.0 million. The at-the-market equity distribution agreement with MCUSA was terminated on May 22, 2015, and as of such date, the Company had completed sales to MCUSA totaling 2,127,500 shares of common stock at prices ranging from $2.01 to $4.45 per share, generating gross and net proceeds of $5.3 million and $4.5 million, respectively. For the year ended December 31, 2015, the Company generated gross and net proceeds of $0.9 million and $0.7 million, respectively, on the sale of 225,000 shares of common stock under this agreement. On May 22, 2015, the Company entered into an at-the-market issuance sales agreement (the “ATM Agreement”) with MLV & Co. LLC, or MLV, pursuant to which the Company may sell common stock through MLV from time to time up to an aggregate offering price of $30.0 million. Sales of the Company’s common stock through MLV, if any, can be made by any method that is deemed to be an “at-the-market” equity offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, including sales made directly on NASDAQ, on any other existing trading market for the common stock or to or through a market maker. MLV may also sell the common stock in privately negotiated transactions, subject to the Company’s prior approval. is not obligated to make any sales of common stock under the sales agreement and may terminate the sales agreement at any time upon written notice. On September 16, 2016, the Company entered into an amendment No. 1 to the ATM Agreement to also include FBR Capital Markets & Co as a sales agent. The following table summarizes the activity under the ATM agreements for the following periods (in thousands except share price and shares sold): Year Ended December 31, 2017 2016 2015 Gross proceeds $ 10,303.0 $ 264.0 $ 884.0 Net proceeds $ 9,891.3 $ 159.5 $ 607.5 Shares sold 1,689,436 36,248 232,800 Price range $5.30 - 6.98 $6.90 - 7.54 $4.16 - 4.23 Warrants During the year ended December 31, 2017, 119,047 shares of the Company’s common stock were issued upon exercise of warrants for gross proceeds of $0.4 million with warrants exercisable for 198,020 shares expiring unexercised on May 10, 2017. During the years ended December 31, 2016 and 2015, 2,131,700 and 252,200 shares of the Company’s common stock were issued upon exercise of warrants for gross proceeds of $7.6 million and $0.9 million, respectively, with warrants exercisable for 207,600 shares expiring unexercised in 2016. As of December 31, 2017, the Company has warrants exercisable for 750,000 shares outstanding at an exercise price of $3.15 per share, which expire on May 9, 2018. These warrants were accounted for as equity at issuance. Common Stock Reserved for Future Issuance The following table summarizes common stock reserved for future issuance at December 31, 2017: Common Stock reserved for issuance under the ESPP 183,972 Common stock reserved for issuance upon exercise of warrants outstanding 750,000 Common stock reserved for issuance upon exercise of options outstanding (under the 2004 Plan and 2013 Plan) 5,514,038 Common stock reserved for future equity awards (under the 2013 Plan) 1,215,592 7,663,602 Public Offering On August 24, 2015, the Company completed a firm-commitment underwritten public offering of 5,000,000 shares of common stock at a purchase price of $3.50 per share for gross proceeds of $17.5 million, and received net proceeds of approximately $16.0 million, net of underwriting discounts and commissions and offering expenses. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. Income Taxes A reconciliation of loss before income taxes for domestic and foreign locations for the years ended December 31, 2017, 2016 2017 2016 2015 United States $ (12,940,362 ) $ (10,892,275 ) $ (8,866,201 ) Foreign 33,176 30,050 28,481 Loss before income taxes $ (12,907,186 ) $ (10,862,225 ) $ (8,837,720 ) A reconciliation of income tax benefit (expense) for the years ended December 31, 2017, 2016 and 2015 is as follows: Current: 2017 2016 2015 Federal $ — $ 1,489 $ — State — 412 — Foreign (10,158 ) (5,655 ) (7,359 ) Total current income tax benefit (expense) (10,158 ) (3,754 ) (7,359 ) Deferred: Federal 1,329,888 — — State 424,320 — — Foreign — — — Total deferred income tax benefit (expense) 1,754,208 — — Total income tax benefit (expense) $ 1,744,050 $ (3,754 ) $ (7,359 ) The significant components of deferred income taxes at December 31, 2017, 2016 and 2015 are as follows: Deferred tax assets: 2017 2016 2015 Net operating loss carryforwards $ 59,480,000 $ 90,211,000 $ 88,900,000 Capitalized licenses 429,000 838,000 1,084,000 Research tax credits 8,160,000 7,776,000 7,677,000 Stock options 2,585,000 2,384,000 2,624,000 Other, net 572,000 777,000 763,000 Total deferred tax assets 71,226,000 101,986,000 101,048,000 Deferred tax liabilities In process R&D (1,343,000 ) (1,956,000 ) (1,956,000 ) Total deferred tax liabilities (1,343,000 ) (1,956,000 ) (1,956,000 ) Net deferred tax assets 69,883,000 100,030,000 99,092,000 Valuation allowance (70,086,000 ) (101,986,000 ) (101,048,000 ) Net deferred tax liability $ (203,000 ) $ (1,956,000 ) $ (1,956,000 ) The Company has established a valuation allowance against net deferred tax assets due to the uncertainty that such assets will be realized. The Company periodically evaluates the recoverability of the deferred tax assets. At such time as it is determined that it is more likely than not that deferred tax assets will be realizable, the valuation allowance will be reduced. At December 31, 2017, the Company has federal and California net operating losses, or NOL, carryforwards of approximately $239.9 million and $130.5 million, respectively. The federal NOL carryforwards begin to expire in 2020, and the California NOL carryforwards begin to expire in 2028. At December 31, 2017, the Company also had federal and California research tax credit carryforwards of approximately $6.8 million and $1.8 million, respectively. The federal research tax credit carryforwards begin to expire in 2024, and the California research tax credit carryforward does not expire and can be carried forward indefinitely until utilized. The above NOL carryforward and the research tax credit carryforwards are subject to an annual limitation under Section 382 and 383 of the Internal Revenue Code of 1986, and similar state provisions due to ownership change limitations that have occurred which will limit the amount of NOL and tax credit carryforwards that can be utilized to offset future taxable income and tax, respectively. In general, an ownership change, as defined by Section 382 and 383, results from transactions increasing ownership of certain stockholders or public groups in the stock of the corporation by more than 50 percentage points over a three-year period. The Company has not completed an IRC Section 382/383 analysis since 2011 regarding the limitation of net operating loss and research and development credit carryforwards. There is a risk that additional