Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | May. 05, 2016 | |
Document and Entity Information | ||
Entity Registrant Name | AGILE THERAPEUTICS INC | |
Entity Central Index Key | 1,261,249 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 28,742,719 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 |
Balance Sheets
Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 65,495 | $ 34,395 |
Prepaid expenses | 3,034 | 3,690 |
Total current assets | 68,529 | 38,085 |
Property and equipment, net | 12,316 | 12,318 |
Other assets | 18 | 18 |
Total assets | 80,863 | 50,421 |
Current liabilities: | ||
Accounts payable | 2,873 | 2,387 |
Accrued expenses | 1,394 | 2,653 |
Loan payable, current portion | 3,929 | 2,336 |
Warrant liability | 213 | 406 |
Total current liabilities | 8,409 | 7,782 |
Loan payable, long-term | $ 11,475 | $ 12,896 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Common stock, $.0001 par value, authorized 150,000,000 shares; 28,738,050 shares issued and outstanding as of March 31, 2016 and 22,315,612 shares issued and outstanding as of December 31, 2015; | $ 3 | $ 2 |
Additional paid-in capital | 233,021 | 194,468 |
Accumulated deficit | (172,045) | (164,727) |
Total stockholders' equity | 60,979 | 29,743 |
Total liabilities and stockholders' equity | $ 80,863 | $ 50,421 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2016 | Dec. 31, 2015 |
Balance Sheets | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized (in shares) | 150,000,000 | 150,000,000 |
Common stock, issued (in shares) | 28,738,050 | 22,315,612 |
Common stock, outstanding (in shares) | 28,738,050 | 22,315,612 |
Statements of Operations
Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Operating expenses: | ||
Research and development | $ 4,927 | $ 5,378 |
General and administrative | 2,053 | 1,599 |
Total operating expenses | 6,980 | 6,977 |
Loss from operations | (6,980) | (6,977) |
Other income (expense) | ||
Interest expense | (548) | (425) |
Interest income | 17 | 1 |
Change in fair value of warrants | 193 | (101) |
Loss on extinguishment of debt | (1,036) | |
Loss before benefit from income taxes | (7,318) | (8,538) |
Net loss | $ (7,318) | $ (8,538) |
Net loss per share - basic and diluted (in dollars per share) | $ (0.27) | $ (0.40) |
Weighted-average shares outstanding - basic and diluted (in shares) | 26,826,223 | 21,282,692 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash flows from operating activities | ||
Net loss | $ (7,318) | $ (8,538) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 4 | 5 |
Noncash stock based compensation | 711 | 645 |
Noncash interest | 172 | 73 |
Loss on extinguishment of debt | 1,036 | |
Change in fair value of warrants | (193) | 101 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 656 | 308 |
Accounts payable and accrued expenses | (771) | 724 |
Net cash used in operating activities | (6,739) | (5,646) |
Cash flows from investing activities | ||
Acquisition of property and equipment | (2) | (189) |
Net cash used in investing activities | (2) | (189) |
Cash flows from financing activities | ||
Proceeds from issuance of long-term debt | 16,265 | |
Repayment of term loan | (15,784) | |
Cash paid for debt financing costs | (423) | |
Proceeds from the issuance of common stock, net | 37,547 | 19,330 |
Proceeds from exercise of stock options | 294 | 130 |
Net cash provided by financing activities | 37,841 | 19,518 |
Net increase in cash and cash equivalents | 31,100 | 13,683 |
Cash and cash equivalents, beginning of period | 34,395 | 40,182 |
Cash and cash equivalents, end of period | 65,495 | 53,865 |
Supplemental disclosure of noncash financing activities | ||
Fair value of common stock warrants issued | 1,184 | |
Supplemental cash flow information | ||
Interest paid | $ 375 | $ 339 |
Organization and Description of
Organization and Description of Business | 3 Months Ended |
Mar. 31, 2016 | |
Organization and Description of Business | |
Organization and Description of Business | 1. Organization and Description of Business Nature of Operations Agile Therapeutics, Inc. (the “Company”) was incorporated in Delaware on December 22, 1997. The Company is engaged in research and development of transdermal patch technology for use in contraception. The Company’s activities since inception have consisted principally of raising capital and performing research and development. The Company is headquartered in Princeton, New Jersey. The Company is devoting substantially all of its efforts toward research and development of its transdermal patch for use in contraception, and raising capital. The Company has not generated product revenue to date and is subject to a number of risks similar to those of other early stage companies, including dependence on key individuals, the difficulties inherent in the development of commercially usable products, the potential need to obtain additional