Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 10, 2015 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | GLYC | |
Entity Registrant Name | GLYCOMIMETICS INC | |
Entity Central Index Key | 1,253,689 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 19,038,167 |
Balance Sheets
Balance Sheets - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Current Assets: | ||
Cash and cash equivalents | $ 53,759,839 | $ 55,198,923 |
Prepaid expenses and other current assets | 718,234 | 916,249 |
Total current assets | 54,478,073 | 56,115,172 |
Property and equipment, net | 567,219 | 452,270 |
Prepaid research and development expenses | 696,531 | 696,531 |
Total assets | 55,741,823 | 57,263,973 |
Current liabilities: | ||
Accounts payable | 633,093 | 874,028 |
Accrued bonuses | 695,507 | 753,786 |
Accrued expenses | 5,521,699 | 4,735,719 |
Current portion of deferred rent | 97,012 | |
Total current liabilities | 6,850,299 | 6,460,545 |
Deferred rent | 186,526 | |
Total liabilities | 7,036,825 | 6,460,545 |
Stockholders' equity: | ||
Common stock; $0.001 par value; 100,000,000 authorized, 19,037,133 issued and outstanding at September 30, 2015; 18,939,838 shares issued and outstanding at December 31, 2014 | 19,038 | 18,940 |
Additional paid-in capital | 126,970,730 | 125,181,463 |
Accumulated deficit | (78,284,770) | (74,396,975) |
Total stockholders' equity | 48,704,998 | 50,803,428 |
Total liabilities and stockholders' equity | $ 55,741,823 | $ 57,263,973 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Preferred Stock, par value | $ 0.001 | $ 0.001 |
Preferred Stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred Stock, shares issued | 0 | 0 |
Preferred Stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 19,037,133 | 18,939,838 |
Common stock, shares outstanding | 19,037,133 | 18,939,838 |
Statements of Operations and Co
Statements of Operations and Comprehensive Income - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Statement [Abstract] | ||||
Revenue | $ 20,035,375 | $ 15,027,004 | ||
Costs and expenses: | ||||
Research and development expense | $ 5,038,380 | $ 5,050,666 | 18,088,994 | 14,290,083 |
General and administrative expense | 2,132,993 | 1,648,496 | 5,843,680 | 4,478,491 |
Total costs and expenses | 7,171,373 | 6,699,162 | 23,932,674 | 18,768,574 |
Loss from operations | (7,171,373) | (6,699,162) | (3,897,299) | (3,741,570) |
Other income | 3,302 | 4,827 | 9,504 | 13,863 |
Loss and comprehensive loss before income taxes | (7,168,071) | (6,694,335) | (3,887,795) | (3,727,707) |
Income tax (benefit) | (76,758) | 0 | ||
Net loss and comprehensive loss | $ (7,168,071) | $ (6,617,577) | $ (3,887,795) | $ (3,727,707) |
Net loss per share—basic | $ (0.38) | $ (0.35) | $ (0.20) | $ (0.20) |
Net loss per share—diluted | $ (0.38) | $ (0.35) | $ (0.20) | $ (0.20) |
Weighted average shares outstanding—basic | 19,025,623 | 18,893,834 | 18,999,705 | 18,311,358 |
Weighted average shares outstanding—diluted | 19,025,623 | 18,893,834 | 18,999,705 | 18,311,358 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Operating activities | ||
Net loss | $ (3,887,795) | $ (3,727,707) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Depreciation | 142,417 | 114,261 |
Loss on disposal of property and equipment | 8,001 | 1,424 |
Stock based compensation expense | 1,678,668 | 1,152,420 |
Changes in assets and liabilities: | ||
Prepaid expenses and other current assets | 198,015 | 1,985,251 |
Accounts payable | (240,935) | (561,176) |
Accrued expenses | 727,701 | 2,984,607 |
Deferred rent | 89,514 | (76,188) |
Net cash (used in) provided by operating activities | (1,284,414) | 1,872,892 |
Investing activities | ||
Purchases of property and equipment | (265,367) | (197,738) |
Net cash used in investing activities | (265,367) | (197,738) |
Financing activities | ||
Proceeds from issuance of common stock, net of issuance costs | 57,248,219 | |
Proceeds from exercise of stock options and warrants | 110,697 | 128,127 |
Net cash provided by financing activities | 110,697 | 57,376,346 |
Net change in cash and cash equivalents | (1,439,084) | 59,051,500 |
Cash and cash equivalents, beginning of period | 55,198,923 | 2,310,603 |
Cash and cash equivalents, end of period | $ 53,759,839 | 61,362,103 |
Series A-1 Convertible Preferred Stock [Member] | ||
Supplemental schedule of noncash financing activities | ||
Conversion of Series A convertible preferred stock to common stock | $ 38,805,055 |
Description of the Business
Description of the Business | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of the Business | GLYCOMIMETICS, INC. Notes to Unaudited Financial Statement s 1. Description of the Business GlycoMimetics, Inc. (the Company), a Delaware corporation headquartered in Gaithersburg, Maryland, was incorporated on April 4, 2003 and commenced operations on May 21, 2003 . The company is a clinical stage biotechnology company focused on the discovery and development of novel glycomimetic drugs to address unmet medical needs resulting from diseases in which carbohydrate biology plays a key role. Glycomimetics are molecules that mimic the structure of carbohydrates involved in important biological processes. Using its expertise in carbohydrate chemistry and knowledge of carbohydrate biology, the Company is developing a pipeline of proprietary glycomimetics that inhibit disease-related functions of carbohydrates, such as the roles they play in inflammation, cancer and infection. The Company’s executive personnel have devoted substantially all of their time to date to the planning and organization of the Company, the process of hiring scientists, initiating research and development programs and securing adequate capital for anticipated growth and operations. The Company has not commercialized any of its drug candidates or commenced commercial operations. The Company is subject to a number of risks similar to those of other companies in similar development stages, including dependence on key individuals, the need to develop commercially viable drugs, competition from other companies, many of whom are larger and better capitalized, and the need to obtain adequate additional financing to fund the development of its drug candidates. The Company has incurred significant operating losses since inception and has relied on its ability to fund its operations through private and public equity financings, and management expects operating losses and negative operating cash flows to continue for the foreseeable future. As the Company continues to incur losses, profitability will be dependent upon the successful development, approval, and commercialization of its drug candidates and achieving a level of revenues adequate to support the Company’s cost structure. The Company may never achieve profitability, and unless and until it does, the Company will continue to need to raise additional capital. Management intends to fund future operations through additional public or private equity or debt offerings and may seek additional capital through arrangements with strategic partners or from other sources . |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. Significant Accounting Policies Basis of Accounting The accompanying financial statements were prepared based on the accrual method of accounting in accordance with U.S. generally accepted accounting principles (GAAP). Unaudited Financial Statements The accompanying balance sheet as of September 30, 2015 and statements of operations and comprehensive loss for the three and nine months ended September 30, 2015 and 2014 and cash flows for the nine months ended September 30, 2015 and 2014 are unaudited. These unaudited financial statements have been prepared in accordance with the rules and regulations for the United States Securities and Exchange Commission for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete annual financial statements. These financial statements should be read in conjunction with the audited financial statements and the accompanying notes for the year ended December 31, 2014 contained in the Company’s Annual Report on Form 10-K filed with the SEC on March 16, 2015. The unaudited interim financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments (consisting of normal recurring adjustments) necessary to state fairly the Company’s financial position as of September 30, 2015, the results of operations for the three and nine months ended September 30, 2015 and 2014 and cash flows for the nine months ended September 30, 2015 and 2014. The December 31, 2014 balance sheet included herein was derived from audited financial statements, but does not include all disclosures including notes required by GAAP for complete annual financial statements. The financial data and other information disclosed in these notes to the financial statements related to the three and nine months ended September 30, 2015 and 2014 are unaudited. Interim results are not necessarily indicative of results for an entire year. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Although actual results could differ from those estimates, management does not believe that such differences would be material. Fair Value Measurements The Company had no assets or liabilities that were measured using quoted prices for similar assets and liabilities or significant unobservable inputs (Level 2 and Level 3 assets and liabilities, respectively) as of September 30, 2015 and December 31, 2014. The carrying value of cash held in money market funds of approximately $52.5 million and $55.0 million as of September 30, 2015 and December 31, 2014, respectively, is included in cash and cash equivalents and approximates market values based on quoted market prices (Level 1 inputs). Concentration of Credit Risk Credit risk represents the risk that the Company would incur a loss if counterparties failed to perform pursuant to the terms of their agreements. Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents. Cash and cash equivalents consist of certificates of deposit and money market funds with major financial institutions in the United States. These deposits and funds may be redeemed upon demand and, therefore, bear minimal risk. The Company does not anticipate any losses on such balances. Revenue Recognition From time to time, the Company is awarded reimbursement contracts for services and development grant contracts with government and non-government entities and philanthropic organizations. Under these contracts, the Company typically is reimbursed for the costs in connection with specific development activities. The Company recognizes revenue to the extent of costs incurred in connection with performance under such grant arrangements. The Company has entered into a collaborative research and development agreement with Pfizer. The agreement is in the form of a license agreement. The agreement called for a nonrefundable up-front payment and milestone payments upon achieving significant milestone events. The agreement also contemplates royalty payments on future sales of an approved product. There are no performance, cancellation, termination, or refund provisions in the arrangement that contain material financial consequences to the Company. The primary deliverable under this arrangement is an exclusive worldwide license to the Company’s rivipansel compound, but the arrangement also includes deliverables related to research and preclinical development activities to be performed by the Company on Pfizer’s behalf. Collaborative research and development agreements can provide for one or more of up-front license fees, research payments, and milestone payments. Agreements with multiple components (deliverables or items) are evaluated according to the provisions of Accounting Standards Codification (ASC) 605-25, Revenue Recognition—Multiple-Element Arrangements , to determine whether the deliverables can be separated into more than one unit of accounting. An item can generally be considered a separate unit of accounting if all of the following criteria are met: (1) the delivered item(s) has value to the customer on a stand-alone basis and (2) if the arrangement includes a general right of return relative to the delivered item(s) then delivery or performance of the undelivered item(s) is considered probable and substantially in control of the Company. Items that cannot be divided into separate units are combined with other units of accounting, as appropriate. Consideration received is allocated among the separate units based on selling price hierarchy. The selling price hierarchy for each deliverable is based on (i) vendor-specific objective evidence (VSOE), if available; (ii) third-party evidence (TPE) of selling price if VSOE is not available; or (iii) an estimated selling price, if neither VSOE nor third-party evidence is available. Management was not able to establish VSOE or TPE for separate unit deliverables, as the Company does not have a history of entering such arrangements or selling the individual deliverables within such arrangements separately. In addition, there may be significant differentiation in these arrangements, which indicates that comparable third-party pricing may not be available. Management determined that the selling price for the deliverables within the Pfizer collaboration agreement should be determined using its best estimate of selling price. The process of determining the best estimate of selling price involved significant judgment on the Company’s part and included consideration of multiple factors such as estimated direct expenses, other costs, and available clinical development data. Pursuant to ASC 605-25, each required deliverable under the Pfizer collaboration agreement is evaluated to determine whether it qualifies as a separate unit of accounting. Factors considered in this determination include the research capabilities of Pfizer, the proprietary nature of the license and know-how, and the availability of the Company’s glycomimetics technology research expertise in the general marketplace. Based on all relevant facts and circumstances and, most significantly, on the proprietary nature of the Company’s technology and the related proprietary nature of the Company’s research services, management concluded that stand-alone value does not exist for the license, and therefore, the license is not a separate unit of accounting under the contract and will be combined with the research and development services (including participation on a joint steering committee). As such, the up-front payment received of $22.5 million was recognized as revenue over the expected development period through March 2013. The determination of the length of the period over which to defer revenue and the methodology by which to recognize the related revenues is subject to judgment and estimation. Consistent with the research plan developed by and agreed to by both parties, management estimated that the research activities and participation on the joint steering committees would occur over a 1.5 -year period. Revenues associated with the up-front license fee are recognized over this period using a straight-line method, which is consistent with expected completion of the research services. The research services were completed in March 2013, consistent with the expected development period. Pursuant to ASC 605-28, Revenue Recognition—Milestone Method , at the inception of agreements that include milestone payments, the Company evaluates whether each milestone is substantive and at risk to both parties on the basis of the contingent nature of the milestone. This evaluation includes an assessment of whether (a) the consideration is commensurate with either (1) the entity’s performance to achieve the milestone, or (2) the enhancement of the value of the delivered item(s) as a result of a specific outcome resulting from the entity’s performance to achieve the milestone, (b) the consideration relates solely to past performance and (c) the consideration is reasonable relative to all of the deliverables and payment terms within the arrangement. In making this assessment, the Company evaluates factors such as scientific, regulatory, commercial and other risks that must be overcome to achieve the respective milestone, the level of effort and investment required to achieve the respective milestone and whether the milestone consideration is reasonable relative to all deliverables and payment terms in the agreement. Non-refundable development and regulatory milestones that are expected to be achieved as a result of the Company’s efforts during the period of substantial involvement are recognized as revenue upon the achievement of the milestone, assuming all other revenue recognition criteria are met. Milestones that are not considered substantive because the Company does not contribute effort to the achievement of such milestones are generally achieved after the period of substantial involvement and are recognized as revenue upon achievement of the milestone, as there are no undelivered elements remaining and no continuing performance obligation, assuming all other revenue recognition criteria are met. In May 2014, the Company recognized $15.0 million in revenue as a result of the first non-refundable milestone payment received from Pfizer. In June 2015, the Company recognized $20.0 million in revenue as a result of Pfizer dosing the first patient in the Phase 3 clinical trial of rivipansel, which triggered the second non-refundable milestone payment . Accrued Liabilities The Company is required to estimate accrued liabilities as part of the process of preparing its financial statements. The estimation of accrued liabilities involves identifying services that have been performed on the Company’s behalf, and then estimating