changes in ownership have occurred since the completion of the Company’s analysis, which was through December 2011. If a change in ownership were to have occurred, additional NOL and tax credit carryforwards could be eliminated or restricted. If eliminated, the related asset would be removed from the deferred tax asset schedule with a corresponding reduction in the valuation allowance. Due to the existence of the valuation allowance, limitations created by future ownership changes, if any, related to the Company’s operations in the United States will not impact the Company’s effective tax rate. A reconciliation of the federal statutory income tax rate to the Company’s effective income tax rate is as follows: 2017 2016 2015 Federal statutory income tax rate 35.0 % 35.0 % 35.0 % State income taxes, net of federal benefit 5.2 3.5 5.2 Tax credits 1.1 0.9 1.4 Change in valuation allowance 247.4 (8.4 ) (13.5 ) Permanent differences (0.3 ) (0.1 ) (0.1 ) Expiration of attributes (18.7 ) (17.2 ) (24.6 ) Tax Cuts and Jobs Act (253.7 ) — — Stock compensation (2.9 ) (13.6 ) (3.4 ) Other 0.4 (0.1 ) (0.1 ) Provision for income taxes 13.5 % 0.0 % (0.1 )% On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “Act”) was signed into law making significant changes to the Internal Revenue Code. Changes include, but are not limited to, a corporate tax rate decrease from 35% to 21% effective for tax years beginning after December 31, 2017, the transition of U.S. international taxation from a worldwide tax system to a territorial system, and a one-time transition tax on the mandatory deemed repatriation of cumulative foreign earnings as of December 31, 2017. Under the Act, NOL deductions are limited to 80% of taxable income in future periods and NOLs can be carried forward indefinitely. The Company has calculated its best estimate of the impact of the Act in its year end income tax provision in accordance with its understanding of the Act and guidance available as of the date of this filing and as a result of the rate reduction, the company has reduced the deferred tax asset balance as of December 31, 2017 by $32.7 million and the valuation allowance by $33.4 million. Due to uncertainties which currently exist in the interpretation of the provisions of the Tax Cuts and Jobs Act of 2017 regarding Internal Revenue Code Section 162(m), the Company has not evaluated the potential impacts of IRC Section 162(m) as amended by the Tax Cuts and Jobs Act of 2017 on its financial statements. The provisional amount related to the one-time transition tax on the mandatory deemed repatriation of foreign earnings was $0.1 million additional taxable income based on cumulative foreign earnings of $0.2 million. On December 22, 2017, Staff Accounting Bulletin No. 118 ("SAB 118") was issued to address the application of US GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Act. In accordance with SAB 118, the Company has determined that the $0.6 million of the deferred tax benefit recorded in connection with the remeasurement of certain deferred tax assets and liabilities and the $0.1 million of additional taxable income recorded in connection with the transaction tax on the mandatory deemed repatriation of foreign earnings was a provisional amount and a reasonable estimate at December 31, 2017. Additional work is necessary to do a more detailed analysis of historical foreign earnings as well as potential correlative adjustments. Any subsequent adjustments to these amounts will be recorded in the third quarter of 2018 when the analysis is complete. The Company recorded a deferred tax benefit of $1.1 million of income tax benefit as management has reassessed the ability to utilize deferred tax liabilities associated with indefinite-lived intangibles as a source of income against tax attributes that can be carried forward indefinitely. The Company files income tax returns in the United States, California and foreign jurisdictions. Due to the Company’s losses incurred, the Company is essentially subject to income tax examination by tax authorities from inception to date. The Company’s policy is to recognize interest expense and penalties related to income tax matters as tax expense. At December 31, 2017, there are no unrecognized tax benefits, and there are not significant accruals for interest related to unrecognized tax benefits or tax penalties. |
Employee Savings Plan
Employee Savings Plan | 12 Months Ended |
Dec. 31, 2016 | |
Compensation And Retirement Disclosure [Abstract] | |
Employee Savings Plan | 11. Employee Savings Plan The Company has an employee savings plan available to substantially all employees. Under the plan, an employee may elect salary reductions which are contributed to the plan. The plan provides for discretionary contributions by the Company, which totaled $65,995, $66,289 and $64,749 for the years ended December 31, 2017, 2016 and 2015, respectively. |
Quarterly Financial Data
Quarterly Financial Data | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data | 12. Quarterly Financial Data (Unaudited) The following table presents certain quarterly financial data for eight consecutive quarters ended December 31, 2017.and 2016. The unaudited quarterly information has been prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, includes all adjustments, necessary for a fair presentation of this data (in thousands, except per share data). Year Ended December 31, 2017 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter Selected quarterly financial data: Total operating expenses $ 3,024 $ 2,805 $ 3,792 $ 3,406 Net loss (3,017 ) (2,789 ) (3,755 ) (1,602 ) Net loss applicable to common stockholders (3,017 ) (2,789 ) (3,755 ) (1,602 ) Basic and diluted net loss per common share(1) (0.09 ) (0.08 ) (0.11 ) (0.02 ) Year Ended December 31, 2016 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter Selected quarterly financial data: Total operating expenses $ 3,392 $ 3,205 $ 2,845 $ 1,440 Net loss (3,382 ) (3,199 ) (2,836 ) (1,449 ) Net loss applicable to common stockholders (3,382 ) (3,199 ) (2,836 ) (1,449 ) Basic and diluted net loss per common share(1) (0.11 ) (0.10 ) (0.08 ) (0.04 ) (1) Net loss per share is computed independently for each of the quarters presented. Therefore, the sum of the quarterly net income and loss per share will not necessarily equal the Annual Per Share Calculation. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | 13. Subsequent Events Public Offering On February 12, 2018, the Company completed a firm-commitment underwritten public offering of 4,419,890 shares of common stock at a purchase price of $9.05 per share for aggregate gross proceeds of $40.0 million, and received aggregate net proceeds of approximately $37.4 million, net of underwriting discounts and commissions and offering expenses. Additionally, the Company granted the underwriters a 30-day option to purchase up to an additional 662,983 shares of commons stock at the public offering price. |
