Document_And_Entity_Informatio
Document And Entity Information | 3 Months Ended | |
Mar. 31, 2015 | Apr. 30, 2015 | |
Document Information [Line Items] | ||
Entity Registrant Name | ENDOCYTE INC | |
Entity Central Index Key | 1235007 | |
Current Fiscal Year End Date | -19 | |
Entity Filer Category | Accelerated Filer | |
Trading Symbol | ECYT | |
Entity Common Stock, Shares Outstanding | 41,929,646 | |
Document Type | 10-Q | |
Amendment Flag | FALSE | |
Document Period End Date | 31-Mar-15 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2015 |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $29,238,857 | $45,533,443 |
Short-term investments | 130,941,032 | 79,536,211 |
Receivables | 119,897 | 706,403 |
Prepaid expenses | 1,368,123 | 609,771 |
Other assets | 520,416 | 652,510 |
Total current assets | 162,188,325 | 127,038,338 |
Long-term investments | 36,603,672 | 81,761,177 |
Property and equipment, net | 3,790,581 | 3,970,665 |
Other noncurrent assets | 31,194 | 31,194 |
Total assets | 202,613,772 | 212,801,374 |
Current liabilities: | ||
Accounts payable | 1,611,152 | 1,234,759 |
Accrued wages and benefits | 1,390,888 | 2,567,924 |
Accrued clinical trial expenses | 1,272,185 | 2,336,645 |
Accrued expenses and other liabilities | 1,252,085 | 745,668 |
Total current liabilities | 5,526,310 | 6,884,996 |
Other liabilities, net of current portion | 27,919 | 30,316 |
Deferred revenue, net of current portion | 869,445 | 881,944 |
Total liabilities | 6,423,674 | 7,797,256 |
Stockholders' equity: | ||
Common stock: $0.001 par value, 100,000,000 shares authorized; 41,784,692 and 41,928,518 shares issued and outstanding at December 31, 2014 and March 31, 2015 | 41,929 | 41,785 |
Additional paid-in capital | 375,492,333 | 373,571,500 |
Accumulated other comprehensive income | -9,096 | -143,928 |
Retained deficit | -179,335,068 | -168,465,239 |
Total stockholders' equity | 196,190,098 | 205,004,118 |
Total liabilities and stockholders' equity | $202,613,772 | $212,801,374 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 41,928,518 | 41,784,692 |
Common stock, shares outstanding | 41,928,518 | 41,784,692 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Revenue: | ||
Collaboration revenue | $12,500 | $17,268,651 |
Total revenue | 12,500 | 17,268,651 |
Operating expenses: | ||
Research and development | 6,617,308 | 12,986,763 |
General and administrative | 4,359,916 | 7,501,394 |
Total operating expenses | 10,977,224 | 20,488,157 |
Loss from operations | -10,964,724 | -3,219,506 |
Other income (expense), net: | ||
Interest income, net | 152,471 | 84,304 |
Other income (expense), net | -57,576 | -6,257 |
Net loss | -10,869,829 | -3,141,459 |
Net loss per share -basic and diluted | ($0.26) | ($0.09) |
Items included in other comprehensive income (loss): | ||
Unrealized gain on foreign currency translation | 316 | 510 |
Unrealized gain (loss) on available-for-sale securities | 134,516 | -8,857 |
Other comprehensive income (loss) | 134,832 | -8,347 |
Comprehensive loss | ($10,734,997) | ($3,149,806) |
Weighted-average number of common shares used in net loss per share calculation - basic and diluted (in shares) | 41,857,905 | 36,193,942 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (USD $) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Retained Earnings [Member] |
Balances at Dec. 31, 2014 | $205,004,118 | $41,785 | $373,571,500 | ($143,928) | ($168,465,239) |
Balances (in shares) at Dec. 31, 2014 | 41,784,692 | ||||
Exercise of stock options | 298,494 | 115 | 298,379 | 0 | 0 |
Exercise of stock options (in shares) | 114,636 | ||||
Stock-based compensation | 1,583,958 | 29 | 1,583,929 | 0 | 0 |
Stock-based compensation (in shares) | 29,190 | ||||
Employee Stock Purchase Plan | 38,525 | 0 | 38,525 | 0 | 0 |
Employee Stock Purchase Plan (in shares) | 0 | ||||
Net loss | -10,869,829 | 0 | 0 | 0 | -10,869,829 |
Unrealized gain on foreign exchange translation | 316 | 0 | 0 | 316 | 0 |
Unrealized gain on securities | 134,516 | 0 | 0 | 134,516 | 0 |
Balances at Mar. 31, 2015 | $196,190,098 | $41,929 | $375,492,333 | ($9,096) | ($179,335,068) |
Balances (in shares) at Mar. 31, 2015 | 41,928,518 |
CONDENSED_CONSOLIDATED_STATEME2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Operating activities | ||
Net loss | ($10,869,829) | ($3,141,459) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 223,946 | 201,600 |
Stock-based compensation | 1,679,757 | 2,247,824 |
Loss on disposal of property and equipment | 1,106 | 2,619 |
Accretion of bond premium | 338,447 | 341,243 |
Change in operating assets and liabilities: | ||
Receivables | 718,601 | 126,748 |
Prepaid expenses and other assets | -538,602 | -1,330,669 |
Accounts payable | 203,561 | -1,555,926 |
Accrued interest, wages, benefits and other liabilities | -1,784,668 | -306,429 |
Deferred revenue | -12,500 | -13,170,993 |
Net cash used in operating activities | -10,040,181 | -16,585,442 |
Investing activities | ||
Purchases of property and equipment | -44,693 | -665,829 |
Purchases of investments | -33,113,453 | -15,073,013 |
Proceeds from sale and maturities of investments | 26,662,205 | 12,039,890 |
Net cash used in investing activities | -6,495,941 | -3,698,952 |
Financing activities | ||
Stock repurchase | -57,274 | 0 |
Proceeds from the exercise of stock options | 298,494 | 291,884 |
Net cash provided by financing activities | 241,220 | 291,884 |
Effect of exchange rate | 316 | 510 |
Net decrease in cash and cash equivalents | -16,294,586 | -19,992,000 |
Cash and cash equivalents at beginning of period | 45,533,443 | 52,846,940 |
Cash and cash equivalents at end of period | $29,238,857 | $32,854,940 |
Nature_of_Business_and_Organiz
Nature of Business and Organization | 3 Months Ended |
Mar. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | 1. Nature of Business and Organization |
Endocyte, Inc. (the “Company”) is a biopharmaceutical company developing targeted therapies for the treatment of cancer and inflammatory diseases. The Company uses its proprietary technology to create novel small molecule drug conjugates (“SMDCs”), and companion imaging agents. The SMDCs actively target receptors that are over-expressed on diseased cells, relative to healthy cells. This targeted approach is designed to enable the treatment of patients with a highly active drug at greater doses, delivered more frequently, and over longer periods of time than would be possible with the untargeted drug alone. The Company is also developing companion imaging agents for each of its SMDCs that are designed to identify the patients whose disease over-expresses the target of the therapy and who are therefore most likely to benefit from treatment. | |
The Company has two wholly-owned subsidiaries, Endocyte Europe B.V. and Endocyte Europe GmbH, which were formed to assist with the administration of applications with the European Commission (“EC”) and commercial pre-launch activities in Europe. The applications were withdrawn in May 2014 and the commercial pre-launch activities in Europe ceased. The Company is in the process of dissolving Endocyte Europe GmbH, which should be completed in the second or third quarter of 2015. There are no current plans to dissolve Endocyte Europe B.V. | |
Significant_Accounting_Policie
Significant Accounting Policies | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Accounting Policies [Abstract] | ||||||||
Significant Accounting Policies [Text Block] | 2. Significant Accounting Policies | |||||||
Basis of Presentation | ||||||||
The accompanying condensed consolidated financial statements include the accounts of Endocyte, Inc. and its subsidiaries and all intercompany amounts have been eliminated. The condensed consolidated financial statements are prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) for interim financial information to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments, consisting of normal recurring accruals and revisions of estimates, considered necessary for a fair presentation of the accompanying condensed consolidated financial statements have been included. Interim results for the three months ended March 31, 2015 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2015 or any other future period. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. Subsequent events have been evaluated through the date of issuance, which is the same as the date this Form 10-Q is filed with the Securities and Exchange Commission. | ||||||||
Segment Information | ||||||||
Operating segments are defined as components of an enterprise engaging in business activities for which discrete financial information is available and regularly reviewed by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company performs clinical trials globally and established a subsidiary in The Netherlands to assist in the administration of filing applications in Europe and a subsidiary in Switzerland for commercial pre-launch activities in Europe. The applications filed in Europe were withdrawn in May 2014 and the pre-launch activities in Europe ceased. The Company is in the process of dissolving Endocyte Europe GmbH, which should be completed in the second or third quarter of 2015. All long-lived assets are held in the U.S. The Company views its operations and manages its business in one operating segment. | ||||||||
Use of Estimates | ||||||||
The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual amounts may differ from those estimates. | ||||||||
Cash and Cash Equivalents | ||||||||
The Company considers cash and all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. Cash equivalents consist primarily of money market instruments that are maintained by an investment manager. | ||||||||
Investments | ||||||||
Investments consist primarily of investments in U.S. Treasuries, U.S. Government agency obligations and corporate debt securities, which could also include commercial paper, that are maintained by an investment manager. U.S. government agency investments relate to investments in Fannie Mae, Freddie Mac and Federal Home Loan Bank. Management determines the appropriate classification of marketable securities at the time of purchase and reevaluates such classification as of each balance sheet date. Available-for-sale securities are carried at fair value, with the unrealized gains and losses reported in other comprehensive income. Realized gains and losses and declines in value judged to be other-than-temporary on available-for-sale securities are included in other income. The Company considers and accounts for other-than-temporary impairments according to the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 320, Investments — Debt and Equity Securities (“ASC 320”). The cost of securities sold is based on the specific-identification method. Discounts and premiums on debt securities are amortized to interest income and expense over the term of the security. | ||||||||
Revenue Recognition | ||||||||
The Company recognizes revenues from license and collaboration agreements when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the fee is fixed or determinable, and there is reasonable assurance that the related amounts are collectible in accordance with ASC Topic 605, Revenue Recognition (“ASC 605”). The Company’s license and collaboration agreements may contain multiple elements, including grants of licenses to intellectual property rights, agreement to provide research and development services and other deliverables. The deliverables under such arrangements are evaluated under ASC Subtopic 605-25, Multiple-Element Arrangements (“ASC 605-25”). Under ASC 605-25, each required deliverable is evaluated to determine whether it qualifies as a separate unit of accounting based on whether the deliverable has “stand-alone value” to the customer. The arrangement’s consideration that is fixed or determinable, excluding contingent milestone payments, is then allocated to each separate unit of accounting based on the relative selling price of each deliverable. In general, the consideration allocated to each unit of accounting is recognized as the related goods or services are delivered, limited to the consideration that is not contingent upon future deliverables. | ||||||||