capital necessary to fund the development of its products, and competition from larger companies. The Company has incurred losses each year since inception. As of March 31, 2016, the Company had an accumulated deficit of approximately $172.0 million. The Company has financed its operations to date primarily through the issuance and sale of its common stock in both public and private offerings (see Note 7), private placements of its convertible preferred stock, venture loans, and non-dilutive grant funding. The Company expects to continue to incur net losses into the foreseeable future. As of March 31, 2016, the Company had cash and cash equivalents of $65.5 million. Although the Company has incurred recurring losses in each year since inception, the Company expects its cash and cash equivalents will be sufficient to fund operations for at least the next twelve months. Basis of Presentation The accompanying unaudited interim condensed financial statements have been prepared by the Company, without audit, in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim information and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for reporting on Form 10-Q. Accordingly, certain information and footnote disclosure normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. These interim condensed financial statements should be read in conjunction with the audited financial statements and related notes included in the Company’s annual report on Form 10-K for the year ended December 31, 2015 filed with the SEC. In the opinion of management, the unaudited interim condensed financial statements reflects all adjustments, which are normal recurring adjustments, necessary for the fair presentation of the financial information for the interim periods have been made. The results of operations for the three months ended March 31, 2016 are not necessarily indicative of the operating results for the full fiscal year or any future period. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2016 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies The Company’s complete listing of significant accounting policies are described in Note 2 to the Company’s audited financial statements as of December 31, 2015 included in its annual report on Form 10-K filed with the SEC. 2. Summary of Significant Accounting Policies (Continued) Use of Estimates The preparation of the Company’s financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company bases its estimates and judgments on historical experience and various other assumptions that it believes are reasonable under the circumstances. The amounts of assets and liabilities reported in the Company’s balance sheets and the amounts of expenses reported for each of the periods presented are affected by estimates and assumptions, which are used for, but not limited to, the accounting for common stock warrants, stock-based compensation, income taxes, and accounting for research and development costs. Actual results could differ from those estimates. Fair Value of Financial Instruments In accordance with ASC 825, Financial Instruments , disclosures of fair value information about financial instruments are required, whether or not recognized in the balance sheet, for which it is practicable to estimate that value. Cash and cash equivalents are carried at fair value (see Note 3). Financial instruments, including accounts payable and accrued liabilities, are carried at cost, which approximates fair value given their short-term nature. Warrants The Company accounts for its warrants to purchase redeemable convertible stock in accordance with ASC 480, Distinguishing Liabilities from Equity . ASC 480 requires that a financial instrument, other than outstanding share, that, at inception, is indexed to an obligation to repurchase the issuer’s equity shares, regardless of the timing or the probability of the redemption feature, and may require the issuer to settle the obligation by transferring assets be classified as a liability. The Company measures the fair value of its warrant liability using an option pricing model with changes in fair value recognized as increases or reductions to other income (expense) in the statement of operations. In connection with the completion of the Company’s initial public offering in May 2014, the warrants to purchase shares of Series A-1 and Series A-2 preferred stock expired unexercised and the warrants to purchase shares of Series C preferred stock automatically converted into warrants to purchase shares of common stock. Warrants with non-standard anti-dilution provisions (referred to as down round protection) are classified as liabilities and re-measured each reporting period. As of March 31, 2016, there were outstanding 62,505 warrants to purchase common stock at $6.00 per share. These warrants expire on December 14, 2019. The warrants issued in connection with the Company’s debt financing completed in February 2015 (see Note 6) are classified as a component of stockholders’ equity. The value of such warrants was determined using the Black-Scholes option-pricing model. Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC 718, Compensation-Stock Compensation . The Company grants stock options for a fixed number of shares to employees and non-employees with an exercise price equal to the fair value of the shares at grant date. Compensation cost is recognized for all share-based payments granted and is based on the grant-date fair value estimated using the weighted-average assumption of the Black-Scholes option pricing model based on key assumptions such as stock price, expected volatility and expected term. The equity instrument is not considered to be issued until the instrument vests. As a result, compensation cost is recognized over the requisite service period with an offsetting credit to additional paid-in capital. The Company also awards restricted stock units (RSUs) to employees. RSUs are generally subject to forfeiture if employment terminates prior to the completion of the vesting restrictions. The Company expenses the cost of the RSUs, which is determined to be the fair market value of the shares of common stock underlying the RSUs at the date of grant, ratably over the period during which the vesting restrictions lapse. Awards for consultants are accounted for under ASC 505-50, Equity Based Payments to Non-Employees . Any compensation expense related to consultants is marked-to-market over the applicable vesting period as they vest. 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 for the period, without consideration for common stock equivalents. Diluted net loss per share is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding plus the effect of dilutive potential common shares outstanding during the period determined using the treasury-stock and if-converted methods. For purposes of diluted net loss per share calculation, common stock warrants, unvested RSUs and stock options are considered to be potentially dilutive securities but are excluded from the calculation of diluted net loss per share because their effect would be anti-dilutive and therefore, basic and diluted net loss per share were the same for all periods presented. Potentially dilutive securities that have been excluded from the calculation of diluted net loss per share for the three months ended March 31, 2016 and 2015 because to do so would be anti-dilutive are as follows (in common equivalent shares): March 31 2016 2015 Common stock warrants Common stock options Unvested restricted stock units — Total Recent Accounting Pronouncements In August 2014, the Financial Accounting Standards Board (FASB) issued ASU 2014-15, Presentation of Financial Statements — Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern , which defines management’s responsibility to assess an entity’s ability to continue as a going concern, and to provide related footnote disclosures if there is substantial doubt about its ability to continue as a going concern. The new standard is effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company does not expect the adoption of ASU 2014-15 to have a material impact on its financial statements. In April 2015, the FASB issued an amendment to U.S. GAAP to simplify the balance sheet presentation of the costs for issuing debt. The changes were adopted in Accounting Standards Update (ASU) No. 2015-03, Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issue Costs , or ASU 2015-03. ASU 2015-03 amends current presentation guidance by requiring that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. Prior to the issuance of ASU 2015-03, debt issuance costs were required to be presented as an asset in the balance sheet. The Company adopted the provisions of ASU 2015-03 on January 1, 2016 and prior period balances have been reclassified to conform to the current period presentation. As of December 31, 2015, $152 of debt issuance costs were reclassified in the balance sheet from “deferred financing costs, net” to “loan payable, current portion” and $139 was reclassified from “deferred financing costs, net” to “loan payable, long-term”. The adoption of ASU 2015-03 did not have an impact on the Company’s operations or cash flows. In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases . The new standard establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the statement of operations. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The Company will be evaluating the impact of the pending adoption of the new standard on the Company’s financial statements. In March 2016, the FASB issued guidance on employee share-based payment accounting requiring all tax effects related to share-based payments at settlement or expiration to be recorded through the statement of operations and be reported as operating activities on the statement of cash flows. Further, under the new guidance, entities are permitted to make an accounting policy election for the impact of forfeitures on the recognition of expense for share-based payment awards; whereas forfeitures can be estimated, as required today, or recognized when they occur. The guidance is effective for public business entities for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. The Company is currently evaluating the impact this guidance will have on financial statements. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Measurements | |