Organization and Summary of S20
Organization and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of MediciNova, Inc. and its wholly-owned subsidiaries MediciNova (Europe) Limited, MediciNova Japan, Inc. and Avigen, Inc. All intercompany transactions and balances are eliminated in consolidation. MediciNova (Europe) Limited was incorporated under the laws of England in 2006. As of December 31, 2017, there have been no significant transactions related to MediciNova (Europe) Limited. MediciNova Japan, Inc. was incorporated in Japan in 2007. |
Segment Reporting | Segment Reporting The Company operates in a single operating segment – the acquisition and development of small molecule therapeutics for the treatment of serious diseases with unmet medical needs. |
Use of Estimates | Use of Estimates The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of cash and other highly liquid investments with original maturities of three months or less from the date of purchase. Cash equivalents at December 31, 2017 consisted of money market funds. |
Concentrations and Credit Risk | Concentrations and Credit Risk The Company maintains cash balances at various financial institutions and such balances commonly exceed the $250,000 amount insured by the Federal Deposit Insurance Corporation. The Company also maintains money market funds at various financial institutions which are not federally insured although are invested primarily in U.S. government securities. The Company has not experienced any losses in such accounts and management believes that the Company does not have significant credit risk with respect to such cash and cash equivalents. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Financial instruments, including cash and cash equivalents, prepaid expenses and other current assets, accounts payable and accrued liabilities, are carried at cost, which management believes approximates fair value because of the short-term maturity of these instruments. |
Goodwill and Purchased Intangibles | Goodwill and Purchased Intangibles The Company records goodwill and other intangible assets based on the fair value of the assets acquired. In determining the fair value of the assets acquired, the Company utilizes extensive accounting estimates and judgments to allocate the purchase price to the fair value of the net tangible and intangible assets acquired. The Company uses the discounted cash flow method to estimate the value of intangible assets acquired. The Company assesses goodwill and indefinite lived intangible assets for impairment using fair value measurement techniques on an annual basis during the fourth quarter of the year, or more frequently if indicators of impairment exist. The impairment evaluation is performed assuming that the Company operates in a single operating segment and reporting unit. When impaired, the carrying value of goodwill is written down to fair value. The goodwill impairment test involves consideration of qualitative information to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying value. If such a determination is made, then the traditional two-step goodwill impairment test is applied. The first step, identifying a potential impairment, compares the fair value of a reporting unit with its carrying amount, including goodwill. If the carrying value of the reporting unit exceeds its fair value, the second step would need to be conducted; otherwise, no further steps are necessary as no potential impairment exists. The second step, measuring the impairment loss, compares the implied fair value of the reporting unit goodwill with the carrying amount of that goodwill. Any excess of the reporting unit goodwill carrying value over the respective implied fair value is recognized as an impairment loss. There was no impairment of goodwill for all periods presented. The Company periodically re-evaluates the original assumptions and rationale utilized in the establishment of the carrying value and estimated lives of its long-lived assets. The criteria used for these evaluations include management’s estimate of the asset’s continuing ability to generate income from operations and positive cash flows in future periods as well as the strategic significance of any intangible assets in the Company’s business objectives. If assets are considered to be impaired, the impairment recognized is the amount by which the carrying value of the assets exceeds the fair value of the assets. There was no impairment of long-lived assets for the periods presented. |
Research, Development and Patents | Research, Development and Patents Research and development costs are expensed in the period incurred. Research and development costs primarily consist of salaries and related expenses for personnel, facilities and depreciation, research and development supplies, licenses and outside services. Such research and development costs totaled $3.9 million, $3.1 million and $2.7 million for the years ended December 31, 2017, 2016 Costs related to filing and pursuing patent applications are expensed as incurred, as recoverability of such expenditures is uncertain. The Company includes all external costs related to the filing of patents on developments in Research, Development and Patents expenses. Such patent-related expenses totaled $0.3 million, $0.4 million and $0.3 million for the years ended December 31, 2017, 2016 |
Share-Based Compensation | Share-Based Compensation The Company estimates the fair value of stock options using the Black-Scholes option pricing model on the date of grant. The fair value of equity instruments expected to vest are recognized and amortized on a straight-line basis over the requisite service period of the award, which is generally three to four years; however, the Company’s equity compensation plans provide for any vesting schedule as the board may deem appropriate. |
Net Loss Per Share | Net Loss Per Share The Company computes basic net loss per share using the weighted average number of common shares outstanding during the period. Diluted net income per share is based upon the weighted average number of common shares and potentially dilutive securities (common share equivalents) outstanding during the period. Common share equivalents outstanding, determined using the treasury stock method, are comprised of shares that may be issued under the Company’s stock option agreements and warrants. Common share equivalents were excluded from the diluted net loss per share calculation because of their anti-dilutive effect for all periods presented. Potentially dilutive outstanding securities excluded from diluted net loss per common share because of their anti-dilutive effect for the periods presented are as follows: December 31, 2017 2016 2015 Convertible preferred stock, as converted — — 2,200,000 Stock options 5,514,038 4,432,017 4,133,969 Warrants 750,000 1,067,067 3,406,367 Total 6,264,038 5,499,084 