the level of service performed and the associated cost incurred for such services as of each balance sheet date. Accrued liabilities include professional service fees, such as for lawyers and accountants, contract service fees, such as those under contracts with clinical monitors, data management organizations and investigators in conjunction with clinical trials, and fees to contract manufacturers in conjunction with the production of clinical materials. Pursuant to the Company’s assessment of the services that have been performed, the Company recognizes these expenses as the services are provided. Such assessments include: (i) an evaluation by the project manager of the work that has been completed during the period; (ii) measurement of progress prepared internally and/or provided by the third-party service provider; (iii) analyses of data that justify the progress; and (iv) the Company’s judgment. Research and Development Costs Except for payments made in advance of services, research and development costs are expensed as incurred. For payments made in advance, the Company recognizes research and development expense as the services are rendered. Research and development costs primarily consist of salaries and related expenses for personnel, laboratory supplies and raw materials, sponsored research, depreciation of laboratory facilities and leasehold improvements, and utilities costs related to research space. Other research and development expenses include fees paid to consultants and outside service providers. Stock-Based Compensation Stock-based payments are accounted for in accordance with the provisions of ASC 718, Compensation—Stock Compensation . The fair value of stock-based payments is estimated, on the date of grant, using the Black-Scholes-Merton model. The resulting fair value is recognized ratably over the requisite service period, which is generally the vesting period of the option. The Company has elected to use the Black-Scholes-Merton option pricing model to value any options granted. The Company will reconsider use of the Black-Scholes-Merton model if additional information becomes available in the future that indicates another model would be more appropriate or if grants issued in future periods have characteristics that prevent their value from being reasonably estimated using this model. A discussion of management’s methodology for developing some of the assumptions used in the valuation model follows: Expected Dividend Yield —The Company has never declared or paid dividends and has no plans to do so in the foreseeable future. Expected Volatility —Volatility is a measure of the amount by which a financial variable such as share price has fluctuated (historical volatility) or is expected to fluctuate (expected volatility) during a period. The Company does not maintain an internal market for its shares, and prior to its initial public offering the shares were not traded publicly. The Company utilizes the historical volatilities of a peer group (e.g., several public entities of similar size, complexity, and stage of development) to determine its expected volatility. Risk-Free Interest Rate —This is the U.S. Treasury rate for the week of each option grant during the year, having a term that most closely resembles the expected life of the option. Expected Term —This is a period of time that the options granted are expected to remain unexercised. Options granted have a maximum term of 10 years. The Company estimates the expected life of the option term to be 6.25 years. The Company uses a simplified method to calculate the average expected term. Expected Forfeiture Rate —The forfeiture rate is the estimated percentage of options granted that is expected to be forfeited or canceled on an annual basis before becoming fully vested. The Company estimates the forfeiture rate based on turnover data with further consideration given to the class of the employees to whom the options were granted. Equity instruments issued to nonemployees are accounted for under the provisions of ASC 718, Compensation—Stock Compensation , and ASC 505-50, Equity—Equity-Based Payments to Non-Employees . Accordingly, the estimated fair value of the equity instrument is recorded on the earlier of the performance commitment date or the date the services are completed and are marked to market during the service period. Net Loss Per Common Share Basic net loss per common share is determined by dividing net loss by the weighted-average number of common shares outstanding during the period, without consideration of common stock equivalents. Diluted net loss per share is computed by dividing net loss by the weighted-average number of common stock equivalents outstanding for the period. The treasury stock method is used to determine the dilutive effect of the Company’s stock options, restricted stock units and warrants. Basic and diluted net loss per common share is computed as follows: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Net loss $ $ $ $ Basic and diluted net loss per common share $ $ $ $ Basic and diluted weighted average common shares outstanding The following potentially dilutive securities outstanding have been excluded from the computation of diluted weighted average shares outstanding, as they would be anti-dilutive: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Warrants Stock options and restricted stock units Comprehensive Loss Comprehensive loss comprises net loss and other changes in equity that are excluded from net loss. For the three and nine months ended September 30, 2015 and 2014, the Company’s net loss equals comprehensive loss and, accordingly, no additional disclosure is presented. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 9 Months Ended |
Sep. 30, 2015 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | 3. Prepaid Expenses and Other Current Assets The following is a summary of the Company’s prepaid expenses and other current assets: September 30, December 31, 2015 2014 Prepaid expenses $ $ Restricted deposits Other receivables Deposits Prepaid expenses and other current assets $ $ |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 4. Property and Equipment Property and equipment , net consists of the following: September 30, December 31, 2015 2014 Furniture and fixtures $ $ Laboratory equipment Office equipment Computer equipment Leasehold improvements Property and equipment Less accumulated depreciation Property and equipment, net $ $ Depreciation expense was $51,882 and $40,789 for the three months ended September 30, 2015 and 2014, respectively, and $142,417 and $114,261 for the nine months ended September 30, 2015 and 2014, respectively. |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Sep. 30, 2015 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | 5. Accrued Expenses The following is a summary of the Company’s accrued expenses: September 30, December 31, 2015 2014 Accrued research and development expenses $ $ Accrued license and milestone fees Accrued consulting and other professional fees Other accrued expenses Accrued employee benefits Accrued franchise and other taxes — Accrued expenses $ $ |
Operating Leases
Operating Leases | 9 Months Ended |
Sep. 30, 2015 | |
Leases [Abstract] | |
Operating Leases | 6. Operating Leases The Company leases office and research space in Rockville, Maryland under an eight -year operating lease (the Lease) that is subject to escalation clauses. The Company will also have the right to sublease or assign all or a portion of the premises, subject to the conditions set forth in the Lease. The Lease may be terminated early by either the landlord or the Company in certain circumstances. In connection with this lease arrangement, the Company received rent abatement as a lease incentive. The rent abatement has been recognized as deferred rent that is being adjusted on a straight-line basis over the term of the lease. Deferred rent related to the Lease was $186,526 at September 30, 2015. The Company’s lease for office and research space in Gaithersburg, Maryland expired in October 2015. Total rent expense under the Company’s operating leases was $216,765 and $96,317 for the three months ended September 30, 2015 and 2014, respectively, and $437,125 and $289,188 for the nine months ended September 30, 2015 and 2014, respectively. |
Equity Incentive Plans