Fair Value Measurements | 3. Fair Value Measurements ASC 820, Fair Value Measurements and Disclosures , describes the fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Assets and liabilities that are measured at fair value are reported using a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy maximizes the use of observable inputs and minimizes the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows: · Level 1 — Quotes prices in active markets for identical assets and liabilities. The Company’s Level 1 assets and liabilities consist of cash and cash equivalents. · Level 2 — Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted market prices for similar assets or liabilities in active markets or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets and liabilities. The Company has no Level 2 assets or liabilities. · Level 3 — Unobservable inputs that are supported by little or no market data and which require internal development of assumptions about how market participant price the fair value of the assets or liabilities. The Company’s Level 3 liabilities consist of the warrant liability. The Company is required to mark the value of its warrant liability to market and recognize the change in valuation in its statements of operations each reporting period. The following table sets forth the Company’s financial instruments measured at fair value by level within the fair value hierarchy as of March 31, 2016 and December 31, 2015. Level 1 Level 2 Level 3 March 31, 2016 Assets: Cash equivalents $ $ — $ — Total assets at fair value $ $ — $ — Liabilities: Common stock warrants — — Total liabilities at fair value $ — $ — $ The significant assumptions used in preparing the option pricing model for valuing the Company’s warrants as of March 31, 2016 include (i) volatility (75.0%), (ii) risk free interest rate of 1.04% (estimated using treasury bonds with a 3.75 year life), (iii) strike price ($6.00) for the common stock warrants, (iv) fair value of common stock ($6.21) and (v) expected life (3.75 years). The following is a rollforward of the fair value of Level 3 warrants: Beginning balance at December 31, 2015 $ Change in fair value ) Ending balance at March 31, 2016 $ Level 1 Level 2 Level 3 December 31, 2015 Assets: Cash equivalents $ $ — $ — Total assets at fair value $ $ — $ — Liabilities: Common stock warrants — — Total liabilities at fair value $ — $ — $ The significant assumptions used in preparing the option pricing model for valuing the Company’s warrants as of December 31, 2015 include (i) volatility (75.0%), (ii) risk free interest rate of 1.54% (estimated using treasury bonds with a 4 year life), (iii) strike price ($6.00) for the common stock warrants, (iv) fair value of common stock ($9.76) and (v) expected life (four years). There were no transfers between Level 1, 2 or 3 during 2016 or 2015. If the Company’s estimates regarding the fair value of its warrants are inaccurate, a future adjustment to these estimated fair values may be required. Additionally, these estimated fair values could change significantly. |
Prepaid Expenses
Prepaid Expenses | 3 Months Ended |
Mar. 31, 2016 | |
Prepaid Expenses | |
Prepaid Expenses | 4. Prepaid Expenses Prepaid expenses consist of the following: March 31 2016 December 31 2015 Prepaid clinical trial expense $ $ Prepaid insurance Other Total prepaid expenses $ $ |
Accrued Liabilities
Accrued Liabilities | 3 Months Ended |
Mar. 31, 2016 | |
Accrued Liabilities | |
Accrued Liabilities | 5. Accrued Liabilities Accrued liabilities consist of the following: March 31 2016 December 31 2015 Employee bonuses $ $ Accrued clinical trial costs Other Total accrued liabilities $ $ |
Loan and Security Agreements
Loan and Security Agreements | 3 Months Ended |
Mar. 31, 2016 | |
Loan and Security Agreements | |