9,740,336 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) amended the existing accounting standards for revenue recognition. The amendments are based on the principle that revenue should be recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for said goods or services. The Company is required to adopt the amendments beginning January 1, 2018. The amendments may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of initial application (“modified retrospective method”). We have adopted the standard as of January 1, 2018 and determined that there will be no impact on our financial statements as we currently do not have any revenue contracts within the scope of the new guidance. We will continue to account for our agreement to perform research and development services for Kissei Pharmaceutical Co., Ltd as a collaborative arrangement with no change to the method of recognizing revenues for this contract. In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases, which introduces the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous guidance. The new standard establishes a right-of-use ("ROU") model that requires a lessee to record an ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. The new standard is effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years with early adoption permitted. We are evaluating the impact that the adoption of this standard will have on our financial statements. In March 2016, the FASB issued Accounting Standard Update No. 2016-09, "Improvements to Employee Share-Based Payment Accounting." Current GAAP requires an entity to recognize excess tax benefit or deficiency as additional paid-in capital. To simplify the presentation of stock compensation, the amendments in this Update require that the excess tax benefit or deficiency is recognized as expense. For public business entities, the amendments in this update are effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The FASB further provides that this Update may be applied on a modified retrospective basis to all periods presented. The Company chose to adopt the update prospectively beginning in the year ended December 31, 2017. Prior periods have not been retrospectively adjusted, and given the Company's full valuation position there is no quantitative impact to the financial statements. In November 2015, the FASB issued Accounting Standard Update No. 2015-17, "Balance Sheet Classification of Deferred Taxes", an update to ASC 740, Income Taxes. Current GAAP requires an entity to separate deferred income tax liabilities and assets into current and noncurrent amounts in a classified statement of financial position. To simplify the presentation of deferred income taxes, the amendments in this Update require that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The current requirement that deferred tax liabilities and assets of a tax-paying component of an entity be offset and presented as a single amount is not affected by the amendments in this Update. For public business entities, the amendments in this update are effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The FASB further provides that this update may be applied to all deferred tax liabilities and assets prospectively to all periods presented. The Company has chosen to adopt the update prospectively for the year ended December 31, 2017 and thereafter. |
Revenue Recognition Policy | Revenue Recognition Policy Revenues consist of milestone payments and research and development services. Milestone payments are recognized as revenue upon achievement of pre-defined scientific events, which require substantive effort, and for which achievement of the milestone was not readily assured at the inception of the agreement. Milestones that do not meet the criteria for accounting under the milestone method because the payments are solely contingent upon the performance of a third party are accounted for as contingent revenue. Research and development services are recognized as research costs are incurred over the period the services are performed. For all other revenue the Company recognizes revenues when all four of the following criteria are met: (1) persuasive evidence that an arrangement exists; (2) delivery of the products and/or services has occurred; (3) the selling price is fixed or determinable; and (4) collectability is reasonably assured. |
Organization and Summary of S21
Organization and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Securities Excluded from Diluted Net Loss per Common Share | Potentially dilutive outstanding securities excluded from diluted net loss per common share because of their anti-dilutive effect for the periods presented are as follows: December 31, 2017 2016 2015 Convertible preferred stock, as converted — — 2,200,000 Stock options 5,514,038 4,432,017 4,133,969 Warrants 750,000 1,067,067 3,406,367 Total 6,264,038 5,499,084 9,740,336 |
Balance Sheet Details (Tables)
Balance Sheet Details (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Property and Equipment Net | Property and equipment, net, consist of the following: December 31, 2017 2016 Leasehold improvements $ 15,742 $ 20,157 Furniture and equipment 233,441 284,585 Software 285,418 285,375 534,601 590,117 Less accumulated depreciation and amortization (471,715 ) (499,400 ) Property and equipment, net $ 62,886 $ 90,717 |
Accrued Liabilities | Accrued liabilities consist of the following: December 31, 2017 2016 Accrued compensation $ 952,470 $ 882,090 Research and development costs 122,665 191,343 Professional services fees 144,105 43,767 Other 141,504 145,600 $ 1,360,744 $ 1,262,800 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Future Minimum Payments | As of December 31, 2017, the total estimated future annual minimum lease payments under the Company’s non-cancelable building and copier leases for the years ending after December 31, 2017 are as follows: Years ending December 31: 2018 $ 211,663 2019 187,574 2020 142,703 2021 148,419 Total minimum payments $ 690,359 |
Share-based Compensation (Table
Share-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Stock Option Activity and Related Information | A summary of stock option activity and related information for the years ended December 31, 2017, 2016 and 2015 is as follows: Number of Option Weighted Average Exercise Price Outstanding at December 31, 2014 3,447,969 $ 5.00 Granted 689,000 $ 3.14 Exercised — $ - Cancelled (3,000 ) $ 9.27 Outstanding at December 31, 2015 4,133,969 $ 4.69 Granted 1,158,000 $ 4.00 Exercised (172,585 ) $ 4.81 Cancelled (687,367 ) $ 11.27 Outstanding at December 31, 2016 4,432,017 $ 3.47 Granted 1,195,000 $ 6.10 Exercised (105,579 ) $ 4.04 Cancelled (7,400 ) $ 7.76 Outstanding at December 31, 2017 5,514,038 $ 4.03 Exercisable at December 31, 2017 4,252,201 $ 3.47 Vested and expected to vest at December 31, 2017 5,514,038 $ 4.03 |