Upfront payments for licensing the Company's intellectual property are evaluated to determine if the licensee can obtain stand-alone value from the license separate from the value of the research and development services and other deliverables in the arrangement to be provided by the Company. If at the inception of an arrangement the Company determines that the license does not have stand-alone value separate from the research and development services or other deliverables, the license, services and other deliverables are combined as one unit of account and upfront payments are recorded as deferred revenue on the balance sheet and are recognized in a manner consistent with the final deliverable. Subsequent to the inception of an arrangement, the Company evaluates the remaining deliverables for separation as items in the arrangement are delivered. When stand-alone value is identified, the related consideration is recorded as revenue in the period in which the license or other intellectual property rights are delivered. | ||||||||
In those circumstances where research and development services or other deliverables are combined with the license, and multiple services are being performed such that a common output measure to determine a pattern of performance cannot be discerned, the Company recognizes amounts received on a straight line basis over the performance period. Such amounts are recorded as collaboration revenue. Any subsequent reimbursement payments, which are contingent upon the Company’s future research and development expenditures, will be recorded as collaboration revenue and will be recognized on a straight-line basis over the performance period using the cumulative catch up method. The costs associated with these activities are reflected as a component of research and development expense in the statements of operations in the period incurred. In the event of an early termination of a collaboration agreement, any deferred revenue is recognized in the period in which all obligations of the Company under the agreement have been fulfilled. | ||||||||
Milestone payments under collaborative arrangements are triggered either by the results of the Company’s research and development efforts, achievement of regulatory goals or by specified sales results by a third-party collaborator. Milestones related to the Company’s development-based activities may include initiation of various phases of clinical trials and applications and acceptance for product approvals by regulatory agencies. Due to the uncertainty involved in meeting these development-based milestones, the determination is made at the inception of the collaboration agreement whether the development-based milestones are considered to be substantive (i.e. not just achieved through passage of time). In addition, the amounts of the payments assigned thereto are considered to be commensurate with the enhancement of the value of the delivered intellectual property as a result of the Company’s performance. Because the Company’s involvement is necessary to the achievement of development-based milestones, the Company would account for development-based milestones as revenue upon achievement of the substantive milestone events. Milestones related to sales-based activities may be triggered upon events such as first commercial sale of a product or when sales first achieve a defined level. Since these sales-based milestones would be achieved after the completion of the Company’s development activities, the Company would account for the sales-based milestones in the same manner as royalties, with revenue recognized upon achievement of the milestone. Royalties based on reported sales of licensed products will be recognized based on contract terms when reported sales are reliably measurable and collectability is reasonably assured. To date, none of the Company's products have been approved and therefore the Company has not earned any royalty revenue from product sales. In territories where the Company and a collaborator may share profit, the revenue would be recorded in the period earned. | ||||||||
The Company often is required to make estimates regarding drug development and commercialization timelines for compounds being developed pursuant to a collaboration agreement. Because the drug development process is lengthy and the Company’s collaboration agreements typically cover activities over several years, this approach often results in the deferral of significant amounts of revenue into future periods. In addition, because of the many risks and uncertainties associated with the development of drug candidates, the Company’s estimates regarding the period of performance may change in the future. Any change in the Company’s estimates or a termination of the arrangement could result in substantial changes to the period over which the revenues are recognized. | ||||||||
Research and Development Expenses | ||||||||
Research and development expenses represent costs associated with the ongoing development of SMDCs and companion imaging agents and include salaries, supplies, depreciation, and expenses for clinical trials. The Company records accruals for clinical trial expenses based on the estimated amount of work completed. The Company monitors patient enrollment levels and related activities to the extent possible through internal reviews, correspondence, and discussions with research organizations. In the event that a clinical trial is terminated early, the Company records, in the period of termination, an accrual for the estimated remaining costs to complete the trial. | ||||||||
Upfront payments made in connection with business collaborations and research and development arrangements are evaluated under ASC Subtopic 730-20, Research and Development Arrangements. Upfront payments made in connection with business development collaborations are expensed as research and development costs, as the assets acquired do not have alternative future use. Amounts related to future research and development are capitalized as prepaid research and development and are expensed over the service period based upon the level of services provided. As of March 31, 2015, the Company had approximately $0.3 million of capitalized research and development costs included in prepaid expenses. | ||||||||
Stock-Based Compensation | ||||||||
The Company accounts for its stock-based compensation awards pursuant to ASC Topic 718, Compensation — Stock Compensation (“ASC 718”), which requires the recognition of the fair value of stock-based compensation in net income. Stock-based compensation consists of stock options, which are granted at exercise prices at or above the fair market value of the Company’s common stock on the dates of grant, service-based restricted stock units (“RSUs”) and performance-based RSUs (“PRSUs”). For PRSUs issued by the Company, stock-based compensation expense would be recognized if and when the Company determines that it is probable that the performance conditions will be achieved. For RSUs issued by the Company, stock-based compensation expense is recognized ratably over the service period. The Company recognizes compensation cost based on the grant-date fair value estimated in accordance with the provisions of ASC 718. | ||||||||
Net Loss Per Share | ||||||||
Basic net loss per share is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period, without consideration for common stock equivalents. Diluted net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common share equivalents outstanding for the period determined using the treasury-stock method and the if-converted method. For purposes of this calculation, stock options, warrants, PRSUs, RSUs and shares to be purchased under the Company’s 2010 Employee Stock Purchase Plan (“ESPP”) are considered to be common stock equivalents and are only included in the calculation of diluted net loss per share when their effect is dilutive. | ||||||||
Common stock equivalents | ||||||||
As of March 31, 2014 and 2015, the following number of potential common stock equivalents were outstanding: | ||||||||
As of March 31, | ||||||||
2014 | 2015 | |||||||
Outstanding common stock options | 5,939,710 | 5,642,958 | ||||||
Outstanding warrants | 34,647 | 34,647 | ||||||
Outstanding PRSUs | 270,649 | 219,333 | ||||||
Outstanding RSUs | 196,710 | 326,352 | ||||||
Shares to be purchased under the ESPP | — | 19,548 | ||||||
Total | 6,441,716 | 6,242,838 | ||||||
These common stock equivalents were excluded from the determination of diluted net loss per share due to their anti-dilutive effect on earnings. | ||||||||
New_Accounting_Pronouncements
New Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Changes and Error Corrections [Abstract] | |
Accounting Changes and Error Corrections [Text Block] | 3. New Accounting Pronouncements |
Recently Issued Accounting Standards | |
In November 2014, the FASB issued ASU No. 2014-16, Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity, an update to ASC Topic 815, Derivatives and Hedging. This amendment provides clarification regarding the “whole instrument approach” in determining the nature of a host contract in a hybrid financial instrument issued in the form of a share. Under this new standard, issuers and investors are required to consider all of a hybrid instrument’s stated and implied substantive terms and features. This update will be effective for the Company beginning January 1, 2016, unless it elects early adoption. The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements. | |
In August 2014, the FASB issued ASU 2014-15 (Subtopic 205-40), Presentation of Financial Statements — Going Concern , which requires management to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and provide related footnote disclosures. The guidance is effective for annual and interim reporting periods beginning on or after December 15, 2016. Early adoption is permitted for financial statements that have not been previously issued. The standard allows for either a full retrospective or modified retrospective transition method. This update will be effective for the Company beginning January 1, 2017, unless it elects early adoption. The Company is currently evaluating the impact, if any, the adoption of this guidance will have on its consolidated financial statements. | |
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), to clarify the principles used to recognize revenue for all entities. On April 29, 2015, the FASB issued an exposure draft of a proposed Accounting Standards Update that would delay by one year the effective date of this new revenue recognition standard and allow early adoption as of the original public entity effective date. Comments on the proposals are due by May 29, 2015 before a final decision will be made. Under the new standard, an entity should recognize revenue 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 those goods or services. In order to do so, an entity would follow the five-step process for in-scope transactions: 1) identify the contract with a customer, 2) identify the separate performance obligations in the contract, 3) determine the transaction price, 4) allocate the transaction price to the separate performance obligations in the contract, and 5) recognize revenue when (or as) the entity satisfies a performance obligation. The provisions of the new standard are effective for the Company for annual reporting periods beginning after December 15, 2016 and early adoption is not permitted. An entity can apply the new revenue standard retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying the standard recognized at the date of initial application in retained earnings. The Company is currently evaluating the impact, if any, the adoption of this guidance will have on its consolidated financial statements. | |
Other_Comprehensive_Income_Los