Loan and Security Agreements | 6. Loan and Security Agreements Oxford Finance LLC In December 2012, the Company entered into a Loan and Security Agreement (the “Oxford Loan”) with Oxford Finance LLC (“Oxford”) pursuant to which the Company borrowed a total of $15.0 million from Oxford. The Oxford Loan accrued interest at a fixed annual rate equal to 9.20% (Three-month U.S. Libor rate of 0.47% plus 8.73%). Interest on the Oxford Loan was payable monthly and principal was due in 30 equal consecutive monthly installments beginning on February 1, 2015 and ending on July 1, 2017. In addition, the Company was required to make a final payment of $675,000 on the maturity date of the Oxford Loan (July 1, 2017). In connection with the Oxford Loan, the Company issued Oxford warrants to purchase 62,505 shares of common stock at $6.00 per share. These warrants expire on December 14, 2019. In February 2015, the Company terminated and repaid all amounts outstanding under the Oxford Loan and recorded a loss on the extinguishment of the Oxford Loan (see further discussion below). Hercules Capital, Inc. In February 2015, the Company entered into a loan and security agreement (the “Hercules Loan”) with Hercules Capital, Inc. (“Hercules”) for a term loan of up to $25.0 million. A first tranche of $16.5 million was funded upon execution of the Hercules Loan, approximately $15.5 million of which was used to repay the Company’s existing term loan with Oxford. The Company is scheduled to make interest-only payments on the loan until July 1, 2016, which period may be extended under certain circumstances. Under the terms of the Hercules Loan, the Company may, but is not obligated to, draw an additional tranche of up to $8.5 million prior to July 1, 2016, subject to the achievement of certain clinical milestones, which may be extended to December 31, 2016 under certain circumstances. The Hercules Loan accrues interest at a rate of the greater of 9.0% or 9.0% plus Prime minus 4.25% and is payable monthly. Principal is due in 30 equal consecutive monthly installments beginning on July 1, 2016 and ending on December 1, 2018. In addition, the Company is required to make a final payment of $610,500 on the maturity date of the Hercules Loan (December 1, 2018). The Company may prepay all, but not less than all, of the Hercules Loan subject to a prepayment premium of 2.0% of the outstanding principal if prepaid during the second year (through February 24, 2017) and 1.0% of the outstanding principal if prepaid after February 24, 2017. The obligations of the Company under the Hercules Loan are secured by a perfected first position lien on all of the assets of the Company, excluding intellectual property assets. In connection with the Hercules Loan, the Company issued Hercules a warrant to purchase 180,274 shares of the Company’s common stock at an exercise price of $5.89 per share which expires on February 24, 2020 and granted Hercules the right to participate in future equity financings in an amount up to $2.0 million while the loan and warrant are outstanding. The Company allocated the proceeds of $16.5 million in accordance with ASC 470 based on the relative fair values. The relative fair value of the warrants of approximately $1.2 million at the time of issuance, which was determined using the Black-Scholes option-pricing model, was recorded as additional paid-in capital and reduced the carrying value of the debt. The significant assumptions used in preparing the option pricing model for valuing the Company’s warrant issued to Hercules include (i) volatility (75.0%), (ii) risk free interest rate of 1.22% (estimated using treasury bonds with a 4 year life), (iii) strike price ($5.89) for the common stock warrant, (iv) fair value of common stock ($9.82) and (v) expected life (four years). The discount on the debt is being amortized to interest expense over the term of the debt. As a result of the repayment of the Oxford Loan, the Company recorded a loss on the extinguishment of debt of approximately $1.0 million on the Company’s statement of operations for the three months ended March 31, 2015, representing a prepayment premium, the unamortized discount of the Oxford Loan and the write off of deferred financing costs. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2016 | |
Stockholders' Equity | |
Stockholders' Equity | 7. Stockholders’ Equity 2015 Private Placement of Common Stock In January 2015, the Company completed a private placement of 3,418,804 shares of common stock at $5.85 per share. Proceeds from the Company’s private placement, net of commissions and other offering costs, were approximately $19.3 million. Two of the Company’s stockholders, who are also affiliated with members of the Company’s Board of Directors, purchased a total of 1,623,932 shares of common stock for approximately $9.5 million in the private placement. Shelf Registration Statement On June 19, 2015, the Company filed a universal shelf registration statement with the SEC for the issuance of common stock, preferred stock, warrants, rights, debt securities and units up to an aggregate amount of $150.0 million (the “2015 Shelf Registration Statement”). On July 1, 2015, the 2015 Shelf Registration Statement was declared effective by the SEC. The Company completed an offering of common stock in February 2016 utilizing the 2015 Shelf Registration Statement (see below). In the future, the Company may also periodically offer one or more of these securities in amounts, prices and terms to be announced when and if the securities are offered. At the time any of the securities covered by the 2015 Shelf Registration Statement are offered for sale, a prospectus supplement will be prepared and filed with the SEC containing specific information about the terms of any such offering. 