Weighted-Average Assumptions for Stock Option | The estimated fair value of each stock option award was determined on the date of grant using the Black-Scholes option valuation model with the following weighted-average assumptions for stock option grants: Year Ended December 31, 2017 2016 2015 Stock Options Risk-free interest rate 2.06 % 1.60 % 1.48 % Expected volatility of common stock 72.55 % 78.30 % 79.28 % Dividend yield 0.00 % 0.00 % 0.00 % Expected option term (in years) 5.67 5.57 5.49 |
Weighted-Average Assumptions for ESPP | The estimated fair value of employee stock purchase rights under the Company’s ESPP was determined on the date of grant using the Black-Scholes option valuation model with the following weighted-average assumptions for stock option grants: Year Ended December 31, 2017 2016 2015 Employee Stock Purchase Plan Risk-free interest rate 1.09 % 0.44 % 0.10 % Expected volatility of common stock 38.34 % 51.65 % 76.52 % Dividend yield 0.00 % 0.00 % 0.00 % Expected option term (in years) 0.5 0.5 0.5 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Summary of Activity Under the ATM Agreements | The following table summarizes the activity under the ATM agreements for the following periods (in thousands except share price and shares sold): Year Ended December 31, 2017 2016 2015 Gross proceeds $ 10,303.0 $ 264.0 $ 884.0 Net proceeds $ 9,891.3 $ 159.5 $ 607.5 Shares sold 1,689,436 36,248 232,800 Price range $5.30 - 6.98 $6.90 - 7.54 $4.16 - 4.23 |
Common Stock Reserved for Future Issuance | The following table summarizes common stock reserved for future issuance at December 31, 2017: Common Stock reserved for issuance under the ESPP 183,972 Common stock reserved for issuance upon exercise of warrants outstanding 750,000 Common stock reserved for issuance upon exercise of options outstanding (under the 2004 Plan and 2013 Plan) 5,514,038 Common stock reserved for future equity awards (under the 2013 Plan) 1,215,592 7,663,602 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Reconciliation of Loss before Income Taxes for Domestic and Foreign Locations | A reconciliation of loss before income taxes for domestic and foreign locations for the years ended December 31, 2017, 2016 2017 2016 2015 United States $ (12,940,362 ) $ (10,892,275 ) $ (8,866,201 ) Foreign 33,176 30,050 28,481 Loss before income taxes $ (12,907,186 ) $ (10,862,225 ) $ (8,837,720 ) |
Reconciliation of Income Tax Benefit (Expense) | A reconciliation of income tax benefit (expense) for the years ended December 31, 2017, 2016 and 2015 is as follows: Current: 2017 2016 2015 Federal $ — $ 1,489 $ — State — 412 — Foreign (10,158 ) (5,655 ) (7,359 ) Total current income tax benefit (expense) (10,158 ) (3,754 ) (7,359 ) Deferred: Federal 1,329,888 — — State 424,320 — — Foreign — — — Total deferred income tax benefit (expense) 1,754,208 — — Total income tax benefit (expense) $ 1,744,050 $ (3,754 ) $ (7,359 ) |
Components of Deferred Income Taxes | The significant components of deferred income taxes at December 31, 2017, 2016 and 2015 are as follows: Deferred tax assets: 2017 2016 2015 Net operating loss carryforwards $ 59,480,000 $ 90,211,000 $ 88,900,000 Capitalized licenses 429,000 838,000 1,084,000 Research tax credits 8,160,000 7,776,000 7,677,000 Stock options 2,585,000 2,384,000 2,624,000 Other, net 572,000 777,000 763,000 Total deferred tax assets 71,226,000 101,986,000 101,048,000 Deferred tax liabilities In process R&D (1,343,000 ) (1,956,000 ) (1,956,000 ) Total deferred tax liabilities (1,343,000 ) (1,956,000 ) (1,956,000 ) Net deferred tax assets 69,883,000 100,030,000 99,092,000 Valuation allowance (70,086,000 ) (101,986,000 ) (101,048,000 ) Net deferred tax liability $ (203,000 ) $ (1,956,000 ) $ (1,956,000 ) |
Reconciliation of Federal Statutory Income Tax Rate to Effective Income Tax Rate | A reconciliation of the federal statutory income tax rate to the Company’s effective income tax rate is as follows: 2017 2016 2015 Federal statutory income tax rate 35.0 % 35.0 % 35.0 % State income taxes, net of federal benefit 5.2 3.5 5.2 Tax credits 1.1 0.9 1.4 Change in valuation allowance 247.4 (8.4 ) (13.5 ) Permanent differences (0.3 ) (0.1 ) (0.1 ) Expiration of attributes (18.7 ) (17.2 ) (24.6 ) Tax Cuts and Jobs Act (253.7 ) — — Stock compensation (2.9 ) (13.6 ) (3.4 ) Other 0.4 (0.1 ) (0.1 ) Provision for income taxes 13.5 % 0.0 % (0.1 )% |
Quarterly Financial Data (Table
Quarterly Financial Data (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summarized Quarterly Data | The following table presents certain quarterly financial data for eight consecutive quarters ended December 31, 2017.and 2016. The unaudited quarterly information has been prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, includes all adjustments, necessary for a fair presentation of this data (in thousands, except per share data). Year Ended December 31, 2017 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter Selected quarterly financial data: Total operating expenses $ 3,024 $ 2,805 $ 3,792 $ 3,406 Net loss (3,017 ) (2,789 ) (3,755 ) (1,602 ) Net loss applicable to common stockholders (3,017 ) (2,789 ) (3,755 ) (1,602 ) Basic and diluted net loss per common share(1) (0.09 ) (0.08 ) (0.11 ) (0.02 ) Year Ended December 31, 2016 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter Selected quarterly financial data: Total operating expenses $ 3,392 $ 3,205 $ 2,845 $ 1,440 Net loss (3,382 ) (3,199 ) (2,836 ) (1,449 ) Net loss applicable to common stockholders (3,382 ) (3,199 ) (2,836 ) (1,449 ) Basic and diluted net loss per common share(1) (0.11 ) (0.10 ) (0.08 ) (0.04 ) (1) Net loss per share is computed independently for each of the quarters presented. Therefore, the sum of the quarterly net income and loss per share will not necessarily equal the Annual Per Share Calculation. |
Organization and Summary of S28
Organization and Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||
Cash and cash equivalents | $ 27,991,743 | $ 24,118,037 | $ 22,076,749 | $ 11,669,435 |
Working capital | 25,400,000 | |||
Cash insured amount | 250,000 | |||
Goodwill impairment | 0 | 0 | 0 | |
Impairment of long-lived assets | 0 | 0 | 0 | |
Research and development | 3,900,000 | 3,100,000 | 2,700,000 | |
Patent-related expenses | $ 300,000 | $ 400,000 | $ 300,000 | |
Minimum | ||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||
Stock option, vesting period | 3 years | |||
Maximum | ||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||
Stock option, vesting period | 4 years |
Securities Excluded from Dilute
Securities Excluded from Diluted Net Loss Per Common Share (Detail) - shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Total | 6,264,038 | 5,499,084 | 9,740,336 |
Convertible preferred stock, as converted | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Total | 2,200,000 | ||
Stock option | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Total | 5,514,038 | 4,432,017 | 4,133,969 |