Other Comprehensive Income (Loss) | 3 Months Ended | ||||||||||
Mar. 31, 2015 | |||||||||||
Stockholders' Equity Note [Abstract] | |||||||||||
Other Comprehensive Income (Loss) [Text Block] | 4. Other Comprehensive Income (Loss) | ||||||||||
The following tables summarize the accumulated balances related to each component of other comprehensive income (loss) for the three months ended March 31, 2014 and 2015: | |||||||||||
Foreign Currency | Unrealized Net | Accumulated Other | |||||||||
Translation Gains | Gains (Losses) on | Comprehensive | |||||||||
(Losses) | Securities | Gains (Losses) | |||||||||
Balance at December 31, 2013 | $ | -11,816 | $ | 68,507 | $ | 56,691 | |||||
Unrealized gain (loss) | 510 | -8,857 | -8,347 | ||||||||
Net amount reclassified to net loss | — | — | — | ||||||||
Other comprehensive income (loss) | 510 | -8,857 | -8,347 | ||||||||
Balance at March 31, 2014 | $ | -11,306 | $ | 59,650 | $ | 48,344 | |||||
Foreign Currency | Unrealized Net | Accumulated Other | |||||||||
Translation Gains | Gains (Losses) on | Comprehensive | |||||||||
(Losses) | Securities | Gains (Losses) | |||||||||
Balance at December 31, 2014 | $ | -50,592 | $ | -93,336 | $ | -143,928 | |||||
Unrealized gain (loss) | 316 | 139,457 | 139,773 | ||||||||
Net amount reclassified to net loss | — | -4,941 | -4,941 | ||||||||
Other comprehensive income | 316 | 134,516 | 134,832 | ||||||||
Balance at March 31, 2015 | $ | -50,276 | $ | 41,180 | $ | -9,096 | |||||
The assets and liabilities of foreign operations are translated into U.S. dollars using the current exchange rate. For those operations, changes in exchange rates generally do not affect cash flows, which results in translation adjustments being made in stockholders’ equity rather than to net income (loss). | |||||||||||
Investments
Investments | 3 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
Investments, Debt and Equity Securities [Abstract] | ||||||||||||||
Investments in Debt and Marketable Equity Securities (and Certain Trading Assets) Disclosure [Text Block] | 5. Investments | |||||||||||||
The Company applies the fair value measurement and disclosure provisions of ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”). ASC 820, which defines fair value, establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. Investments consist primarily of investments with original maturities greater than three months, but no longer than 24 months when purchased. | ||||||||||||||
ASC 820 establishes a three-level valuation hierarchy for fair value measurements. These valuation techniques are based upon the transparency of inputs (observable and unobservable) to the valuation of an asset or liability as of the measurement date. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. These two types of inputs create the following fair value hierarchy: | ||||||||||||||
Level 1 — Valuation is based on quoted prices for identical assets or liabilities in active markets. | ||||||||||||||
Level 2 — Valuation is based on quoted prices for similar assets or liabilities in active markets, or other inputs that are observable for the asset or liability, either directly or indirectly, for the full term of the financial instrument. | ||||||||||||||
Level 3 — Valuation is based upon other unobservable inputs that are significant to the fair value measurement. | ||||||||||||||
The fair value of the Company’s fixed income securities is based on a market approach using quoted market values. | ||||||||||||||
The following table summarizes the fair value of cash and cash equivalents and investments as of December 31, 2014: | ||||||||||||||
Description | Cost | Level 1 | Level 2 | Fair Value (Carrying | ||||||||||
Value) | ||||||||||||||
Cash | ||||||||||||||
Cash | $ | 6,068,579 | $ | 6,068,579 | $ | — | $ | 6,068,579 | ||||||
Cash equivalents | ||||||||||||||
Money market funds | 39,464,864 | 39,464,864 | — | 39,464,864 | ||||||||||
Cash and cash equivalents | $ | 45,533,443 | $ | 45,533,443 | $ | — | $ | 45,533,443 | ||||||
Short-term investments (due within 1 year) | ||||||||||||||
U.S. government agency obligations | $ | 38,934,684 | $ | 38,928,806 | $ | — | $ | 38,928,806 | ||||||
Corporate obligations | 40,659,036 | — | 40,607,405 | 40,607,405 | ||||||||||
Total short-term investments | $ | 79,593,720 | $ | 38,928,806 | $ | 40,607,405 | $ | 79,536,211 | ||||||
Long-term investments (due after 1 year through 2 years) | ||||||||||||||
U.S. government treasury obligations | $ | 38,626,279 | $ | 38,623,495 | $ | — | $ | 38,623,495 | ||||||
U.S. government agency obligations | 35,223,450 | 35,203,355 | — | 35,203,355 | ||||||||||
Corporate obligations | 7,947,275 | — | 7,934,327 | 7,934,327 | ||||||||||
Total long-term investments | $ | 81,797,004 | $ | 73,826,850 | $ | 7,934,327 | $ | 81,761,177 | ||||||
The following table summarizes the fair value of cash and cash equivalents and investments as of March 31, 2015: | ||||||||||||||
Description | Cost | Level 1 | Level 2 | Fair Value (Carrying | ||||||||||
Value) | ||||||||||||||
Cash | ||||||||||||||
Cash | $ | 1,637,076 | $ | 1,637,076 | $ | — | $ | 1,637,076 | ||||||
Cash equivalents | ||||||||||||||
Money market funds | 27,601,781 | 27,601,781 | — | 27,601,781 | ||||||||||
Cash and cash equivalents | $ | 29,238,857 | $ | 29,238,857 | $ | — | $ | 29,238,857 | ||||||
Short-term investments (due within 1 year) | ||||||||||||||
U.S. government treasury obligations | $ | 26,101,119 | $ | 26,118,030 | $ | — | $ | 26,118,030 | ||||||
U.S. government agency obligations | 52,941,124 | 52,943,439 | — | 52,943,439 | ||||||||||
Corporate obligations | 51,900,307 | — | 51,879,563 | 51,879,563 | ||||||||||
Total short-term investments | $ | 130,942,550 | $ | 79,061,469 | $ | 51,879,563 | $ | 130,941,032 | ||||||
Long-term investments (due after 1 year through 2 years) | ||||||||||||||
U.S. government treasury obligations | $ | 12,500,352 | $ | 12,519,175 | $ | — | $ | 12,519,175 | ||||||
U.S. government agency obligations | 19,851,618 | 19,865,135 | — | 19,865,135 | ||||||||||
Corporate obligations | 4,209,005 | — | 4,219,362 | 4,219,362 | ||||||||||
Total long-term investments | $ | 36,560,975 | $ | 32,384,310 | $ | 4,219,362 | $ | 36,603,672 | ||||||
All securities held at December 31, 2014 and March 31, 2015, were classified as available-for-sale as defined by ASC 320. | ||||||||||||||
Total unrealized gross gains were $79,258 and $82,934 for the three months ended March 31, 2014 and 2015, respectively. Total unrealized gross losses were $19,608 and $41,754 for the three months ended March 31, 2014 and 2015, respectively. The Company does not consider any of the unrealized losses to be other-than-temporary impairments because the Company has the intent and ability to hold investments until they recover in value. Total realized gross gains were $0 and $156 for the three months ended March 31, 2014 and 2015, respectively. There were no total realized gross losses for the three months ended March 31, 2014 and 2015. | ||||||||||||||
Collaborations
Collaborations | 3 Months Ended |
Mar. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Collaborative Arrangement Disclosure [Text Block] | 6. Collaborations |
Merck Collaboration Agreement | |
In April 2012, the Company entered into a worldwide collaboration agreement with Merck Sharp & Dohme Research GmbH, a subsidiary of Merck & Co, Inc. (“Merck”), regarding the development and commercialization of vintafolide, which agreement was terminated by Merck effective September 15, 2014. As a result of the termination of the collaboration with Merck, the Company is no longer eligible for additional milestone payments from Merck. In addition, all obligations of the Company under the agreement have been fulfilled and the Company is not required to perform any additional services to Merck. Pursuant to the collaboration agreement, the Company received a $120.0 million non-refundable upfront payment and a $5.0 million milestone payment in 2012. Under the collaboration agreement, the Company was responsible for the majority of funding and completion of the Phase 3 PROCEED clinical trial of vintafolide for the treatment of patients with platinum-resistant ovarian cancer (“PROC”), which was terminated in May 2014. The Company is responsible for the execution of the Phase 2b TARGET trial of vintafolide for the treatment of second line non-small cell lung cancer, which is now substantially complete, pending the receipt of final overall survival results. Merck was responsible for the costs of the TARGET trial through September 15, 2014. | |
For revenue recognition purposes, the Company viewed the collaboration with Merck as a multiple element arrangement. Multiple element arrangements are analyzed to determine whether the various performance obligations, or elements, can be separated or whether they must be accounted for as a single unit of accounting. The Company evaluated whether the delivered elements under the arrangement had value on a stand-alone basis and whether objective and reliable evidence of fair value of the undelivered element existed. Deliverables that did not meet these criteria were not evaluated separately for the purpose of revenue recognition. For a single unit of accounting, payments received were recognized in a manner consistent with the final deliverable. The Company determined that the deliverables related to the collaboration with Merck, including the licenses granted to Merck, as well as the Company performance obligations to provide various research and development services, would be accounted for as a single unit of account. This determination was made because the successful development of the therapeutic drug, vintafolide, is dependent on the companion diagnostic, etarfolatide, to select patients who are most likely to receive the most benefit from vintafolide. Given the nature of the combined benefit of the companion diagnostic and the therapeutic drug, the research and development services provided by the Company were essential to the overall arrangement as the Company had significant knowledge and technical know-how that was important to realizing the value of the licenses granted. Subsequent to the inception of the Merck arrangement, the Company evaluated the remaining deliverables for separation as items in the arrangement were delivered. | |
The Company recognized the non-refundable $120.0 million upfront payment, the $5.0 million milestone payment and funding from the research and development services on a straight-line basis over the estimated performance period, which started at the date of execution of the agreement. Based on the termination of the PROCEED trial and receiving the notice of termination of the collaboration agreement in 2014, the Company concluded that all of its obligations under the agreement had been fulfilled and the Company is not required to perform any additional services to Merck, and as a result, the entire balance of deferred revenue related to the collaboration agreement was recognized in 2014. The Company recognized approximately $17.3 million of revenue related to the Merck collaboration during the three months ended March 31, 2014. Though accounted for as a single unit of account for presentation purposes, the Company made an allocation of revenue recognized as collaboration revenue between the license and the services. This allocation was based upon the relative selling price of each deliverable. For the three months ended March 31, 2014, license revenue was approximately $13.7 million while research and development services revenue was approximately $3.6 million of the collaboration revenue. | |
NMP License and Commercialization Agreement | |
In August 2013, the Company entered into a license and commercialization agreement with Nihon Medi-Physic Co., LTD. (“NMP”) that grants NMP the right to develop and commercialize etarfolatide in Japan for use in connection with vintafolide in Japan. The Company received a $1.0 million non-refundable upfront payment, is eligible for up to $4.5 million based on the successful achievement of regulatory goals for etarfolatide in five different cancer indications and is eligible to receive double-digit percentage royalties on sales of etarfolatide in Japan. | |