Equity Incentive Plans | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Compensation related costs | 7. Equity Incentive Plans 2003 Stock Incentive Plan The 2003 Stock Incentive Plan (the 2003 Plan) provided for the grant of incentives and nonqualified stock options and restricted stock awards. The exercise price for incentive stock options must be at least equal to the fair value of the common stock on the grant date. Unless otherwise stated in a stock option agreement, 25% of the shares subject to an option grant will vest upon the first anniversary of the vesting start date and thereafter at the rate of one forty-eighth of the option shares per month as of the first day of each month after the first anniversary. Upon termination of employment by reasons other than death, cause, or disability, any vested options shall terminate 60 days after the termination date. Stock options terminate 10 years from the date of grant. The 2003 Plan expired on May 21, 2013. A summary of the Company’s stock option activity under the 2003 Plan for the nine months ended September 30, 2015 is as follows: Weighted-Average Weighted- Remaining Aggregate Outstanding Average Contractual Term Intrinsic Value Options Exercise Price (Years) (In Thousands) Outstanding as of December 31, 2014 $ Options granted — — Options exercised Options forfeited Outstanding as of September 30, 2015 $ Vested or expected to vest as of September 30, 2015 $ Exercisable as of September 30, 2015 $ As of September 30, 2015, there was $27,380 of total unrecognized compensation expense related to unvested options under the 2003 Plan that will be recognized over a weighted-average period less than one year. Total intrinsic value of the options exercised during the nine months ended September 30, 2015 and 2014 was $669,196 and $606,279 , respectively. The total fair value of shares underlying options which vested in the nine months ended September 30, 2015 and 2014 was $38,223 and $49,573 , respectively. 2013 Equity Incentive Plan The Company’s board of directors adopted, and its stockholders approved, its 2013 Equity Incentive Plan (the 2013 Plan). The 2013 Plan provides for the grant of incentive stock options within the meaning of Section 422 of the Internal Revenue Code to the Company’s employees and its parent and subsidiary corporations’ employees, and for the grant of nonstatutory stock options, restricted stock awards, restricted stock unit awards, stock appreciation rights, performance stock awards and other forms of stock compensation to its employees, including officers, consultants and directors. The 2013 Plan also provides for the grant of performance cash awards to the Company’s employees, consultants and directors. Unless otherwise stated in a stock option agreement, 25% of the shares subject to an option grant will typically vest upon the first anniversary of the vesting start date and thereafter at the rate of one forty-eighth of the option shares per month as of the first day of each month after the first anniversary. Upon termination of employment by reasons other than death, cause, or disability, any vested options will terminate 90 days after the termination date, unless otherwise set forth in a stock option agreement. Stock options generally terminate 10 years from the date of grant. Authorized Shares The maximum number of shares of common stock that initially could be issued under the 2013 Plan was 1,000,000 shares, plus any shares subject to stock options or similar awards granted under the 2003 Plan that expire or terminate without having been exercised in full or are forfeited to or repurchased by the Company. The number of shares of common stock reserved for issuance under the 2013 Plan automatically increases on January 1 of each year until January 1, 2023, by 3% of the total number of shares of common stock outstanding on December 31 of the preceding calendar year, or a lesser number of shares as may be determined by the Company’s board of directors. The maximum number of shares that may be issued pursuant to exercise of incentive stock options under the 2013 Plan is 20,000,000 . As of January 1, 2015, the number of shares of common stock that may be issued under the 2013 Plan was automatically increased by 568,195 shares, representing 3% of the total number of shares of common stock outstanding on January 1, 2015, increasing the number of shares of common stock available for issuance under the 2013 Plan to 1,568,195 shares. Shares issued under the 2013 Plan may be authorized but unissued or reacquired shares of common stock. Shares subject to stock awards granted under the 2013 Plan that expire or terminate without being exercised in full, or that are paid out in cash rather than in shares, will not reduce the number of shares available for issuance under the 2013 Plan. Additionally, shares issued pursuant to stock awards under the 2013 Plan that the Company repurchases or that are forfeited, as well as shares reacquired by the Company as consideration for the exercise or purchase price of a stock award or to satisfy tax withholding obligations related to a stock award, will become available for future grant under the 2013 Plan. A summary of the Company’s stock option activity under the 2013 Plan for the nine months ended September 30, 2015 is as follows: Weighted-Average ccc Weighted- Remaining Aggregate Outstanding Average Contractual Term Intrinsic Value Options Exercise Price (Years) (In Thousands) Outstanding as of December 31, 2014 $ Options granted Options exercised — Options forfeited Outstanding as of September 30, 2015 $ — Vested or expected to vest as of September 30, 2015 $ — Exercisable as of September 30, 2015 $ — The weighted-average fair value of the options granted during the nine months ended September 30, 2015 and 2014 was $5.09 per share and $6.71 per share, respectively, applying the Black-Scholes-Merton option pricing model utilizing the following weighted-average assumptions: Nine Months Ended Nine Months Ended September 30, 2015 September 30, 2014 Expected term (years) Expected volatility Risk-free interest rate Expected dividend yield As of September 30, 2015, there was $5,793,294 of total unrecognized compensation expense related to unvested options under the 2013 Plan that will be recognized over a weighted-average period of approximately 3.0 years. The total fair value of shares underlying options which vested in the nine months ended September 30, 2015 and 2014 was $2,314,557 and $0 , respectively. A restricted stock unit (RSU) is a stock award that entitles the holder to receive shares of the Company’s common stock as the award vests. The fair value of each RSU is based on the closing price of the Company’s stock on the date of grant. The Company has granted RSUs with service conditions (service RSUs) that vest in three equal annual installments provided that the employee remains employed with the Company. As of September 30, 2015, there was $37,809 of unrecognized compensation costs related to unvested service RSUs. The following is a summary of RSU activity under the 2013 Plan for the nine months ended September 30, 2015: Weighted-Average Grant Date Fair Number of Shares Value Unvested at December 31, 2014 $ Granted — — Forfeited — — Vested — — Unvested at September 30, 2015 Stock-based compensation expense was classified on the statement of operations as follows for the three and nine months ended September 30, 2015 and 2014: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Research and development expense $ $ $ $ General and administrative expense Total stock-based compensation expense $ $ $ $ |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 8. Income Taxes The Company has not recorded any tax provision or benefit for the three or nine months ended September 30, 2015. The Company recorded an income tax benefit of $76,758 and $ 0 for the three months and nine months ended September 30, 2014, respectively. The Company has provided a valuation allowance for the full amount of its net deferred tax assets since realization of any future benefit from deductible temporary differences, net operating loss carryforwards and research and development credits is not more-likely-than-not to be realized at September 30, 2015 and December 31, 2014. |
Research and License Agreements
Research and License Agreements | 9 Months Ended |
Sep. 30, 2015 | |
Text Block [Abstract] | |