Warrants | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Total | 750,000 | 1,067,067 | 3,406,367 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Detail) - USD ($) | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Oct. 31, 2011 | |
Revenue Recognition Milestone Method [Line Items] | ||||
Deferred revenue related to research and development services | $ 1,694,163 | $ 1,694,163 | ||
Kissei Pharmaceutical Co., Ltd | ||||
Revenue Recognition Milestone Method [Line Items] | ||||
Deferred revenue related to research and development services | $ 2,500,000 | |||
Revenue relating to research and development services | $ 0 | $ 0 | $ 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Fair Value Measurements Using Level 1 | Money Market Funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents fair value | $ 666,265 | $ 661,287 |
Property and Equipment Net (Det
Property and Equipment Net (Detail) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Property Plant And Equipment [Abstract] | ||
Leasehold improvements | $ 15,742 | $ 20,157 |
Furniture and equipment | 233,441 | 284,585 |
Software | 285,418 | 285,375 |
Property, Plant and Equipment, Gross, Total | 534,601 | 590,117 |
Less accumulated depreciation and amortization | (471,715) | (499,400) |
Property and equipment, net | $ 62,886 | $ 90,717 |
Balance Sheet Details - Additio
Balance Sheet Details - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Property Plant And Equipment Disclosure [Line Items] | |||
Depreciation and amortization | $ 28,098 | $ 14,127 | $ 26,704 |
Minimum | |||
Property Plant And Equipment Disclosure [Line Items] | |||
Property and Equipment, useful lives | 3 years | ||
Maximum | |||
Property Plant And Equipment Disclosure [Line Items] | |||
Property and Equipment, useful lives | 5 years |
Accrued Liabilities (Detail)
Accrued Liabilities (Detail) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Payables And Accruals [Abstract] | ||
Accrued compensation | $ 952,470 | $ 882,090 |
Research and development costs | 122,665 | 191,343 |
Professional services fees | 144,105 | 43,767 |
Other | 141,504 | 145,600 |
Accrued liabilities current | $ 1,360,744 | $ 1,262,800 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Sep. 26, 2011 | Dec. 31, 2017 | Dec. 31, 2015 | Dec. 31, 2016 | Jun. 15, 2016 | Oct. 31, 2011 |
Related Party Transaction [Line Items] | ||||||
Deferred revenue related to research and development services | $ 1,694,163 | $ 1,694,163 | ||||
Kissei Pharmaceutical Co., Ltd | ||||||
Related Party Transaction [Line Items] | ||||||
Deferred revenue related to research and development services | $ 2,500,000 | |||||
Common stock | ||||||
Related Party Transaction [Line Items] | ||||||
Issuance of common stock, net of offering costs (in shares) | 5,000,000 | |||||
Series B Convertible Preferred Stock | Kissei Pharmaceutical Co., Ltd | ||||||
Related Party Transaction [Line Items] | ||||||
Issuance of common stock, net of offering costs (in shares) | 220,000 | |||||
Preferred stock, conversion basis | Each share of the Series B Preferred stock was convertible into shares of common stock at a conversion rate of 1:10 at the option of the holder | |||||
Conversion rate of preferred stock | 10.00% | |||||
Series B Convertible Preferred Stock | Common stock | Kissei Pharmaceutical Co., Ltd | ||||||
Related Party Transaction [Line Items] | ||||||
Number of common stock issued upon conversion of preferred stock | 2,200,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Loss Contingencies [Line Items] | ||||
Operating lease, initial term | 4 years 1 month | |||
Operating lease expiration period | 2021-12 | |||
Rent expense | $ 254,593 | $ 256,314 | $ 240,419 | |
Deferred rent | 253 | 11,042 | ||
Research and development expense | 3,900,000 | 3,100,000 | $ 2,700,000 | |
Licensing Agreements | ||||
Loss Contingencies [Line Items] | ||||
Research and development expense | 0 | $ 0 | $ 0 | |
Product Development | ||||
Loss Contingencies [Line Items] | ||||
Future potential milestone payments | 10,000,000 | |||
Development Milestone | ||||
Loss Contingencies [Line Items] | ||||
Future potential milestone payments | 33,500,000 | |||
Commercialization Milestone | ||||
Loss Contingencies [Line Items] | ||||
Future potential milestone payments | $ 33,500,000 |
Estimated Future Annual Minimum
Estimated Future Annual Minimum Lease Payments under Non-Cancelable Building and Copier Leases (Detail) | Dec. 31, 2017USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2,018 | $ 211,663 |
2,019 | 187,574 |
2,020 | 142,703 |
2,021 | 148,419 |
Total minimum payments | $ 690,359 |
Joint Venture - Additional Info
Joint Venture - Additional Information (Detail) - Zhejiang Sunmy Bio Medical Co Ltd | Dec. 31, 2017 |
Schedule Of Equity Method Investments [Line Items] | |
Investment in joint venture, percentage | 50.00% |
Beijing Medfron Medical Technologies Co Ltd | |
Schedule Of Equity Method Investments [Line Items] | |
Investment in joint venture, percentage | 50.00% |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Jun. 30, 2013 | Dec. 31, 2007 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock reserved for future issuance | 7,663,602 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 1,200,000 | |||||
Options granted expiration term | 10 years | |||||
Cash received from stock options exercised | $ 426,013 | $ 829,526 | $ 0 | |||
Aggregate intrinsic value | $ 198,164 | 414,572 | $ 0 | |||
Weighted average contractual life, options outstanding | 6 years 6 months 29 days | |||||
Weighted average contractual life, options exercisable | 6 years 6 months 10 days | |||||
Total intrinsic value of options outstanding | $ 13,600,000 | 11,500,000 | ||||
Total intrinsic value of options exercisable | $ 12,900,000 | $ 9,200,000 | ||||
Shares reserved, description | Shares reserved automatically increase each year by a number equal to the lesser of: (i)15,000 shares; (ii)1% of the outstanding shares of common stock on the last day of the immediately preceding fiscal year; or (iii)such lesser amount as determined by the Board | |||||
Employee stock purchase plan offering period | 6 months | |||||
Shares issued under ESPP | 15,153 | |||||
Weighted-average fair value, per option | $ 3.78 | $ 2.64 | $ 2.08 | |||
Share-based compensation expense | $ 4,474,945 | $ 3,972,533 | $ 2,025,500 | |||
Unamortized compensation cost | $ 400,000 | |||||
Unamortized compensation cost, vesting period | 10 months 28 days | |||||
General and administrative expenses | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation expense | $ 3,100,000 | 2,900,000 | 1,500,000 | |||
Research, development and patents expense | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation expense | $ 1,400,000 | $ 1,100,000 | $ 500,000 | |||
2007 Employee Stock Purchase Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock reserved for future issuance | 183,972 | 300,000 | ||||
Percentage of employee compensation for purchase of common stock under ESPP | 15.00% | |||||