2016 Public Offering of Common Stock In January 2016, the Company completed an underwritten public offering of 5,511,812 shares of its common stock at a public offering price of $6.35 per share. In February 2016, the underwriters of the public offering of common stock exercised in full their option to purchase an additional 826,771 shares of common stock at the public offering price of $6.35 per share, less underwriting discounts and commissions. A total of 6,338,583 shares of common stock were sold in the public offering resulting in total net proceeds of approximately $37.5 million. One of the Company’s stockholders, who is also affiliated with a member of the Board of Directors, purchased 393,700 shares of common stock for approximately $2.5 million in the public offering. Stock-Based Compensation Expense Stock-based compensation expense was allocated as follows: Three Months Ended March 31 2016 2015 Research and development $ $ General and administrative Total stock-based compensation expense $ $ |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2016 | |
Related Party Transactions | |
Related Party Transactions | 8. Related Party Transactions Effective March 17, 2014, one of the Managing Partners of SmartPharma LLC, or SmartPharma, an entity which provides commercial and business development consulting services to the Company, was appointed Chief Commercial Officer. In connection with the appointment of this individual as Chief Commercial Officer, the Company amended its consulting agreement with SmartPharma to remove this individual from the list of persons providing service under the consulting agreement. SmartPharma invoiced the Company $2 and $26 of fees for the three months ended March 31, 2016 and 2015, respectively. |
Summary of Significant Accoun14
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Summary of Significant Accounting Policies | |
Use of Estimates | Use of Estimates The preparation of the Company’s financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company bases its estimates and judgments on historical experience and various other assumptions that it believes are reasonable under the circumstances. The amounts of assets and liabilities reported in the Company’s balance sheets and the amounts of expenses reported for each of the periods presented are affected by estimates and assumptions, which are used for, but not limited to, the accounting for common stock warrants, stock-based compensation, income taxes, and accounting for research and development costs. Actual results could differ from those estimates. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments In accordance with ASC 825, Financial Instruments , disclosures of fair value information about financial instruments are required, whether or not recognized in the balance sheet, for which it is practicable to estimate that value. Cash and cash equivalents are carried at fair value (see Note 3). Financial instruments, including accounts payable and accrued liabilities, are carried at cost, which approximates fair value given their short-term nature. |
Warrants | Warrants The Company accounts for its warrants to purchase redeemable convertible stock in accordance with ASC 480, Distinguishing Liabilities from Equity . ASC 480 requires that a financial instrument, other than outstanding share, that, at inception, is indexed to an obligation to repurchase the issuer’s equity shares, regardless of the timing or the probability of the redemption feature, and may require the issuer to settle the obligation by transferring assets be classified as a liability. The Company measures the fair value of its warrant liability using an option pricing model with changes in fair value recognized as increases or reductions to other income (expense) in the statement of operations. In connection with the completion of the Company’s initial public offering in May 2014, the warrants to purchase shares of Series A-1 and Series A-2 preferred stock expired unexercised and the warrants to purchase shares of Series C preferred stock automatically converted into warrants to purchase shares of common stock. Warrants with non-standard anti-dilution provisions (referred to as down round protection) are classified as liabilities and re-measured each reporting period. As of March 31, 2016, there were outstanding 62,505 warrants to purchase common stock at $6.00 per share. These warrants expire on December 14, 2019. The warrants issued in connection with the Company’s debt financing completed in February 2015 (see Note 6) are classified as a component of stockholders’ equity. The value of such warrants was determined using the Black-Scholes option-pricing model. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC 718, Compensation-Stock Compensation . The Company grants stock options for a fixed number of shares to employees and non-employees with an exercise price equal to the fair value of the shares at grant date. Compensation cost is recognized for all share-based payments granted and is based on the grant-date fair value estimated using the weighted-average assumption of the Black-Scholes option pricing model based on key assumptions such as stock price, expected volatility and expected term. The equity instrument is not considered to be issued until the instrument vests. As a result, compensation cost is recognized over the requisite service period with an offsetting credit to additional paid-in capital. The Company also awards restricted stock units (RSUs) to employees. RSUs are generally subject to forfeiture if employment terminates prior to the completion of the vesting restrictions. The Company expenses the cost of the RSUs, which is determined to be the fair market value of the shares of common stock underlying the RSUs at the date of grant, ratably over the period during which the vesting restrictions lapse. Awards for consultants are accounted for under ASC 505-50, Equity Based Payments to Non-Employees . Any compensation expense related to consultants is marked-to-market over the applicable vesting period as they vest. |
Net Loss Per Share | 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 for the period, without consideration for common stock equivalents. Diluted net loss per share is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding plus the effect of dilutive potential common shares outstanding during the period determined using the treasury-stock and if-converted methods. For purposes of diluted net loss per share calculation, common stock warrants, unvested RSUs and stock options are considered to be potentially dilutive securities but are excluded from the calculation of diluted net loss per share because their effect would be anti-dilutive and therefore, basic and diluted net loss per share were the same for all periods presented. Potentially dilutive securities that have been excluded from the calculation of diluted net loss per share for the three months ended March 31, 2016 and 2015 because to do so would be anti-dilutive are as follows (in common equivalent shares): March 31 2016 2015 Common stock warrants Common stock options Unvested restricted stock units — Total |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2014, the Financial Accounting Standards Board (FASB) issued ASU 2014-15, Presentation of Financial Statements — Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern , which defines management’s responsibility to assess an entity’s ability to continue as a going concern, and to provide related footnote disclosures if there is substantial doubt about its ability to continue as a going concern. The new standard is effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company does not expect the adoption of ASU 2014-15 to have a material impact on its financial statements. In April 2015, the FASB issued an amendment to U.S. GAAP to simplify the balance sheet presentation of the costs for issuing debt. The changes were adopted in Accounting Standards Update (ASU) No. 2015-03, Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issue Costs , or ASU 2015-03. ASU 2015-03 amends current presentation guidance by requiring that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. Prior to the issuance of ASU 2015-03, debt issuance costs were required to be presented as an asset in the balance sheet. The Company adopted the provisions of ASU 2015-03 on January 1, 2016 and prior period balances have been reclassified to conform to the current period presentation. As of December 31, 2015, $152 of debt issuance costs were reclassified in the balance sheet from “deferred financing costs, net” to “loan payable, current portion” and $139 was reclassified from “deferred financing costs, net” to “loan payable, long-term”. The adoption of ASU 2015-03 did not have an impact on the Company’s operations or cash flows. In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases . The new standard establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the statement of operations. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The Company will be evaluating the impact of the pending adoption of the new standard on the Company’s financial statements. In March 2016, the FASB issued guidance on employee share-based payment accounting requiring all tax effects related to share-based payments at settlement or expiration to be recorded through the statement of operations and be reported as operating activities on the statement of cash flows. Further, under the new guidance, entities are permitted to make an accounting policy election for the impact of forfeitures on the recognition of expense for share-based payment awards; whereas forfeitures can be estimated, as required today, or recognized when they occur. The guidance is effective for public business entities for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. The Company is currently evaluating the impact this guidance will have on financial statements. |