Research and License Agreements | 9. Research and License Agreements In October 2011, the Company and Pfizer entered into a licensing agreement (the Pfizer Agreement) that provides Pfizer an exclusive worldwide license to rivipansel for vaso-occlusive crisis associated with sickle cell disease and for other diseases for which the drug candidate may be developed. The Company was responsible for completion of the Phase 2 clinical trial, after which Pfizer assumed all further development and commercialization responsibilities. Upon execution of the Pfizer Agreement, the Company received an up-front payment of $22.5 million. The Pfizer Agreement also provides for potential milestone payments of up to $115.0 million upon the achievement of specified development milestones, including the dosing of the first patients in Phase 3 clinical trials for up to two indications and the first commercial sale of a licensed product in the United States and selected European countries for up to two indications; potential milestone payments of up to $70.0 million upon the achievement of specified regulatory milestones, including the acceptance of our filings for regulatory approval by regulatory authorities in the United States and Europe for up to two indications; and potential milestone payments of up to $135.0 million upon the achievement of specified levels of annual net sales of licensed products. Pfizer has the right to terminate the Agreement by giving prior written notice. The Company has determined that each potential future clinical, development and regulatory milestone is substantive. Although sales-based milestones are not considered substantive, they are still recognized upon achievement of the milestone (assuming all other revenue recognition criteria have been met) because there are no undelivered elements that would preclude revenue recognition at that time. The Company is also eligible to receive royalties on future sales contingent upon annual net sales thresholds. In addition, the Company and Pfizer have formed a joint steering committee that will oversee and coordinate activities as set forth in the research program. The $22.5 million up-front payment was recognized over a period of 1.5 years. In May 2014, Pfizer made a $15.0 million non-refundable milestone payment to the Company, which was recognized as revenue by the Company in May 2014 when earned. In June 2015, Pfizer dosed the first patient in the Phase 3 clinical trial of rivipansel, which triggered a non-refundable milestone payment to the Company of $20.0 million, which the Company recognized as revenue in June 2015. In February 2004, the Company entered into a research services agreement (the Research Agreement) with the University of Basel (the University) for biological evaluation of selectin antagonists. Certain patents covering the rivipansel compound are subject to provisions of the Research Agreement. Under the terms of the Research Agreement, the Company will owe to the University 10% of all future milestone and royalty payments received from Pfizer with respect to rivipansel. As of December 31, 2014, a $1.5 million milestone license fee was recorded as an accrued liability representing 10% of the $15.0 million non-refundable milestone payment that the Company received from Pfizer in May 2014. The accrued liability of $1.5 million was paid in February 2015. During the nine months ended September 30, 2015, a $2.0 million milestone license fee was recorded as an accrued liability representing 10% of the $20.0 million non-refundable milestone payment from Pfizer. |
Significant Accounting Polici15
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Basis of Accounting | Basis of Accounting The accompanying financial statements were prepared based on the accrual method of accounting in accordance with U.S. generally accepted accounting principles (GAAP). |
Unaudited Financial Statements | Unaudited Financial Statements The accompanying balance sheet as of September 30, 2015 and statements of operations and comprehensive loss for the three and nine months ended September 30, 2015 and 2014 and cash flows for the nine months ended September 30, 2015 and 2014 are unaudited. These unaudited financial statements have been prepared in accordance with the rules and regulations for the United States Securities and Exchange Commission for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete annual financial statements. These financial statements should be read in conjunction with the audited financial statements and the accompanying notes for the year ended December 31, 2014 contained in the Company’s Annual Report on Form 10-K filed with the SEC on March 16, 2015. The unaudited interim financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments (consisting of normal recurring adjustments) necessary to state fairly the Company’s financial position as of September 30, 2015, the results of operations for the three and nine months ended September 30, 2015 and 2014 and cash flows for the nine months ended September 30, 2015 and 2014. The December 31, 2014 balance sheet included herein was derived from audited financial statements, but does not include all disclosures including notes required by GAAP for complete annual financial statements. The financial data and other information disclosed in these notes to the financial statements related to the three and nine months ended September 30, 2015 and 2014 are unaudited. Interim results are not necessarily indicative of results for an entire year. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Although actual results could differ from those estimates, management does not believe that such differences would be material. |
Fair Value Measurements | Fair Value Measurements The Company had no assets or liabilities that were measured using quoted prices for similar assets and liabilities or significant unobservable inputs (Level 2 and Level 3 assets and liabilities, respectively) as of September 30, 2015 and December 31, 2014. The carrying value of cash held in money market funds of approximately $52.5 million and $55.0 million as of September 30, 2015 and December 31, 2014, respectively, is included in cash and cash equivalents and approximates market values based on quoted market prices (Level 1 inputs). |
Concentration of Credit Risk | Concentration of Credit Risk Credit risk represents the risk that the Company would incur a loss if counterparties failed to perform pursuant to the terms of their agreements. Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents. Cash and cash equivalents consist of certificates of deposit and money market funds with major financial institutions in the United States. These deposits and funds may be redeemed upon demand and, therefore, bear minimal risk. The Company does not anticipate any losses on such balances. |
Revenue Recognition | Revenue Recognition From time to time, the Company is awarded reimbursement contracts for services and development grant contracts with government and non-government entities and philanthropic organizations. Under these contracts, the Company typically is reimbursed for the costs in connection with specific development activities. The Company recognizes revenue to the extent of costs incurred in connection with performance under such grant arrangements. The Company has entered into a collaborative research and development agreement with Pfizer. The agreement is in the form of a license agreement. The agreement called for a nonrefundable up-front payment and milestone payments upon achieving significant milestone events. The agreement also contemplates royalty payments on future sales of an approved product. There are no performance, cancellation, termination, or refund provisions in the arrangement that contain material financial consequences to the Company. The primary deliverable under this arrangement is an exclusive worldwide license to the Company’s rivipansel compound, but the arrangement also includes deliverables related to research and preclinical development activities to be performed by the Company on Pfizer’s behalf. Collaborative research and development agreements can provide for one or more of up-front license fees, research payments, and milestone payments. Agreements with multiple components (deliverables or items) are evaluated according to the provisions of Accounting Standards Codification (ASC) 605-25, Revenue Recognition—Multiple-Element Arrangements , to determine whether the deliverables can be separated into more than one unit of accounting. An item can generally be considered a separate unit of accounting if all of the following criteria are met: (1) the delivered item(s) has value to the customer on a stand-alone basis and (2) if the arrangement includes a general right of return relative to the delivered item(s) then delivery or performance of the undelivered item(s) is considered probable and substantially in control of the Company. Items that cannot be divided into separate units are combined with other units of accounting, as appropriate. Consideration received is allocated among the separate units based on selling price hierarchy. The selling price hierarchy for each deliverable is based on (i) vendor-specific objective evidence (VSOE), if available; (ii) third-party evidence (TPE) of selling price if VSOE is not available; or (iii) an estimated selling price, if neither VSOE nor third-party evidence is available. Management was not able to establish VSOE or TPE for separate unit deliverables, as the Company does not have a history of entering such arrangements or selling the individual deliverables within such arrangements separately. In addition, there may be significant differentiation in these arrangements, which indicates that comparable third-party pricing may not be available. Management determined that the selling price for the deliverables within the Pfizer collaboration