Common stock fair market value, percentage | 85.00% | |||||
Minimum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock option, vesting period | 3 years | |||||
Maximum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock option, vesting period | 4 years | |||||
Maximum | 2007 Employee Stock Purchase Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Increase in shares reserved for issuance | 15,000 | |||||
Increase in shares reserved for issuance as percentage of outstanding shares | 1.00% | |||||
2013 Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock reserved for future issuance | 1,215,592 | 2,500,000 | ||||
Shares available for future grant | 1,215,592 | |||||
2013 Plan | Stock Option | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Options granted expiration term | 10 years | |||||
2013 Plan | Stock Option | Minimum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock option, vesting period | 3 years | |||||
2013 Plan | Stock Option | Maximum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock option, vesting period | 4 years |
Summary of Stock Option Activit
Summary of Stock Option Activity and Related Information (Detail) - $ / shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Number of Option Shares | |||
Stock Options, Beginning Balance | 4,432,017 | 4,133,969 | 3,447,969 |
Stock Options, Granted | 1,195,000 | 1,158,000 | 689,000 |
Stock Options, Exercised | (105,579) | (172,585) | |
Stock Options, Cancelled | (7,400) | (687,367) | (3,000) |
Stock Options, Ending Balance | 5,514,038 | 4,432,017 | 4,133,969 |
Stock Options, Exercisable at December 31, 2017 | 4,252,201 | ||
Stock Options, Vested and expected to vest at December 31, 2017 | 5,514,038 | ||
Weighted Average Exercise Price, Beginning Balance | $ 3.47 | $ 4.69 | $ 5 |
Weighted Average Exercise Price, Granted | 6.10 | 4 | 3.14 |
Weighted Average Exercise Price, Exercised | 4.04 | 4.81 | |
Weighted Average Exercise Price, Cancelled | 7.76 | 11.27 | 9.27 |
Weighted Average Exercise Price, Ending Balance | 4.03 | $ 3.47 | $ 4.69 |
Weighted Average Exercise Price, Exercisable at December 31, 2017 | 3.47 | ||
Weighted Average Exercise Price, Vested and expected to vest at December 31, 2017 | $ 4.03 |
Weighted-Average Assumptions fo
Weighted-Average Assumptions for Stock Option (Detail) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Employee Stock Purchase Plan | |||
Weighted-average assumptions for stock options and ESPP | |||
Risk-free interest rate | 1.09% | 0.44% | 0.10% |
Expected volatility of common stock | 38.34% | 51.65% | 76.52% |
Dividend yield | 0.00% | 0.00% | 0.00% |
Expected option term (in years) | 6 months | 6 months | 6 months |
Stock Option | |||
Weighted-average assumptions for stock options and ESPP | |||
Risk-free interest rate | 2.06% | 1.60% | 1.48% |
Expected volatility of common stock | 72.55% | 78.30% | 79.28% |
Dividend yield | 0.00% | 0.00% | 0.00% |
Expected option term (in years) | 5 years 8 months 2 days | 5 years 6 months 26 days | 5 years 5 months 27 days |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) | Aug. 24, 2015 | May 22, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Oct. 16, 2013 |
Underwritten public offering | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Issuance of common stock, net of offering costs (in shares) | 5,000,000 | |||||
Shares purchase & equity issuance, per share amount | $ 3.50 | |||||
Net proceeds from issuance of common stock | $ 16,000,000 | |||||
Gross proceeds from issuance of common stock | $ 17,500,000 | |||||
MCUSA | At-the-market equity distribution agreement | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Issuance of common stock, net of offering costs (in shares) | 2,127,500 | 225,000 | ||||
Stock purchase agreement, gross proceeds | $ 5,300,000 | $ 900,000 | ||||
Net proceeds from issuance of common stock | $ 4,500,000 | $ 700,000 | ||||
MCUSA | Maximum | At-the-market equity distribution agreement | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock purchase agreement, aggregate amount of common stock agreed to be purchased | $ 10,000,000 | |||||
MLV | At-the-market issuance sales agreement | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Issuance of common stock, net of offering costs (in shares) | 1,689,436 | 36,248 | 232,800 | |||
Stock purchase agreement, gross proceeds | $ 10,303,000 | $ 264,000 | $ 884,000 | |||
Net proceeds from issuance of common stock | $ 9,891,300 | $ 159,500 | $ 607,500 | |||
Sales commission as a percentage of gross proceeds | 4.00% | |||||
MLV | Maximum | At-the-market issuance sales agreement | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock purchase agreement, aggregate amount of common stock agreed to be purchased | $ 30,000,000 | |||||
Common stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Issuance of common stock, net of offering costs (in shares) | 5,000,000 | |||||
Exercise of warrants | 119,047 | 2,131,700 | 252,200 | |||
Common stock | MCUSA | Maximum | At-the-market equity distribution agreement | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares purchase & equity issuance, per share amount | $ 4.45 | |||||
Common stock | MCUSA | Minimum | At-the-market equity distribution agreement | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares purchase & equity issuance, per share amount | $ 2.01 | |||||
Warrants | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Exercise of warrants | 119,047 | 2,131,700 | 252,200 | |||
Proceeds from warrant exercises | $ 400,000 | $ 7,600,000 | $ 900,000 | |||
Warrants expiring unexercised | 198,020 | 207,600 | ||||
Warrants, Outstanding | 750,000 | |||||
Common share exercise price | $ 3.15 | |||||
Warrant termination date | May 9, 2018 |
Summary of Activity Under the A
Summary of Activity Under the ATM Agreements (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Common stock | |||
Subsidiary Or Equity Method Investee [Line Items] | |||
Shares sold | 5,000,000 | ||
MLV | At-the-market issuance sales agreement | |||
Subsidiary Or Equity Method Investee [Line Items] | |||
Stock purchase agreement, gross proceeds | $ 10,303,000 | $ 264,000 | $ 884,000 |
Net proceeds | $ 9,891,300 | $ 159,500 | $ 607,500 |
Shares sold | 1,689,436 | 36,248 | 232,800 |
MLV | At-the-market issuance sales agreement | Minimum | Common stock | |||
Subsidiary Or Equity Method Investee [Line Items] | |||
Price range | $ 5.30 | $ 6.90 | $ 4.16 |
MLV | At-the-market issuance sales agreement | Maximum | Common stock | |||
Subsidiary Or Equity Method Investee [Line Items] | |||
Price range | $ 6.98 | $ 7.54 | $ 4.23 |
Common Stock Reserved for Futur
Common Stock Reserved for Future Issuance (Detail) - shares | Dec. 31, 2017 | Jun. 30, 2013 | Dec. 31, 2007 |
Deferred Compensation Arrangement With Individual Share Based Payments [Line Items] | |||
Common stock reserved for future issuance | 7,663,602 | ||
2013 Plan | |||