For revenue recognition purposes, the Company viewed the agreement with NMP as a multiple element arrangement. Multiple element arrangements are analyzed to determine whether the various performance obligations, or elements, can be separated or whether they must be accounted for as a single unit of accounting. The Company has identified the deliverables related to the collaboration with NMP, which include the license granted to NMP, as well as the obligation to provide preclinical and clinical supply of etarfolatide, to provide rights to NMP if a product is developed that replaces etarfolatide, the obligation for the Company to provide clinical data to NMP during the contract period and the coordination of development and commercialization efforts between the Company for vintafolide and NMP for etarfolatide in Japan. The Company’s deliverables will be accounted for as a single unit of account, therefore the non-refundable upfront payment is being recognized on a straight-line basis over the performance period. This determination was made because the successful development of etarfolatide in Japan requires the ongoing participation by the Company, including the development of the related therapeutic drug, vintafolide. The performance period over which the revenue will be recognized continues from the date of execution of the agreement through the end of 2033, the estimated termination date of the contract which is when the Company’s performance obligations will be completed. Any significant changes in the timing of the performance period could result in a change in the revenue recognition period. The Company had deferred revenue related to the agreement of approximately $0.9 million at March 31, 2015. Subsequent to the inception of the NMP arrangement, the Company evaluates the remaining deliverables for separation as items in the arrangement are delivered. | |
The arrangement with NMP includes milestone payments of up to approximately $4.5 million and the milestones are based on the commencement of clinical trials in Japan for specific and non-specific indications and filing for approval in Japan for specific and non-specific indications. The Company evaluated each of these milestone payments and believes that all of the milestones are substantive as there is substantial performance risk that must occur in order for them to be met because the Company must complete additional clinical trials which show a positive outcome or receive approval from a regulatory authority and would be commensurate with the enhancement of value of the underlying intellectual property. To date, the products have not been approved in Japan and no revenue has been recognized related to the regulatory milestones or royalties. | |
NMP has the right to terminate the collaboration agreement on 90 days notice prior to first commercial sale in Japan and six months notice after the first commercial sale in Japan. NMP also has the right to terminate the agreement on six months notice if the Company fails to launch vintafolide after receiving regulatory approval in Japan. NMP and the Company each have the right to terminate the agreement due to the material breach or insolvency of the other party. Upon termination of the agreement depending on the circumstances, the parties have varying rights and obligations with respect to licensing and related regulatory materials and data. | |
Stockholders_Equity_Deficit
Stockholders' Equity (Deficit) | 3 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
Equity [Abstract] | ||||||||||||||
Stockholders' Equity Note Disclosure [Text Block] | 7. Stockholders’ Equity (Deficit) | |||||||||||||
Public Offering | ||||||||||||||
On April 2, 2014, the Company completed a public offering of 5,175,000 shares of its common stock in a public offering. Proceeds, net of underwriting discounts, commissions and other transaction costs were $101.9 million. | ||||||||||||||
Stock-Based Compensation Plans | ||||||||||||||
The Company has had stock-based compensation plans since 1997. The awards made under the plans adopted in 1997 and 2007 consisted of stock options. The 2010 Equity Incentive Plan (the “2010 Plan”), which is the only plan under which awards may currently be made, authorizes awards in the form of stock options, stock appreciation rights, restricted stock, PRSUs, performance units and performance shares, and RSUs. Awards under the 2010 Plan may be made to employees, directors and certain consultants as determined by the compensation committee of the board of directors. There were 8,071,563 and 9,742,563 shares of common stock authorized and reserved under these plans at December 31, 2014 and March 31, 2015, respectively. | ||||||||||||||
Stock Options | ||||||||||||||
Under the various plans, employees have been granted incentive stock options, while directors and consultants have been granted non-qualified options. The plans allow the holder of an option to purchase common stock at the exercise price, which was at or above the fair value of the Company’s common stock on the date of grant. | ||||||||||||||
Generally, options granted under the 1997 and 2007 plans in connection with an employee’s commencement of employment vest over a four-year period with one-half of the shares subject to the grant vesting after two years of employment and remaining options vesting monthly over the remainder of the four-year period. Options granted under the 1997 and 2007 plans for performance or promotions vested monthly over a four-year period. Generally, options granted under the 2010 Plan vest annually over a three-year or four-year period. Unexercised stock options terminate on the tenth anniversary date after the date of grant. The Company recognizes stock-based compensation expense over the requisite service period of the individual grantees, which generally equals the vesting period. The Company utilizes a Black-Scholes option-pricing model to estimate the value of stock options. The Black-Scholes model allows the use of a range of assumptions related to volatility, risk-free interest rate, employee exercise behavior and dividend yield. Expected volatilities used in the model beginning in the three months ended March 31, 2015 are based on historical volatility of the Company’s stock prices. Expected volatilities used in the model in periods prior to the three months ended March 31, 2015 were based on a combination of peer volatility and Company volatility. | ||||||||||||||
Due to insufficient history as a public company, the Company is using the “simplified” method for “plain vanilla” options to estimate the expected term of the stock options grants. Under this approach, the weighted-average expected life is presumed to be the average of the vesting term and the contractual term of the option. The risk-free interest rate assumption is derived from the weighted-average yield of a U.S. Treasury security with the same term as the expected life of the options, and the dividend yield assumption is based on historical experience and the Company’s estimate of future dividend yields. | ||||||||||||||
The weighted-average value of the individual options granted during the three months ended March 31, 2014 and 2015 were determined using the following assumptions: | ||||||||||||||
Three Months | ||||||||||||||
Ended | ||||||||||||||
March 31, | ||||||||||||||
2014 | 2015 | |||||||||||||
Expected volatility | 102 | % | 107 | % | ||||||||||
Risk-free interest rate | 1.92 | % | 1.44 | % | ||||||||||
Weighted-average expected life (in years) | 6.3 | 6 | ||||||||||||
Dividend yield | 0 | % | 0 | % | ||||||||||
The Company’s stock option activity and related information are summarized as follows: | ||||||||||||||
Weighted-Average | ||||||||||||||
Remaining | Aggregate | |||||||||||||
Weighted-Average | Contractual Term (In | Intrinsic | ||||||||||||
Options | Exercise Price | Years) | Value | |||||||||||
Outstanding at January 1, 2015 | 5,096,674 | $ | 7.29 | |||||||||||
Granted during period | 851,672 | 5.1 | ||||||||||||
Exercised during period | -114,636 | 2.6 | ||||||||||||
Expired during period | -13,443 | 11.68 | ||||||||||||
Forfeited during year | -177,309 | 8.11 | ||||||||||||
Outstanding at March 31, 2015 | 5,642,958 | $ | 7.02 | 7.12 | $ | 6,705,385 | ||||||||
Exercisable at March 31, 2015 | 3,212,082 | $ | 6.37 | 5.96 | $ | 5,168,069 | ||||||||
As of March 31, 2015, the total remaining unrecognized compensation cost, net of forfeitures, related to stock options granted was $12.0 million, which is expected to be recognized over a weighted average period of approximately 1.7 years. | ||||||||||||||
Restricted Stock Units | ||||||||||||||
In May 2011, the Company adopted and granted awards under a performance-based RSU program (the “2011 PRSU Program”) under the 2010 Plan. Each unit represents an amount equal to one share of the Company’s common stock. The PRSUs will be earned, in whole or in part, based on performance and service conditions. The performance condition is based upon whether the Company receives regulatory approval to sell a therapeutic product, and the awards include a target number of PRSUs that will vest upon a First Commercial Approval, and a maximum number of PRSUs that will vest upon a Second Commercial Approval. Any earned PRSUs will vest fifty percent based on the performance condition of commercial approval and fifty percent one year thereafter to fulfill the service condition, which requires the employee to remain employed by the Company. | ||||||||||||||
As of March 31, 2015, the Company had 219,333 PRSU awards outstanding. The unrecorded stock compensation expense is based on number of units granted, less estimated forfeitures based on the Company’s historical forfeiture rate of 6.49%, and the closing market price of the Company’s common stock at the grant date. As of March 31, 2015, the performance condition of obtaining regulatory approval had not been achieved, therefore, no vesting had occurred. The awards are being accounted for under ASC 718, and compensation expense is to be recorded if the Company determines that it is probable that the performance conditions will be achieved. As of March 31, 2015, it was not probable that the performance conditions will be achieved, therefore, no compensation expense related to the PRSUs was recorded for the three months ended March 31, 2015. Unrecorded compensation expense for the 2011 PRSU Program as of March 31, 2015 was $2.5 million. Based on the performance conditions and the stage of development of our potential products, we have concluded that the performance conditions will not be achieved before the performance deadline and, as a result, we do not expect to recognize any stock-based compensation expense related to the PRSUs. | ||||||||||||||
The RSUs are service-based awards that will vest and be paid, in the form of one share of the Company’s common stock for each RSU, in four equal installments annually beginning in February 2015 for RSUs granted in 2014 and three equal installments annually beginning in February 2016 for RSUs granted in 2015. As of March 31, 2015, the total remaining unrecognized compensation cost, net of forfeitures, related to RSUs was $2.1 million, which is expected to be recognized over a weighted average period of approximately 1.9 years. | ||||||||||||||
The following table sets forth the number of RSUs that were granted, vested and forfeited in the period indicated: | ||||||||||||||
Weighted-Average Grant | ||||||||||||||
Restricted Stock Units | Date Fair Value | |||||||||||||
Outstanding at January 1, 2015 | 161,439 | $ | 11.11 | |||||||||||
Granted during period | 222,976 | 5.1 | ||||||||||||
Vested during period | -40,333 | 11.11 | ||||||||||||
Forfeited during year | -17,730 | 8.74 | ||||||||||||
Outstanding at March 31, 2015 | 326,352 | $ | 7.2 | |||||||||||
Employee Stock Purchase Plan | ||||||||||||||