agreement should be determined using its best estimate of selling price. The process of determining the best estimate of selling price involved significant judgment on the Company’s part and included consideration of multiple factors such as estimated direct expenses, other costs, and available clinical development data. Pursuant to ASC 605-25, each required deliverable under the Pfizer collaboration agreement is evaluated to determine whether it qualifies as a separate unit of accounting. Factors considered in this determination include the research capabilities of Pfizer, the proprietary nature of the license and know-how, and the availability of the Company’s glycomimetics technology research expertise in the general marketplace. Based on all relevant facts and circumstances and, most significantly, on the proprietary nature of the Company’s technology and the related proprietary nature of the Company’s research services, management concluded that stand-alone value does not exist for the license, and therefore, the license is not a separate unit of accounting under the contract and will be combined with the research and development services (including participation on a joint steering committee). As such, the up-front payment received of $22.5 million was recognized as revenue over the expected development period through March 2013. The determination of the length of the period over which to defer revenue and the methodology by which to recognize the related revenues is subject to judgment and estimation. Consistent with the research plan developed by and agreed to by both parties, management estimated that the research activities and participation on the joint steering committees would occur over a 1.5 -year period. Revenues associated with the up-front license fee are recognized over this period using a straight-line method, which is consistent with expected completion of the research services. The research services were completed in March 2013, consistent with the expected development period. Pursuant to ASC 605-28, Revenue Recognition—Milestone Method , at the inception of agreements that include milestone payments, the Company evaluates whether each milestone is substantive and at risk to both parties on the basis of the contingent nature of the milestone. This evaluation includes an assessment of whether (a) the consideration is commensurate with either (1) the entity’s performance to achieve the milestone, or (2) the enhancement of the value of the delivered item(s) as a result of a specific outcome resulting from the entity’s performance to achieve the milestone, (b) the consideration relates solely to past performance and (c) the consideration is reasonable relative to all of the deliverables and payment terms within the arrangement. In making this assessment, the Company evaluates factors such as scientific, regulatory, commercial and other risks that must be overcome to achieve the respective milestone, the level of effort and investment required to achieve the respective milestone and whether the milestone consideration is reasonable relative to all deliverables and payment terms in the agreement. Non-refundable development and regulatory milestones that are expected to be achieved as a result of the Company’s efforts during the period of substantial involvement are recognized as revenue upon the achievement of the milestone, assuming all other revenue recognition criteria are met. Milestones that are not considered substantive because the Company does not contribute effort to the achievement of such milestones are generally achieved after the period of substantial involvement and are recognized as revenue upon achievement of the milestone, as there are no undelivered elements remaining and no continuing performance obligation, assuming all other revenue recognition criteria are met. In May 2014, the Company recognized $15.0 million in revenue as a result of the first non-refundable milestone payment received from Pfizer. In June 2015, the Company recognized $20.0 million in revenue as a result of Pfizer dosing the first patient in the Phase 3 clinical trial of rivipansel, which triggered the second non-refundable milestone payment . |
Accrued Liabilities | Accrued Liabilities The Company is required to estimate accrued liabilities as part of the process of preparing its financial statements. The estimation of accrued liabilities involves identifying services that have been performed on the Company’s behalf, and then estimating the level of service performed and the associated cost incurred for such services as of each balance sheet date. Accrued liabilities include professional service fees, such as for lawyers and accountants, contract service fees, such as those under contracts with clinical monitors, data management organizations and investigators in conjunction with clinical trials, and fees to contract manufacturers in conjunction with the production of clinical materials. Pursuant to the Company’s assessment of the services that have been performed, the Company recognizes these expenses as the services are provided. Such assessments include: (i) an evaluation by the project manager of the work that has been completed during the period; (ii) measurement of progress prepared internally and/or provided by the third-party service provider; (iii) analyses of data that justify the progress; and (iv) the Company’s judgment. |
Research and Development Costs | Research and Development Costs Except for payments made in advance of services, research and development costs are expensed as incurred. For payments made in advance, the Company recognizes research and development expense as the services are rendered. Research and development costs primarily consist of salaries and related expenses for personnel, laboratory supplies and raw materials, sponsored research, depreciation of laboratory facilities and leasehold improvements, and utilities costs related to research space. Other research and development expenses include fees paid to consultants and outside service providers. |
Stock-Based Compensation | Stock-Based Compensation Stock-based payments are accounted for in accordance with the provisions of ASC 718, Compensation—Stock Compensation . The fair value of stock-based payments is estimated, on the date of grant, using the Black-Scholes-Merton model. The resulting fair value is recognized ratably over the requisite service period, which is generally the vesting period of the option. The Company has elected to use the Black-Scholes-Merton option pricing model to value any options granted. The Company will reconsider use of the Black-Scholes-Merton model if additional information becomes available in the future that indicates another model would be more appropriate or if grants issued in future periods have characteristics that prevent their value from being reasonably estimated using this model. A discussion of management’s methodology for developing some of the assumptions used in the valuation model follows: Expected Dividend Yield —The Company has never declared or paid dividends and has no plans to do so in the foreseeable future. Expected Volatility —Volatility is a measure of the amount by which a financial variable such as share price has fluctuated (historical volatility) or is expected to fluctuate (expected volatility) during a period. The Company does not maintain an internal market for its shares, and prior to its initial public offering the shares were not traded publicly. The Company utilizes the historical volatilities of a peer group (e.g., several public entities of similar size, complexity, and stage of development) to determine its expected volatility. Risk-Free Interest Rate —This is the U.S. Treasury rate for the week of each option grant during the year, having a term that most closely resembles the expected life of the option. Expected Term —This is a period of time that the options granted are expected to remain unexercised. Options granted have a maximum term of 10 years. The Company estimates the expected life of the option term to be 6.25 years. The Company uses a simplified method to calculate the average expected term. Expected Forfeiture Rate —The forfeiture rate is the estimated percentage of options granted that is expected to be forfeited or canceled on an annual basis before becoming fully vested. The Company estimates the forfeiture rate based on turnover data with further consideration given to the class of the employees to whom the options were granted. Equity instruments issued to nonemployees are accounted for under the provisions of ASC 718, Compensation—Stock Compensation , and ASC 505-50, Equity—Equity-Based Payments to Non-Employees . Accordingly, the estimated fair value of the equity instrument is recorded on the earlier of the performance commitment date or the date the services are completed and are marked to market during the service period. |