Deferred Compensation Arrangement With Individual Share Based Payments [Line Items] | |||
Common stock reserved for future issuance | 1,215,592 | 2,500,000 | |
2004 Plan and 2013 Plan | |||
Deferred Compensation Arrangement With Individual Share Based Payments [Line Items] | |||
Common stock reserved for future issuance | 5,514,038 | ||
Warrants | |||
Deferred Compensation Arrangement With Individual Share Based Payments [Line Items] | |||
Common stock reserved for future issuance | 750,000 | ||
2007 Employee Stock Purchase Plan | |||
Deferred Compensation Arrangement With Individual Share Based Payments [Line Items] | |||
Common stock reserved for future issuance | 183,972 | 300,000 |
Reconciliation of Loss before I
Reconciliation of Loss before Income Taxes (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
United States | $ (12,940,362) | $ (10,892,275) | $ (8,866,201) |
Foreign | 33,176 | 30,050 | 28,481 |
Loss before income taxes | $ (12,907,186) | $ (10,862,225) | $ (8,837,720) |
Reconciliation of Income Tax Be
Reconciliation of Income Tax Benefit (Expense) (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
Federal | $ 1,489 | ||
State | 412 | ||
Foreign | $ (10,158) | (5,655) | $ (7,359) |
Total current income tax benefit (expense) | (10,158) | (3,754) | (7,359) |
Federal | 1,329,888 | ||
State | 424,320 | ||
Total deferred income tax benefit (expense) | 1,754,208 | ||
Total income tax benefit (expense) | $ 1,744,050 | $ (3,754) | $ (7,359) |
Deferred Income Taxes (Detail)
Deferred Income Taxes (Detail) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax assets: | |||
Net operating loss carryforwards | $ 59,480,000 | $ 90,211,000 | $ 88,900,000 |
Capitalized licenses | 429,000 | 838,000 | 1,084,000 |
Research tax credits | 8,160,000 | 7,776,000 | 7,677,000 |
Stock options | 2,585,000 | 2,384,000 | 2,624,000 |
Other, net | 572,000 | 777,000 | 763,000 |
Total deferred tax assets | 71,226,000 | 101,986,000 | 101,048,000 |
Deferred tax liabilities | |||
In process R&D | (1,343,000) | (1,956,000) | (1,956,000) |
Total deferred tax liabilities | (1,343,000) | (1,956,000) | (1,956,000) |
Net deferred tax assets | 69,883,000 | 100,030,000 | 99,092,000 |
Valuation allowance | (70,086,000) | (101,986,000) | (101,048,000) |
Net deferred tax liability | $ (203,000) | $ (1,956,000) | $ (1,956,000) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax [Line Items] | ||||
Increase of ownership of certain stockholders or public groups in the stock, percentage | 50.00% | |||
Increase of ownership of certain stockholders or public groups in the stock, period | 3 years | |||
Federal statutory income tax rate | 35.00% | 35.00% | 35.00% | |
Percentage of net operating loss income tax deductions | 80.00% | |||
Description of NOL deductions | Under the Act, NOL deductions are limited to 80% of taxable income in future periods and NOLs can be carried forward indefinitely. | |||
Change in deferred tax asset due to tax cuts and jobs act of 2017 | $ 32.7 | |||
Change in deferred tax asset valuation allowance due to tax cuts and jobs act of 2017 | 33.4 | |||
Provisional amount related to one-time transition tax on mandatory deemed repatriation of foreign earnings additional taxable income | 0.1 | |||
Cumulative foreign earnings | 0.2 | |||
Deferred tax benefit recorded in connection with remeasurement of certain deferred tax assets and liabilities | 0.6 | |||
Deferred tax benefit due to reassessed ability to utilize deferred tax liabilities associated with indefinite-lived intangibles | 1.1 | |||
Scenario, Forecast | ||||
Income Tax [Line Items] | ||||
Federal statutory income tax rate | 21.00% | |||
Federal | ||||
Income Tax [Line Items] | ||||
Net operating loss carryforwards | $ 239.9 | |||
Net operating loss carryforwards, expiration year | 2,020 | |||
Research tax credit carryforwards | $ 6.8 | |||
Research and Development Credits, expiration period | 2,024 | |||
California | ||||
Income Tax [Line Items] | ||||
Net operating loss carryforwards | $ 130.5 | |||
Net operating loss carryforwards, expiration year | 2,028 | |||
Research tax credit carryforwards | $ 1.8 |
Reconciliation of Federal Statu
Reconciliation of Federal Statutory Income Tax Rate to Effective Income Tax (Detail) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
Federal statutory income tax rate | 35.00% | 35.00% | 35.00% |
State income taxes, net of federal benefit | 5.20% | 3.50% | 5.20% |
Tax credits | 1.10% | 0.90% | 1.40% |
Change in valuation allowance | 247.40% | (8.40%) | (13.50%) |
Permanent differences | (0.30%) | (0.10%) | (0.10%) |
Expiration of attributes | (18.70%) | (17.20%) | (24.60%) |
Tax Cuts and Jobs Act | (253.70%) | ||
Stock compensation | (2.90%) | (13.60%) | (3.40%) |
Other | 0.40% | (0.10%) | (0.10%) |
Provision for income taxes | 13.50% | 0.00% | (0.10%) |
Employee Savings Plan - Additio
Employee Savings Plan - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Postemployment Benefits [Abstract] | |||
Discretionary contributions to employee savings plan | $ 65,995 | $ 66,289 | $ 64,749 |
Selected Quarterly Financial In
Selected Quarterly Financial Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||||
Total operating expenses | $ 3,406 | $ 3,792 | $ 2,805 | $ 3,024 | $ 1,440 | $ 2,845 | $ 3,205 | $ 3,392 | $ 13,027,093 | $ 10,881,834 | $ 8,822,386 | ||||||||
Net loss applicable to common stockholders | (1,602) | (3,755) | (2,789) | (3,017) | (1,449) | (2,836) | (3,199) | (3,382) | $ (11,163,136) | $ (10,865,979) | $ (8,845,079) | ||||||||
Net loss applicable to common stockholders | $ (1,602) | $ (3,755) | $ (2,789) | $ (3,017) | $ (1,449) | $ (2,836) | $ (3,199) | $ (3,382) | |||||||||||
Basic and diluted net loss per common share | $ (0.02) | [1] | $ (0.11) | [1] | $ (0.08) | [1] | $ (0.09) | [1] | $ (0.04) | [1] | $ (0.08) | [1] | $ (0.10) | [1] | $ (0.11) | [1] | $ (0.32) | $ (0.33) | $ (0.33) |
[1] | Net loss per share is computed independently for each of the quarters presented. Therefore, the sum of the quarterly net income and loss per share will not necessarily equal the Annual Per Share Calculation. |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - Underwritten public offering - USD ($) $ / shares in Units, $ in Millions | Feb. 12, 2018 | Aug. 24, 2015 |
Subsequent Event [Line Items] | ||
Issuance of common stock, net of offering costs (in shares) | 5,000,000 | |
Shares purchase & equity issuance, per share amount | $ 3.50 | |
Gross proceeds from issuance of common stock | $ 17.5 | |
Net proceeds from issuance of common stock | $ 16 | |
Subsequent Event | ||
Subsequent Event [Line Items] | ||
Issuance of common stock, net of offering costs (in shares) | 4,419,890 | |
Shares purchase & equity issuance, per share amount | $ 9.05 | |
Gross proceeds from issuance of common stock | $ 40 | |
Net proceeds from issuance of common stock | $ 37.4 | |
Additional share issuance option term | 30 days | |
Additional shares which underwriters can purchase on option | 662,983 |