Effective January 1, 2014, the Company implemented the ESPP. At January 1, 2015 and March 31, 2015, 986,530 common shares were available for issuance under the ESPP. Shares may be issued under the ESPP twice a year. In the year ended December 31, 2014, plan participants purchased 53,250 shares of common stock under the ESPP at an average purchase price of $5.62 per share. There were no purchases during the three months ended March 31, 2015. | ||||||||||||||
Income_Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | 8. Income Taxes |
The Company accounts for income taxes under the liability method in accordance with the provisions of ASC Topic 740, Income Taxes. The Company recognizes future tax benefits, such as net operating losses, to the extent those benefits are expected to be realized in future periods. Due to uncertainty surrounding the realization of its deferred tax assets, the Company has recorded a valuation allowance against its net deferred tax assets. The Company experienced a change in ownership as defined under Section 382 of the U.S. Internal Revenue Code in August 2011. As a result, the future use of its net operating losses and credit equivalents is currently limited to approximately $172.2 million for 2015, $29.7 million for 2016 and $16.8 million for 2017. Any available but unused amounts will become available for use in all successive years. | |
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | 9. Commitments and Contingencies |
On June 24, 2014, a complaint in a securities class action lawsuit was filed against the Company and one of its officers and directors in the United States District Court for the Southern District of Indiana under the following caption: Tony Nguyen, on Behalf of Himself and All Others Similarly Situated v. Endocyte, Inc. and P. Ron Ellis (the “Nguyen Litigation”). On July 13, 2014, a nearly identical complaint in a securities class action lawsuit was filed against the Company and one of its officers and directors in the United States District Court for the Southern District of Indiana under the following caption: Vivian Oh Revocable Trust, Individually and on Behalf of All Others Similarly Situated v. Endocyte, Inc. and P. Ron Ellis (the “Oh Litigation”). On September 22, 2014, the court named a lead plaintiff (“Lead Plaintiff”) and consolidated the Nguyen Litigation and the Oh Litigation under the following caption: Gopichand Vallabhaneni v. Endocyte, Inc. and P. Ron Ellis (the “Vallabhaneni Litigation”) . On November 17, 2014, Lead Plaintiff filed a consolidated amended securities class action complaint (the “Amended Complaint”) against the Company, P. Ron Ellis, Beth Taylor, Michael A. Sherman, John C. Aplin, Philip S. Low, Keith A. Brauer, Ann F. Hanham, Marc Kozin, Peter D. Meldrum, Fred A. Middleton, Lesley Russell (the “Individual Defendants” and collectively with the Company, the “Endocyte Defendants”), and Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc. (the “Underwriter Defendants”). Lead Plaintiff alleged, among other things, that the Endocyte Defendants made false and misleading statements relating to the efficacy of vintafolide and violated Sections 10(b) and 20(a) of the Exchange Act. The putative class related to these allegations consists of all persons who purchased or otherwise acquired the Company’s securities between March 21, 2014 and May 2, 2014. Lead Plaintiff also alleged in the Amended Complaint that the Endocyte Defendants and the Underwriter Defendants violated Sections 11 and 15 of the Securities Act of 1933, as amended (the “Securities Act”), by, among other things, making or allowing the Company to make false and misleading statements regarding positive opinions about vintafolide issued by the European Medicines Agency’s Committee for Medicinal Products for Human Use in the Company’s Registration Statement on Form S-3 filed on March 25, 2014, preliminary prospectus filed on March 26, 2014, and final prospectus filed on March 28, 2014. The putative class related to these allegations consists of all those who purchased or otherwise acquired the Company’s securities pursuant to or traceable to the Company’s April 2, 2014 public offering. | |
Lead Plaintiff seeks the designation of the Vallabhaneni Litigation as a class action, an award of unspecified damages, interest, costs, expert fees and attorneys’ fees, and equitable/injunctive relief or other relief as the court may deem just and proper. Pursuant to a December 9, 2014 order, all Defendants filed a motion to dismiss on March 6, 2015. Lead Plaintiff filed a motion in opposition on April 6, 2015 to which Defendants replied on April 20, 2015. Discovery in this matter is stayed pursuant to provisions of the Private Securities Litigation Reform Act (“PSLRA”) pending resolution of that motion to dismiss. The Company believes that this lawsuit is without merit and has defended, and intends to continue to defend, itself vigorously against the allegations made in the Amended Complaint. | |
On September 23, 2014, a complaint in a shareholder derivative lawsuit was filed against all of the Company’s current directors in the United States District Court for the Southern District of Indiana under the following caption: William Moore, Derivatively on Behalf of Nominal Defendant Endocyte, Inc. v. John C. Aplin, et al. (the “Moore Litigation”). The Company was named as a nominal defendant in the case. The complaint alleged, among other things, that the defendants violated state law, including through breaches of fiduciary duties, gross mismanagement, waste of corporate assets and unjust enrichment, in regard to false and misleading statements and material omissions made concerning the efficacy of vintafolide, causing substantial monetary losses to the Company and other damages, including irreparable damages to the Company’s reputation and goodwill. The complaint sought: unspecified damages from each of the defendants, jointly and severally, together with interest thereon; an order directing that actions be taken to reform and improve the Company’s corporate governance and internal procedures to comply with applicable laws and to protect the Company’s shareholders from a repeat of the alleged damaging events; an award of unspecified exemplary damages; restitution; costs and disbursements, including reasonable attorneys’ and experts’ fees, costs and expenses; and such other and further equitable relief as the court may deem just and proper. | |
On October 31, 2014, a complaint in a shareholder derivative lawsuit nearly identical to the Moore Litigation was filed against all of the Company’s current directors in the United States District Court for the Southern District of Indiana under the following caption: Victor Veloso, Derivatively on Behalf of Endocyte, Inc. v. John C. Aplin, et al. (the “Veloso Litigation”). The Company was named as a nominal defendant in the case. The complaint alleged, among other things, that the defendants violated and breached their fiduciary duties of care, loyalty, reasonable inquiry and good faith by causing the Company to issue false and misleading statements concerning its financial condition, resulting in significant damages, not only monetarily, but also to its corporate image and goodwill, including costs associated with defending securities lawsuits, severe damage to its share price, resulting in an increased cost of capital, the waste of corporate assets and reputational harm. The complaint sought: unspecified damages from all of the defendants; an order directing that the Company take all necessary actions to reform and improve its corporate governance and internal procedures, to comply with existing governance obligations and all applicable laws and to protect the Company and its investors from a recurrence of the alleged damaging events; costs and disbursements, including reasonable attorneys’ fees, accountants’ and experts’ fees, costs and expenses; and such other and further relief as the court deems just and proper. | |
On December 31, 2014, the court appointed co-lead counsel and consolidated the Moore Litigation with the Veloso Litigation under the following caption: In re Endocyte, Inc. Derivative Litigation (the “Endocyte Derivative Litigation”). An amended complaint was filed on February 28, 2015 which contains allegations and requests for relief that are substantially the same as the complaints in the Moore Litigation and the Veloso Litigation. Although this lawsuit is brought nominally on behalf of the Company, the Company expects to incur defense costs and other expenses in connection with the lawsuit. Discovery and other proceedings in this matter are currently stayed pursuant to agreement of the parties pending resolution of the March 6, 2015 motion to dismiss in the Vallabhaneni Litigation. | |
On November 6, 2014, a complaint was filed against the Company, two of its executive officers, Merck and one of Merck’s officers in the Superior Court of Tippecanoe County, Indiana under the following caption: Mohamad Hage and Jamele Hage v. Endocyte, Inc., P. Ron Ellis, Mike A. Sherman, Eric Rubin and Merck & Co., Inc. (the “Hage Litigation”). The complaint alleged, among other things, that the defendants: made false and misleading statements about the efficacy of vintafolide and the likelihood that it would be approved for sale; employed devices, schemes and artifices to defraud; made untrue statements of material facts and omitted to state material facts necessary in order to make the statements made about the Company and its business operations not misleading; and breached fiduciary duties owed to the plaintiffs. The complaint alleged that as a result of the alleged fraudulent misrepresentations, non-disclosures and schemes of the defendants, plaintiffs have suffered pecuniary losses. The plaintiffs seek an award of unspecified actual, compensatory, consequential, incidental and punitive damages, reasonable costs, expert fees and attorneys’ fees, and such equitable/injunctive or other relief as the court may deem just and proper. The Company believes that it may have an obligation to indemnify Merck and its named officer in connection with the Hage Litigation, depending on certain factors. On January 9, 2015, the defendants filed a Motion to Stay the Proceeding or in the Alternative to Stay Discovery (the “Motion to Stay”). A hearing on the Motion to Stay was held on February 19, 2015. On March 20, 2015, the court ruled to stay the case pending final resolution of the Vallabhaneni case. The plaintiffs are currently seeking an interlocutory appeal to which the Company is planning to oppose. The Company believes that this lawsuit is without merit and has defended, and intends to continue to defend, itself vigorously against the allegations made in the complaint. | |
The Company also has certain obligations to indemnify, and advance expenses to, its directors and officers in connection with various actions, suits and proceedings. | |
Restructuring_Costs
Restructuring Costs | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Restructuring Costs [Abstract] | |||||
Restructuring and Related Activities Disclosure [Text Block] | 10. Restructuring Costs | ||||
The Company terminated the PROCEED trial in May 2014 after the interim futility analysis indicated that vintafolide did not demonstrate efficacy on the pre-specified outcome of progression-free survival for the treatment of PROC. As a result, the Company ceased its pre-launch commercial activities in Europe and implemented staff reductions in Europe and in the U.S. All employee and contract termination expenses were recorded and paid in the year ended December 31, 2014. At March 31, 2015, the Company had a clinical trial accrual balance related to the PROCEED trial termination of $0.6 million, which is expected to be fully paid by June 2015. | |||||
The following table summarizes the restructuring accruals for the three months ended March 31, 2015: | |||||
PROCEED | |||||
Trial | |||||
Termination | |||||
Accrual | |||||