Net Income (Loss) Per Common Share | Net Loss Per Common Share Basic net loss per common share is determined by dividing net loss by the weighted-average number of common shares outstanding during the period, without consideration of common stock equivalents. Diluted net loss per share is computed by dividing net loss by the weighted-average number of common stock equivalents outstanding for the period. The treasury stock method is used to determine the dilutive effect of the Company’s stock options, restricted stock units and warrants. Basic and diluted net loss per common share is computed as follows: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Net loss $ $ $ $ Basic and diluted net loss per common share $ $ $ $ Basic and diluted weighted average common shares outstanding The following potentially dilutive securities outstanding have been excluded from the computation of diluted weighted average shares outstanding, as they would be anti-dilutive: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Warrants Stock options and restricted stock units |
Comprehensive Income (Loss) | Comprehensive Loss Comprehensive loss comprises net loss and other changes in equity that are excluded from net loss. For the three and nine months ended September 30, 2015 and 2014, the Company’s net loss equals comprehensive loss and, accordingly, no additional disclosure is presented. |
Significant Accounting Polici16
Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Computation of Basic and Diluted Net Income Per Common Share | Basic and diluted net loss per common share is computed as follows: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Net loss $ $ $ $ Basic and diluted net loss per common share $ $ $ $ Basic and diluted weighted average common shares outstanding |
Potential Dilutive Securities Outstanding | The following potentially dilutive securities outstanding have been excluded from the computation of diluted weighted average shares outstanding, as they would be anti-dilutive: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Warrants Stock options and restricted stock units |
Prepaid Expenses and Other Cu17
Prepaid Expenses and Other Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Summary of Prepaid Expenses and Other Current Assets | The following is a summary of the Company’s prepaid expenses and other current assets: September 30, December 31, 2015 2014 Prepaid expenses $ $ Restricted deposits Other receivables Deposits Prepaid expenses and other current assets $ $ |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment , net consists of the following: September 30, December 31, 2015 2014 Furniture and fixtures $ $ Laboratory equipment Office equipment Computer equipment Leasehold improvements Property and equipment Less accumulated depreciation Property and equipment, net $ $ |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Payables and Accruals [Abstract] | |
Summary of Accrued Expenses | September 30, December 31, 2015 2014 Accrued research and development expenses $ $ Accrued license and milestone fees Accrued consulting and other professional fees Other accrued expenses Accrued employee benefits Accrued franchise and other taxes — Accrued expenses $ $ |
Equity Incentive Plans (Tables)
Equity Incentive Plans (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Stock-Based Compensation Expense | Stock-based compensation expense was classified on the statement of operations as follows for the three and nine months ended September 30, 2015 and 2014: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Research and development expense $ $ $ $ General and administrative expense Total stock-based compensation expense $ $ $ $ |
2003 Stock Incentive Plan [Member] | |
Company's Stock Option Activity | A summary of the Company’s stock option activity under the 2003 Plan for the nine months ended September 30, 2015 is as follows: Weighted-Average Weighted- Remaining Aggregate Outstanding Average Contractual Term Intrinsic Value Options Exercise Price (Years) (In Thousands) Outstanding as of December 31, 2014 $ Options granted — — Options exercised Options forfeited Outstanding as of September 30, 2015 $ Vested or expected to vest as of September 30, 2015 $ Exercisable as of September 30, 2015 $ |
2013 Equity Incentive Plan [Member] | |
Company's Stock Option Activity | A summary of the Company’s stock option activity under the 2013 Plan for the nine months ended September 30, 2015 is as follows: Weighted-Average ccc Weighted- Remaining Aggregate Outstanding Average Contractual Term Intrinsic Value Options Exercise Price (Years) (In Thousands) Outstanding as of December 31, 2014 $ Options granted Options exercised — Options forfeited Outstanding as of September 30, 2015 $ — Vested or expected to vest as of September 30, 2015 $ — Exercisable as of September 30, 2015 $ — |
Weighted-Average Fair Value of Options Granted | Nine Months Ended Nine Months Ended September 30, 2015 September 30, 2014 Expected term (years) Expected volatility Risk-free interest rate Expected dividend yield |
Summary of RSU Activity | The following is a summary of RSU activity under the 2013 Plan for the nine months ended September 30, 2015: Weighted-Average Grant Date Fair Number of Shares Value Unvested at December 31, 2014 $ Granted — — Forfeited — — Vested — — Unvested at September 30, 2015 |
Significant Accounting Polici21
Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | 9 Months Ended | 18 Months Ended | ||
Jun. 30, 2015 | May. 31, 2014 | Sep. 30, 2015 | Mar. 31, 2013 | Dec. 31, 2014 | |
Schedule Of Accounting Policies [Line Items] | |||||
Carrying value of cash held in money market funds | $ 52.5 | $ 55 | |||
Expected term (years) | 6 years 3 months | ||||
Pfizer License Agreement [Member] | |||||
Schedule Of Accounting Policies [Line Items] | |||||
Revenue | $ 20 | $ 15 | |||
Pfizer License Agreement [Member] | Up-Front Payment Arrangement [Member] | |||||
Schedule Of Accounting Policies [Line Items] | |||||
Amount received and recognized as revenue | $ 22.5 | ||||
Joint steering committees period | 1 year 6 months | ||||
Maximum [Member] | |||||
Schedule Of Accounting Policies [Line Items] | |||||
Share-based compensation arrangement by share-based payment award, option grant term | 10 years |
Significant Accounting Polici22
Significant Accounting Policies - Computation of Basic and Diluted Net Income Per Common Share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Earnings Per Share [Abstract] | ||||
Net loss | $ (7,168,071) | $ (6,617,577) | $ (3,887,795) | $ (3,727,707) |
Basic and diluted net loss per common share | $ (0.38) | $ (0.35) | $ (0.20) | $ (0.20) |
Basic and diluted weighted average common shares outstanding | 19,025,623 | 18,893,834 | 18,999,705 | 18,311,358 |
Significant Accounting Polici23
Significant Accounting Policies - Potential Dilutive Securities Outstanding (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Warrants [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities | 590,595 | 634,227 | 590,595 | 634,227 |
Stock options and restricted stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities | 2,250,008 | 1,803,652 | 2,250,008 | 1,803,652 |
Prepaid Expenses and Other Cu24
Prepaid Expenses and Other Current Assets - Summary of Prepaid Expenses and Other Current Assets (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid expenses | $ 648,644 | $ 819,922 |
Restricted deposits | 57,700 | 57,700 |
Other receivables | 1,264 | 22,334 |
Deposits | 10,626 | 16,293 |
Prepaid expenses and other current assets | $ 718,234 | $ 916,249 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 1,420,251 | $ 1,357,749 |
Less accumulated depreciation | (853,032) | (905,479) |
Property and equipment, net | 567,219 | 452,270 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 230,987 | 122,653 |
Laboratory Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 965,586 | 992,232 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 8,358 | 10,467 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 179,192 | 190,554 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 36,128 | $ 41,843 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 51,882 | $ 40,789 | $ 142,417 | $ 114,261 |
Accrued Expenses - Summary of A
Accrued Expenses - Summary of Accrued Expenses (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Payables and Accruals [Abstract] | ||
Accrued research and development expenses | $ 2,559,451 | $ 2,726,511 |
Accrued license and milestone fees | 2,000,000 | 1,500,000 |
Accrued consulting and other professional fees | 353,748 | 77,273 |
Other accrued expenses | 313,775 | 151,415 |
Accrued employee benefits | 294,725 | 168,009 |
Accrued franchise and other taxes | 112,511 | |
Accrued expenses | $ 5,521,699 | $ 4,735,719 |
Operating Leases - Additional I
Operating Leases - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Operating Leased Assets [Line Items] | ||||
Deferred rent related to lease | $ 186,526 | $ 186,526 | ||
Rockville, Maryland [Member] | ||||
Operating Leased Assets [Line Items] | ||||
Period of operating lease | 8 years | |||
Deferred rent related to lease | 186,526 | $ 186,526 | ||
Operating leases, rent expense | $ 216,765 | $ 96,317 | $ 437,125 | $ 289,188 |
Equity Incentive Plans - Additi
Equity Incentive Plans - Additional Information (Details) | Sep. 30, 2015USD ($)shares | Jan. 01, 2015shares | Sep. 30, 2015USD ($)installment$ / sharesshares | Sep. 30, 2014USD ($)$ / shares |
Shareholders' Equity [Line Items] | ||||
Weighted-average fair value of the options granted | $ / shares | $ 5.09 | $ 6.71 | ||
2003 Stock Incentive Plan [Member] | ||||
Shareholders' Equity [Line Items] | ||||
Share-based compensation arrangement by share-based payment award, award vesting rights, percentage | 25.00% | |||
Period that vested options shall terminate after termination date | 60 days | |||
Termination period of stock options from date of grant | 10 years | |||
Unrecognized compensation expense related to unvested options not yet recognized | $ 27,380 | $ 27,380 | ||
Intrinsic value of options exercised during the period | 669,196 | $ 606,279 | ||
Fair value of shares vested | $ 38,223 | 49,573 | ||
2013 Equity Incentive Plan [Member] | ||||
Shareholders' Equity [Line Items] | ||||
Share-based compensation arrangement by share-based payment award, award vesting rights, percentage | 25.00% | |||
Period that vested options shall terminate after termination date | 90 days | |||
Termination period of stock options from date of grant | 10 years | |||
Unrecognized compensation expense related to unvested options not yet recognized | $ 5,793,294 | $ 5,793,294 | ||
Period for unrecognized compensation expense related to unvested options not yet recognized | 3 years | |||
Fair value of shares vested | $ 2,314,557 | $ 0 | ||
Shares of common stock reserved for issuance, percentage increase | 3.00% | |||
Maximum number of shares that may be issued pursuant to exercise of incentive stock | shares | 20,000,000 | 20,000,000 | ||
Stock Incentive Plan [Member] | Maximum [Member] | ||||
Shareholders' Equity [Line Items] | ||||
Period for unrecognized compensation expense related to unvested options not yet recognized | 1 year | |||
RSU [Member] | 2013 Equity Incentive Plan [Member] | ||||
Shareholders' Equity [Line Items] | ||||
Unrecognized compensation expense related to unvested service | $ 37,809 | $ 37,809 | ||
Vesting period of RSUs | installment | 3 | |||
Common Stock [Member] | 2013 Equity Incentive Plan [Member] | ||||
Shareholders' Equity [Line Items] | ||||
Common stock issued under 2013 plan | shares | 1,568,195 | |||
Shares of common stock reserved for issuance, percentage increase | 3.00% | |||
Increase in number of shares of common stock | shares | 568,195 | |||
Common Stock [Member] | 2013 Equity Incentive Plan [Member] | Maximum [Member] | ||||
Shareholders' Equity [Line Items] | ||||
Common stock issued under 2013 plan | shares | 1,000,000 | 1,000,000 |
Equity Incentive Plans - Compan
Equity Incentive Plans - Company's Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
2003 Stock Incentive Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding Options, Beginning balance | 857,391 | |
Outstanding Options, exercised | (97,295) | |
Outstanding Options, forfeited | (177) | |
Outstanding Options, Ending balance | 759,919 | 857,391 |
Vested or expected to vest outstanding options | 759,352 | |
Exercisable outstanding options | 743,107 | |
Weighted-Average Exercise Price Beginning | $ 1.27 | $ 1.26 |
Weighted-Average Exercise Price, Options exercised | 1.14 | |
Weighted-Average Exercise Price, Options forfeited | 1.98 | |
Weighted-Average Exercise Price Ending | 1.27 | $ 1.26 |
Weighted-Average Exercise Price, Vested or expected to vest | 1.27 | |
Weighted-Average Exercise Price, Exercisable | $ 1.25 | |
Weighted-Average Remaining Contractual Term, Outstanding | 4 years 6 months | 5 years 2 months 12 days |
Weighted-Average Remaining Contractual Term, Vested or expected to vest | 4 years 6 months | |
Weighted-Average Remaining Contractual Term, Exercisable | 4 years 4 months 24 days | |
Aggregate Intrinsic Value, Outstanding Ending balance | $ 3,289 | |
Aggregate Intrinsic Value, Vested or expected to vest | 3,287 | |
Aggregate Intrinsic Value, Exercisable | $ 3,235 | |
2013 Equity Incentive Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding Options, Beginning balance | 949,589 | |
Outstanding Options, granted | 576,000 | |
Outstanding Options, forfeited | (42,750) | |
Outstanding Options, Ending balance | 1,482,839 | 949,589 |
Vested or expected to vest outstanding options | 1,475,733 | |
Exercisable outstanding options | 394,797 | |
Weighted-Average Exercise Price Beginning | $ 8.26 | $ 8.88 |
Weighted-Average Exercise Price, Options granted | 7.23 | |
Weighted-Average Exercise Price, Options forfeited | 7.86 | |
Weighted-Average Exercise Price Ending | 8.26 | $ 8.88 |
Weighted-Average Exercise Price, Vested or expected to vest | 8.26 | |
Weighted-Average Exercise Price, Exercisable | $ 8.80 | |
Weighted-Average Remaining Contractual Term, Outstanding | 8 years 8 months 12 days | 9 years 1 month 6 days |
Weighted-Average Remaining Contractual Term, Vested or expected to vest | 8 years 8 months 12 days | |
Weighted-Average Remaining Contractual Term, Exercisable | 8 years 3 months 18 days |
Equity Incentive Plans - Weight
Equity Incentive Plans - Weighted-Average Fair Value of Options Granted (Details) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (years) | 6 years 3 months | |
2013 Equity Incentive Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (years) | 6 years 3 months | 6 years 3 months |
Expected volatility | 80.83% | 90.32% |
Risk-free interest rate | 1.70% | 2.14% |
Expected dividend yield | 0.00% | 0.00% |
Equity Incentive Plans - Summar
Equity Incentive Plans - Summary of RSU Activity (Details) | 9 Months Ended |
Sep. 30, 2015$ / sharesshares | |
Equity [Abstract] | |
Number of Shares Unvested, Beginning balance | shares | 7,250 |
Number of Shares, Granted | shares | 0 |
Number of Shares, Forfeited | shares | 0 |
Number of Shares, Vested | shares | 0 |
Number of Shares Unvested, Ending balance | shares | 7,250 |
Weighted-Average Grant Date Fair Value Unvested, Beginning balance | $ 7.62 |
Weighted-Average Grant Date Fair Value, Granted | 0 |
Weighted-Average Grant Date Fair Value, Forfeited | 0 |
Weighted-Average Grant Date Fair Value, Vested | 0 |
Weighted-Average Grant Date Fair Value Unvested, Ending balance | $ 7.62 |
Equity Incentive Plans - Stock-
Equity Incentive Plans - Stock-Based Compensation Expense (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation expense | $ 632,924 | $ 441,776 | $ 1,678,668 | $ 1,152,420 |
Research and Development Expense [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation expense | 209,359 | 140,227 | 590,633 | 359,351 |
General and Administrative Expense [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation expense | $ 423,565 | $ 301,549 | $ 1,088,035 | $ 793,069 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2014 | Sep. 30, 2014 | |
Income Tax Disclosure [Abstract] | ||
Income tax benefit | $ 76,758 | $ 0 |
Research and License Agreemen35
Research and License Agreements - Additional Information (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 18 Months Ended | ||||
Jun. 30, 2015 | Feb. 28, 2015 | May. 31, 2014 | Oct. 31, 2011 | Sep. 30, 2015 | Mar. 31, 2013 | Dec. 31, 2014 | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||
Accrued license and milestone fees | $ 2,000,000 | $ 1,500,000 | |||||
Accrued liability Paid for Research Agreement | $ 1,500,000 | ||||||
Pfizer License Agreement [Member] | |||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||
Payment made on execution of milestone agreement | $ 22,500,000 | ||||||
Potential milestone payments upon the achievement of specified development milestones | 115,000,000 | ||||||
Potential milestone payments upon the achievement of specified regulatory milestones | 70,000,000 | ||||||
Potential milestone payments upon the achievement specified levels of annual net sales of licensed products | $ 135,000,000 | ||||||
Period of up-front payment | 1 year 6 months | ||||||
Revenue | $ 20,000,000 | $ 15,000,000 | |||||
Percentage of obligations payable for all future milestone and royalty payments received with respect to rivipansel | 10.00% | ||||||
Accrued license and milestone fees | $ 2,000,000 | ||||||
Non-refundable payment against milestone payment | $ 15,000,000 | $ 20,000,000 | |||||
Pfizer License Agreement [Member] | Up-Front Payment Arrangement [Member] | |||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||
Amount received and recognized as revenue | $ 22,500,000 |