Balance, December 31, 2014 | $ | 1,300,000 | |||
Charges for the three months ended March 31, 2015 | — | ||||
Amounts paid in the three months ended March 31, 2015 | -700,000 | ||||
Balance, March 31, 2015 | $ | 600,000 | |||
Significant_Accounting_Policie1
Significant Accounting Policies (Policies) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Accounting Policies [Abstract] | ||||||||
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation | |||||||
The accompanying condensed consolidated financial statements include the accounts of Endocyte, Inc. and its subsidiaries and all intercompany amounts have been eliminated. The condensed consolidated financial statements are prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) for interim financial information to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments, consisting of normal recurring accruals and revisions of estimates, considered necessary for a fair presentation of the accompanying condensed consolidated financial statements have been included. Interim results for the three months ended March 31, 2015 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2015 or any other future period. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. Subsequent events have been evaluated through the date of issuance, which is the same as the date this Form 10-Q is filed with the Securities and Exchange Commission. | ||||||||
Segment Reporting, Policy [Policy Text Block] | Segment Information | |||||||
Operating segments are defined as components of an enterprise engaging in business activities for which discrete financial information is available and regularly reviewed by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company performs clinical trials globally and established a subsidiary in The Netherlands to assist in the administration of filing applications in Europe and a subsidiary in Switzerland for commercial pre-launch activities in Europe. The applications filed in Europe were withdrawn in May 2014 and the pre-launch activities in Europe ceased. The Company is in the process of dissolving Endocyte Europe GmbH, which should be completed in the second or third quarter of 2015. All long-lived assets are held in the U.S. The Company views its operations and manages its business in one operating segment. | ||||||||
Use of Estimates, Policy [Policy Text Block] | Use of Estimates | |||||||
The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual amounts may differ from those estimates. | ||||||||
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents | |||||||
The Company considers cash and all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. Cash equivalents consist primarily of money market instruments that are maintained by an investment manager. | ||||||||
Investment, Policy [Policy Text Block] | Investments | |||||||
Investments consist primarily of investments in U.S. Treasuries, U.S. Government agency obligations and corporate debt securities, which could also include commercial paper, that are maintained by an investment manager. U.S. government agency investments relate to investments in Fannie Mae, Freddie Mac and Federal Home Loan Bank. Management determines the appropriate classification of marketable securities at the time of purchase and reevaluates such classification as of each balance sheet date. Available-for-sale securities are carried at fair value, with the unrealized gains and losses reported in other comprehensive income. Realized gains and losses and declines in value judged to be other-than-temporary on available-for-sale securities are included in other income. The Company considers and accounts for other-than-temporary impairments according to the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 320, Investments — Debt and Equity Securities (“ASC 320”). The cost of securities sold is based on the specific-identification method. Discounts and premiums on debt securities are amortized to interest income and expense over the term of the security. | ||||||||
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition | |||||||
The Company recognizes revenues from license and collaboration agreements when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the fee is fixed or determinable, and there is reasonable assurance that the related amounts are collectible in accordance with ASC Topic 605, Revenue Recognition (“ASC 605”). The Company’s license and collaboration agreements may contain multiple elements, including grants of licenses to intellectual property rights, agreement to provide research and development services and other deliverables. The deliverables under such arrangements are evaluated under ASC Subtopic 605-25, Multiple-Element Arrangements (“ASC 605-25”). Under ASC 605-25, each required deliverable is evaluated to determine whether it qualifies as a separate unit of accounting based on whether the deliverable has “stand-alone value” to the customer. The arrangement’s consideration that is fixed or determinable, excluding contingent milestone payments, is then allocated to each separate unit of accounting based on the relative selling price of each deliverable. In general, the consideration allocated to each unit of accounting is recognized as the related goods or services are delivered, limited to the consideration that is not contingent upon future deliverables. | ||||||||
Upfront payments for licensing the Company's intellectual property are evaluated to determine if the licensee can obtain stand-alone value from the license separate from the value of the research and development services and other deliverables in the arrangement to be provided by the Company. If at the inception of an arrangement the Company determines that the license does not have stand-alone value separate from the research and development services or other deliverables, the license, services and other deliverables are combined as one unit of account and upfront payments are recorded as deferred revenue on the balance sheet and are recognized in a manner consistent with the final deliverable. Subsequent to the inception of an arrangement, the Company evaluates the remaining deliverables for separation as items in the arrangement are delivered. When stand-alone value is identified, the related consideration is recorded as revenue in the period in which the license or other intellectual property rights are delivered. | ||||||||
In those circumstances where research and development services or other deliverables are combined with the license, and multiple services are being performed such that a common output measure to determine a pattern of performance cannot be discerned, the Company recognizes amounts received on a straight line basis over the performance period. Such amounts are recorded as collaboration revenue. Any subsequent reimbursement payments, which are contingent upon the Company’s future research and development expenditures, will be recorded as collaboration revenue and will be recognized on a straight-line basis over the performance period using the cumulative catch up method. The costs associated with these activities are reflected as a component of research and development expense in the statements of operations in the period incurred. In the event of an early termination of a collaboration agreement, any deferred revenue is recognized in the period in which all obligations of the Company under the agreement have been fulfilled. | ||||||||
Milestone payments under collaborative arrangements are triggered either by the results of the Company’s research and development efforts, achievement of regulatory goals or by specified sales results by a third-party collaborator. Milestones related to the Company’s development-based activities may include initiation of various phases of clinical trials and applications and acceptance for product approvals by regulatory agencies. Due to the uncertainty involved in meeting these development-based milestones, the determination is made at the inception of the collaboration agreement whether the development-based milestones are considered to be substantive (i.e. not just achieved through passage of time). In addition, the amounts of the payments assigned thereto are considered to be commensurate with the enhancement of the value of the delivered intellectual property as a result of the Company’s performance. Because the Company’s involvement is necessary to the achievement of development-based milestones, the Company would account for development-based milestones as revenue upon achievement of the substantive milestone events. Milestones related to sales-based activities may be triggered upon events such as first commercial sale of a product or when sales first achieve a defined level. Since these sales-based milestones would be achieved after the completion of the Company’s development activities, the Company would account for the sales-based milestones in the same manner as royalties, with revenue recognized upon achievement of the milestone. Royalties based on reported sales of licensed products will be recognized based on contract terms when reported sales are reliably measurable and collectability is reasonably assured. To date, none of the Company's products have been approved and therefore the Company has not earned any royalty revenue from product sales. In territories where the Company and a collaborator may share profit, the revenue would be recorded in the period earned. | ||||||||
The Company often is required to make estimates regarding drug development and commercialization timelines for compounds being developed pursuant to a collaboration agreement. Because the drug development process is lengthy and the Company’s collaboration agreements typically cover activities over several years, this approach often results in the deferral of significant amounts of revenue into future periods. In addition, because of the many risks and uncertainties associated with the development of drug candidates, the Company’s estimates regarding the period of performance may change in the future. Any change in the Company’s estimates or a termination of the arrangement could result in substantial changes to the period over which the revenues are recognized. | ||||||||
Research and Development Expense, Policy [Policy Text Block] | Research and Development Expenses | |||||||
Research and development expenses represent costs associated with the ongoing development of SMDCs and companion imaging agents and include salaries, supplies, depreciation, and expenses for clinical trials. The Company records accruals for clinical trial expenses based on the estimated amount of work completed. The Company monitors patient enrollment levels and related activities to the extent possible through internal reviews, correspondence, and discussions with research organizations. In the event that a clinical trial is terminated early, the Company records, in the period of termination, an accrual for the estimated remaining costs to complete the trial. | ||||||||
Upfront payments made in connection with business collaborations and research and development arrangements are evaluated under ASC Subtopic 730-20, Research and Development Arrangements. Upfront payments made in connection with business development collaborations are expensed as research and development costs, as the assets acquired do not have alternative future use. Amounts related to future research and development are capitalized as prepaid research and development and are expensed over the service period based upon the level of services provided. As of March 31, 2015, the Company had approximately $0.3 million of capitalized research and development costs included in prepaid expenses. | ||||||||
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock-Based Compensation | |||||||
The Company accounts for its stock-based compensation awards pursuant to ASC Topic 718, Compensation — Stock Compensation (“ASC 718”), which requires the recognition of the fair value of stock-based compensation in net income. Stock-based compensation consists of stock options, which are granted at exercise prices at or above the fair market value of the Company’s common stock on the dates of grant, service-based restricted stock units (“RSUs”) and performance-based RSUs (“PRSUs”). For PRSUs issued by the Company, stock-based compensation expense would be recognized if and when the Company determines that it is probable that the performance conditions will be achieved. For RSUs issued by the Company, stock-based compensation expense is recognized ratably over the service period. The Company recognizes compensation cost based on the grant-date fair value estimated in accordance with the provisions of ASC 718. | ||||||||
Earnings Per Share, Policy [Policy Text Block] | Net Loss Per Share | |||||||
Basic net loss per share is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period, without consideration for common stock equivalents. Diluted net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common share equivalents outstanding for the period determined using the treasury-stock method and the if-converted method. For purposes of this calculation, stock options, warrants, PRSUs, RSUs and shares to be purchased under the Company’s 2010 Employee Stock Purchase Plan (“ESPP”) are considered to be common stock equivalents and are only included in the calculation of diluted net loss per share when their effect is dilutive. | ||||||||
Common stock equivalents | ||||||||
As of March 31, 2014 and 2015, the following number of potential common stock equivalents were outstanding: | ||||||||
As of March 31, | ||||||||
2014 | 2015 | |||||||
Outstanding common stock options | 5,939,710 | 5,642,958 | ||||||
Outstanding warrants | 34,647 | 34,647 | ||||||
Outstanding PRSUs | 270,649 | 219,333 | ||||||
Outstanding RSUs | 196,710 | 326,352 | ||||||
Shares to be purchased under the ESPP | — | 19,548 | ||||||
Total | 6,441,716 | 6,242,838 | ||||||
These common stock equivalents were excluded from the determination of diluted net loss per share due to their anti-dilutive effect on earnings. | ||||||||
Significant_Accounting_Policie2
Significant Accounting Policies (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Accounting Policies [Abstract] | ||||||||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | As of March 31, 2014 and 2015, the following number of potential common stock equivalents were outstanding: | |||||||
As of March 31, | ||||||||
2014 | 2015 | |||||||
Outstanding common stock options | 5,939,710 | 5,642,958 | ||||||
Outstanding warrants | 34,647 | 34,647 | ||||||
Outstanding PRSUs | 270,649 | 219,333 | ||||||
Outstanding RSUs | 196,710 | 326,352 | ||||||
Shares to be purchased under the ESPP | — | 19,548 | ||||||
Total | 6,441,716 | 6,242,838 | ||||||
Other_Comprehensive_Income_Los1
Other Comprehensive Income (Loss) (Tables) | 3 Months Ended | ||||||||||
Mar. 31, 2015 | |||||||||||
Other Comprehensive Income (Loss), Tax [Abstract] | |||||||||||
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | The following tables summarize the accumulated balances related to each component of other comprehensive income (loss) for the three months ended March 31, 2014 and 2015: | ||||||||||
Foreign Currency | Unrealized Net | Accumulated Other | |||||||||
Translation Gains | Gains (Losses) on | Comprehensive | |||||||||
(Losses) | Securities | Gains (Losses) | |||||||||
Balance at December 31, 2013 | $ | -11,816 | $ | 68,507 | $ | 56,691 | |||||
Unrealized gain (loss) | 510 | -8,857 | -8,347 | ||||||||
Net amount reclassified to net loss | — | — | — | ||||||||
Other comprehensive income (loss) | 510 | -8,857 | -8,347 | ||||||||
Balance at March 31, 2014 | $ | -11,306 | $ | 59,650 | $ | 48,344 | |||||
Foreign Currency | Unrealized Net | Accumulated Other | |||||||||
Translation Gains | Gains (Losses) on | Comprehensive | |||||||||
(Losses) | Securities | Gains (Losses) | |||||||||
Balance at December 31, 2014 | $ | -50,592 | $ | -93,336 | $ | -143,928 | |||||
Unrealized gain (loss) | 316 | 139,457 | 139,773 | ||||||||
Net amount reclassified to net loss | — | -4,941 | -4,941 | ||||||||
Other comprehensive income | 316 | 134,516 | 134,832 | ||||||||
Balance at March 31, 2015 | $ | -50,276 | $ | 41,180 | $ | -9,096 | |||||
Investments_Tables
Investments (Tables) | 3 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
Investments, Debt and Equity Securities [Abstract] | ||||||||||||||
Schedule Of Cash And Cash Equivalents And Short Term And Long Term Investments [Table Text Block] | The following table summarizes the fair value of cash and cash equivalents and investments as of December 31, 2014: | |||||||||||||
Description | Cost | Level 1 | Level 2 | Fair Value (Carrying | ||||||||||
Value) | ||||||||||||||
Cash | ||||||||||||||
Cash | $ | 6,068,579 | $ | 6,068,579 | $ | — | $ | 6,068,579 | ||||||
Cash equivalents | ||||||||||||||
Money market funds | 39,464,864 | 39,464,864 | — | 39,464,864 | ||||||||||
Cash and cash equivalents | $ | 45,533,443 | $ | 45,533,443 | $ | — | $ | 45,533,443 | ||||||
Short-term investments (due within 1 year) | ||||||||||||||
U.S. government agency obligations | $ | 38,934,684 | $ | 38,928,806 | $ | — | $ | 38,928,806 | ||||||
Corporate obligations | 40,659,036 | — | 40,607,405 | 40,607,405 | ||||||||||
Total short-term investments | $ | 79,593,720 | $ | 38,928,806 | $ | 40,607,405 | $ | 79,536,211 | ||||||
Long-term investments (due after 1 year through 2 years) | ||||||||||||||
U.S. government treasury obligations | $ | 38,626,279 | $ | 38,623,495 | $ | — | $ | 38,623,495 | ||||||
U.S. government agency obligations | 35,223,450 | 35,203,355 | — | 35,203,355 | ||||||||||
Corporate obligations | 7,947,275 | — | 7,934,327 | 7,934,327 | ||||||||||
Total long-term investments | $ | 81,797,004 | $ | 73,826,850 | $ | 7,934,327 | $ | 81,761,177 | ||||||
The following table summarizes the fair value of cash and cash equivalents and investments as of March 31, 2015: | ||||||||||||||
Description | Cost | Level 1 | Level 2 | Fair Value (Carrying | ||||||||||
Value) | ||||||||||||||
Cash | ||||||||||||||
Cash | $ | 1,637,076 | $ | 1,637,076 | $ | — | $ | 1,637,076 | ||||||
Cash equivalents | ||||||||||||||
Money market funds | 27,601,781 | 27,601,781 | — | 27,601,781 | ||||||||||
Cash and cash equivalents | $ | 29,238,857 | $ | 29,238,857 | $ | — | $ | 29,238,857 | ||||||
Short-term investments (due within 1 year) | ||||||||||||||
U.S. government treasury obligations | $ | 26,101,119 | $ | 26,118,030 | $ | — | $ | 26,118,030 | ||||||
U.S. government agency obligations | 52,941,124 | 52,943,439 | — | 52,943,439 | ||||||||||
Corporate obligations | 51,900,307 | — | 51,879,563 | 51,879,563 | ||||||||||
Total short-term investments | $ | 130,942,550 | $ | 79,061,469 | $ | 51,879,563 | $ | 130,941,032 | ||||||
Long-term investments (due after 1 year through 2 years) | ||||||||||||||
U.S. government treasury obligations | $ | 12,500,352 | $ | 12,519,175 | $ | — | $ | 12,519,175 | ||||||
U.S. government agency obligations | 19,851,618 | 19,865,135 | — | 19,865,135 | ||||||||||
Corporate obligations | 4,209,005 | — | 4,219,362 | 4,219,362 | ||||||||||
Total long-term investments | $ | 36,560,975 | $ | 32,384,310 | $ | 4,219,362 | $ | 36,603,672 | ||||||
Stockholders_Equity_Deficit_Ta
Stockholders' Equity (Deficit) (Tables) | 3 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
Equity [Abstract] | ||||||||||||||
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | The weighted-average value of the individual options granted during the three months ended March 31, 2014 and 2015 were determined using the following assumptions: | |||||||||||||
Three Months | ||||||||||||||
Ended | ||||||||||||||
March 31, | ||||||||||||||
2014 | 2015 | |||||||||||||
Expected volatility | 102 | % | 107 | % | ||||||||||
Risk-free interest rate | 1.92 | % | 1.44 | % | ||||||||||
Weighted-average expected life (in years) | 6.3 | 6 | ||||||||||||
Dividend yield | 0 | % | 0 | % | ||||||||||
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | The Company’s stock option activity and related information are summarized as follows: | |||||||||||||
Weighted-Average | ||||||||||||||
Remaining | Aggregate | |||||||||||||
Weighted-Average | Contractual Term (In | Intrinsic | ||||||||||||
Options | Exercise Price | Years) | Value | |||||||||||
Outstanding at January 1, 2015 | 5,096,674 | $ | 7.29 | |||||||||||
Granted during period | 851,672 | 5.1 | ||||||||||||
Exercised during period | -114,636 | 2.6 | ||||||||||||
Expired during period | -13,443 | 11.68 | ||||||||||||
Forfeited during year | -177,309 | 8.11 | ||||||||||||
Outstanding at March 31, 2015 | 5,642,958 | $ | 7.02 | 7.12 | $ | 6,705,385 | ||||||||
Exercisable at March 31, 2015 | 3,212,082 | $ | 6.37 | 5.96 | $ | 5,168,069 | ||||||||
Schedule of Nonvested Share Activity [Table Text Block] | The following table sets forth the number of RSUs that were granted, vested and forfeited in the period indicated: | |||||||||||||
Weighted-Average Grant | ||||||||||||||
Restricted Stock Units | Date Fair Value | |||||||||||||
Outstanding at January 1, 2015 | 161,439 | $ | 11.11 | |||||||||||
Granted during period | 222,976 | 5.1 | ||||||||||||
Vested during period | -40,333 | 11.11 | ||||||||||||
Forfeited during year | -17,730 | 8.74 | ||||||||||||
Outstanding at March 31, 2015 | 326,352 | $ | 7.2 | |||||||||||
Restructuring_Costs_Tables
Restructuring Costs (Tables) | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Restructuring Costs [Abstract] | |||||
Restructuring and Related Costs [Table Text Block] | The following table summarizes the restructuring accruals for the three months ended March 31, 2015: | ||||
PROCEED | |||||
Trial | |||||
Termination | |||||
Accrual | |||||
Balance, December 31, 2014 | $ | 1,300,000 | |||
Charges for the three months ended March 31, 2015 | — | ||||
Amounts paid in the three months ended March 31, 2015 | -700,000 | ||||
Balance, March 31, 2015 | $ | 600,000 | |||
Significant_Accounting_Policie3
Significant Accounting Policies (Details) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential Common Stock Equivalents, Outstanding | 6,242,838 | 6,441,716 |
Outstanding common stock options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential Common Stock Equivalents, Outstanding | 5,642,958 | 5,939,710 |
Outstanding PRSUs [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential Common Stock Equivalents, Outstanding | 219,333 | 270,649 |
Outstanding RSUs [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential Common Stock Equivalents, Outstanding | 326,352 | 196,710 |
Shares to be purchased under the ESPP [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential Common Stock Equivalents, Outstanding | 19,548 | 0 |
Outstanding warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential Common Stock Equivalents, Outstanding | 34,647 | 34,647 |
Significant_Accounting_Policie4
Significant Accounting Policies (Details Textual) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Significant Accounting Policies [Line Items] | ||
Prepaid Expense, Current | $1,368,123 | $609,771 |
Research and Development Arrangement [Member] | ||
Significant Accounting Policies [Line Items] | ||
Prepaid Expense, Current | $300,000 |
Other_Comprehensive_Income_Los2
Other Comprehensive Income (Loss) (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Foreign Currency Translation Gains (Losses), Beginning balance | ($50,592) | ($11,816) |
Foreign Currency Translation Gains (Losses), Unrealized gain (loss) | 316 | 510 |
Foreign Currency Translation Gains (Losses), Net amount reclassified to net loss | 0 | 0 |
Foreign Currency Translation Gains (Losses), Other comprehensive income (loss) | 316 | 510 |
Foreign Currency Translation Gains (Losses), Ending balance | -50,276 | -11,306 |
Unrealized Net Gains (Losses) on Securities, Beginning balance | -93,336 | 68,507 |
Unrealized Net Gains (Losses) on Securities, Unrealized gain (loss) | 139,457 | -8,857 |
Unrealized Net Gains (Losses) on Securities, Net amount reclassified to net loss | -4,941 | 0 |
Unrealized Net Gains (Losses) on Securities, Other comprehensive income (loss) | 134,516 | -8,857 |
Unrealized Net Gains (Losses) on Securities, Ending balance | 41,180 | 59,650 |
Accumulated Other Comprehensive Gains (Losses), Beginning balance | -143,928 | 56,691 |
Accumulated Other Comprehensive Gains (Losses), Unrealized gain (loss) | 139,773 | -8,347 |
Accumulated Other Comprehensive Gains (Losses), Net amount reclassified to net loss | -4,941 | 0 |
Accumulated Other Comprehensive Gains (Losses), Other comprehensive income (loss) | 134,832 | -8,347 |
Accumulated Other Comprehensive Gains (Losses), Ending balance | ($9,096) | $48,344 |
Investments_Details
Investments (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 |
Cash | ||||
Cash | $1,637,076 | $6,068,579 | ||
Cash equivalents | ||||
Money market funds | 27,601,781 | 39,464,864 | ||
Cash and cash equivalents | 29,238,857 | 45,533,443 | 32,854,940 | 52,846,940 |
Short-term investments (due within 1 year) | ||||
Total short-term investments | 130,941,032 | 79,536,211 | ||
Long-term investments (due after 1 year through 2 years) | ||||
Total long-term investments | 36,603,672 | 81,761,177 | ||
US Treasury Securities [Member] | ||||
Short-term investments (due within 1 year) | ||||
Total short-term investments | 26,118,030 | |||
Long-term investments (due after 1 year through 2 years) | ||||
Total long-term investments | 12,519,175 | 38,623,495 | ||
US Government Agencies Debt Securities [Member] | ||||
Short-term investments (due within 1 year) | ||||
Total short-term investments | 52,943,439 | 38,928,806 | ||
Long-term investments (due after 1 year through 2 years) | ||||
Total long-term investments | 19,865,135 | 35,203,355 | ||
Corporate Debt Securities [Member] | ||||
Short-term investments (due within 1 year) | ||||
Total short-term investments | 51,879,563 | 40,607,405 | ||
Long-term investments (due after 1 year through 2 years) | ||||
Total long-term investments | 4,219,362 | 7,934,327 | ||
Fair Value, Inputs, Level 1 [Member] | ||||
Cash | ||||
Cash | 1,637,076 | 6,068,579 | ||
Cash equivalents | ||||
Money market funds | 27,601,781 | 39,464,864 | ||
Cash and cash equivalents | 29,238,857 | 45,533,443 | ||
Short-term investments (due within 1 year) | ||||
Total short-term investments | 79,061,469 | 38,928,806 | ||
Long-term investments (due after 1 year through 2 years) | ||||
Total long-term investments | 32,384,310 | 73,826,850 | ||
Fair Value, Inputs, Level 1 [Member] | US Treasury Securities [Member] | ||||
Short-term investments (due within 1 year) | ||||
Total short-term investments | 26,118,030 | |||
Long-term investments (due after 1 year through 2 years) | ||||
Total long-term investments | 12,519,175 | 38,623,495 | ||
Fair Value, Inputs, Level 1 [Member] | US Government Agencies Debt Securities [Member] | ||||
Short-term investments (due within 1 year) | ||||
Total short-term investments | 52,943,439 | 38,928,806 | ||
Long-term investments (due after 1 year through 2 years) | ||||
Total long-term investments | 19,865,135 | 35,203,355 | ||
Fair Value, Inputs, Level 1 [Member] | Corporate Debt Securities [Member] | ||||
Short-term investments (due within 1 year) | ||||
Total short-term investments | 0 | 0 | ||
Long-term investments (due after 1 year through 2 years) | ||||
Total long-term investments | 0 | 0 | ||
Fair Value, Inputs, Level 2 [Member] | ||||
Cash | ||||
Cash | 0 | 0 | ||
Cash equivalents | ||||
Money market funds | 0 | 0 | ||
Cash and cash equivalents | 0 | 0 | ||
Short-term investments (due within 1 year) | ||||
Total short-term investments | 51,879,563 | 40,607,405 | ||
Long-term investments (due after 1 year through 2 years) | ||||
Total long-term investments | 4,219,362 | 7,934,327 | ||
Fair Value, Inputs, Level 2 [Member] | US Treasury Securities [Member] | ||||
Short-term investments (due within 1 year) | ||||
Total short-term investments | 0 | |||
Long-term investments (due after 1 year through 2 years) | ||||
Total long-term investments | 0 | 0 | ||
Fair Value, Inputs, Level 2 [Member] | US Government Agencies Debt Securities [Member] | ||||
Short-term investments (due within 1 year) | ||||
Total short-term investments | 0 | 0 | ||
Long-term investments (due after 1 year through 2 years) | ||||
Total long-term investments | 0 | 0 | ||
Fair Value, Inputs, Level 2 [Member] | Corporate Debt Securities [Member] | ||||
Short-term investments (due within 1 year) | ||||
Total short-term investments | 51,879,563 | 40,607,405 | ||
Long-term investments (due after 1 year through 2 years) | ||||
Total long-term investments | 4,219,362 | 7,934,327 | ||
Cost [Member] | ||||
Cash | ||||
Cash | 1,637,076 | 6,068,579 | ||
Cash equivalents | ||||
Money market funds | 27,601,781 | 39,464,864 | ||
Cash and cash equivalents | 29,238,857 | 45,533,443 | ||
Short-term investments (due within 1 year) | ||||
Total short-term investments | 130,942,550 | 79,593,720 | ||
Long-term investments (due after 1 year through 2 years) | ||||
Total long-term investments | 36,560,975 | 81,797,004 | ||
Cost [Member] | US Treasury Securities [Member] | ||||
Short-term investments (due within 1 year) | ||||
Total short-term investments | 26,101,119 | |||
Long-term investments (due after 1 year through 2 years) | ||||
Total long-term investments | 12,500,352 | 38,626,279 | ||
Cost [Member] | US Government Agencies Debt Securities [Member] | ||||
Short-term investments (due within 1 year) | ||||
Total short-term investments | 52,941,124 | 38,934,684 | ||
Long-term investments (due after 1 year through 2 years) | ||||
Total long-term investments | 19,851,618 | 35,223,450 | ||
Cost [Member] | Corporate Debt Securities [Member] | ||||
Short-term investments (due within 1 year) | ||||
Total short-term investments | 51,900,307 | 40,659,036 | ||
Long-term investments (due after 1 year through 2 years) | ||||
Total long-term investments | $4,209,005 | $7,947,275 |
Investments_Details_Textual
Investments (Details Textual) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Schedule of Trading Securities and Other Trading Assets [Line Items] | ||
Unrealized Gain on Securities | $82,934 | $79,258 |
Unrealized Loss on Securities | 41,754 | 19,608 |
Realized Gain on Securities | $156 | $0 |
Collaborations_Details_Textual
Collaborations (Details Textual) (USD $) | 1 Months Ended | 3 Months Ended | 0 Months Ended | |
Apr. 30, 2012 | Mar. 31, 2015 | Mar. 31, 2014 | Aug. 13, 2013 | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||
Non-refundable Upfront Payments Received | $120,000,000 | |||
Collaboration Revenue | 12,500 | 17,268,651 | ||
Licenses Revenue | 13,700,000 | |||
License and Services Revenue | 3,600,000 | |||
NMP [Member] | ||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||
Non-refundable Upfront Payments Received | 1,000,000 | |||
Deferred Revenue | 900,000 | |||
Potential Milestone Payments | 4,500,000 | |||
Non Substantive Milestone [Member] | ||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||
Non-refundable Upfront Payments Received | $5,000,000 |
Stockholders_Equity_Deficit_De
Stockholders' Equity (Deficit) (Details) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Weighted-average volatility | 107.00% | 102.00% |
Risk-free interest rate | 1.44% | 1.92% |
Weighted-average expected life (in years) | 6 years | 6 years 3 months 18 days |
Dividend yield | 0.00% | 0.00% |
Stockholders_Equity_Deficit_De1
Stockholders' Equity (Deficit) (Details 1) (Stock Option [Member], USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Stock Option [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options, Outstanding, Beginning Balance | 5,096,674 |
Options, Granted during year | 851,672 |
Options, Exercised during year | -114,636 |
Options, Expired during year | -13,443 |
Options, Forfeited during year | -177,309 |
Options, Outstanding, Ending Balance | 5,642,958 |
Options, Exercisable | 3,212,082 |
Weighted Average Exercise Price, Outstanding, Beginning Balance | $7.29 |
Weighted Average Exercise Price, Granted during year | $5.10 |
Weighted Average Exercise Price, Exercised during year | $2.60 |
Weighted average Exercise Price, Expired during year | $11.68 |
Weighted Average Exercise Price, Forfeited during year | $8.11 |
Weighted Average Exercise Price, Outstanding, Ending Balance | $7.02 |
Weighted Average Exercise Price, Exercisable | $6.37 |
Weighted Average Remaining Contractual Term, Outstanding, Ending Balance | 7 years 1 month 13 days |
Weighted Average Remaining Contractual Term, Exercisable | 5 years 11 months 16 days |
Aggregate Intrinsic Value, Outstanding, Ending Balance | $6,705,385 |
Aggregate Intrinsic Value, Exercisable | $5,168,069 |
Stockholders_Equity_Deficit_De2
Stockholders' Equity (Deficit) (Details 2) (Restricted Stock Units (RSUs) [Member], USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Restricted Stock Units (RSUs) [Member] | |
Restricted Stock Units [Abstract] | |
Restricted Stock Units, Outstanding, Beginning Balance | 161,439 |
Restricted Stock Units, Granted during year | 222,976 |
Restricted Stock Units, Vested during year | -40,333 |
Restricted Stock Units, Forfeited during year | -17,730 |
Restricted Stock Units, Outstanding, Ending Balance | 326,352 |
Restricted Stock Units Weighted Average Grant Date Fair Value [Abstract] | |
Weighted-Average Grant Date Value, Outstanding, Beginning Balance | $11.11 |
Weighted-Average Grant Date Value, Granted during year | $5.10 |
Weighted-Average Grant Date Value, Vested during year | $11.11 |
Weighted-Average Grant Date Value, Forfeited during year | $8.74 |
Weighted-Average Grant Date Value, Outstanding, Ending Balance | $7.20 |
Stockholders_Equity_Deficit_De3
Stockholders' Equity (Deficit) (Details Textual) (USD $) | 3 Months Ended | 1 Months Ended | 12 Months Ended |
In Millions, except Share data, unless otherwise specified | Mar. 31, 2015 | Apr. 02, 2014 | Dec. 31, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $12 | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 8 months 12 days | ||
Restricted Stock Units (RSUs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 10 months 24 days | ||
Allocated Share-based Compensation Expense | 2.1 | ||
Performance-based Restricted Stock Units (PRSUs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percentage of Historical Forfeiture | 6.49% | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options | 2.5 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Beginning Balance | 219,333 | ||
Public Offering [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock Issued During Period, Shares, New Issues | 5,175,000 | ||
Proceeds from Issuance of Common Stock | $101.90 | ||
Equity Incentive Plan 2010 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common Stock, Shares Authorized | 9,742,563 | 8,071,563 | |
Employee Stock Purchase Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $5.62 | ||
Stock Issued During Period, Shares, Employee Stock Purchase Plans | 53,250 | ||
Common Stock, Capital Shares Reserved for Future Issuance | 986,530 |
Income_Taxes_Details_Textual
Income Taxes (Details Textual) (USD $) | Mar. 31, 2015 |
In Millions, unless otherwise specified | |
For 2015 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | $172.20 |
For 2016 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | 29.7 |
For 2017 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | $16.80 |
Restructuring_Costs_Details
Restructuring Costs (Details) (Proceed Trial Termination [Member], USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Proceed Trial Termination [Member] | |
Balance, December 31, 2014 | $1,300,000 |
Charges for the three months ended March 31, 2015 | 0 |
Amounts paid in the three months ended March 31, 2015 | -700,000 |
Balance, March 31, 2015 | $600,000 |
Restructuring_Costs_Details_Te
Restructuring Costs (Details Textual) (Proceed Trial Termination [Member], USD $) | Mar. 31, 2015 |
In Millions, unless otherwise specified | |
Proceed Trial Termination [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Accrual Restructuring Cost Balance | $0.60 |