Summary of Significant Accoun15
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Summary of Significant Accounting Policies | |
Schedule of potentially dilutive securities excluded from calculation of diluted net loss per share | March 31 2016 2015 Common stock warrants Common stock options Unvested restricted stock units — Total |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Measurements | |
Schedule of financial instruments measured at fair value by level within fair value hierarchy | Level 1 Level 2 Level 3 March 31, 2016 Assets: Cash equivalents $ $ — $ — Total assets at fair value $ $ — $ — Liabilities: Common stock warrants — — Total liabilities at fair value $ — $ — $ Level 1 Level 2 Level 3 December 31, 2015 Assets: Cash equivalents $ $ — $ — Total assets at fair value $ $ — $ — Liabilities: Common stock warrants — — Total liabilities at fair value $ — $ — $ |
Rollforward of fair value of Level 3 warrants | Beginning balance at December 31, 2015 $ Change in fair value ) Ending balance at March 31, 2016 $ |
Prepaid Expenses (Tables)
Prepaid Expenses (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Prepaid Expenses | |
Schedule of components of prepaid expenses | March 31 2016 December 31 2015 Prepaid clinical trial expense $ $ Prepaid insurance Other Total prepaid expenses $ $ |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Accrued Liabilities | |
Schedule of components of accrued liabilities | March 31 2016 December 31 2015 Employee bonuses $ $ Accrued clinical trial costs Other Total accrued liabilities $ $ |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Stockholders' Equity | |
Schedule of allocation of stock-based compensation expense | Three Months Ended March 31 2016 2015 Research and development $ $ General and administrative Total stock-based compensation expense $ $ |
Organization and Description 20
Organization and Description of Business (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | |
Organization and Description of Business | ||||
Product revenue | $ 0 | |||
Accumulated deficit | (172,045) | $ (164,727) | ||
Cash and cash equivalents | ||||
Cash and cash equivalents | $ 65,495 | $ 34,395 | $ 53,865 | $ 40,182 |
Summary of Significant Accoun21
Summary of Significant Accounting Policies - Outstanding Potentially Dilutive Securities that are Anti-Dilutive (Details) - shares | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Anti-dilutive securities | ||
Anti-dilutive securities excluded from the calculation of diluted net loss per share (in shares) | 2,916,923 | 2,476,970 |
Common stock warrants | ||
Anti-dilutive securities | ||
Anti-dilutive securities excluded from the calculation of diluted net loss per share (in shares) | 242,779 | 242,779 |
Stock options | ||
Anti-dilutive securities | ||
Anti-dilutive securities excluded from the calculation of diluted net loss per share (in shares) | 2,640,810 | 2,234,191 |
Restricted stock units | ||
Anti-dilutive securities | ||
Anti-dilutive securities excluded from the calculation of diluted net loss per share (in shares) | 33,334 |
Summary of Significant Accoun22
Summary of Significant Accounting Policies - Recent Accounting Pronouncements (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Recent Accounting Pronouncements | ||
Loan payable, current portion | $ 3,929 | $ 2,336 |
Loan payable, long-term | $ 11,475 | 12,896 |
ASU 2015-03, Simplifying the Presentation of Debt Issue Costs | Adjustment | ||
Recent Accounting Pronouncements | ||
Deferred financing costs, net, reclassified to loan payable, current portion | (152) | |
Deferred financing costs, net, reclassified to loan payable, long-term | (139) | |
Loan payable, current portion | (152) | |
Loan payable, long-term | $ (139) |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Instruments Measured at Fair Value by Hierarchy Level and Significant Assumptions Used for Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Liabilities: | ||
Common stock warrants | $ 213 | $ 406 |
Recurring | Level 1 | ||
Assets: | ||
Total assets at fair value | 65,396 | 34,324 |
Recurring | Level 1 | Cash equivalents | ||
Assets: | ||
Cash and cash equivalents | 65,396 | 34,324 |
Recurring | Level 3 | ||
Liabilities: | ||
Total liabilities at fair value | 213 | 406 |
Recurring | Level 3 | Warrants | Common stock warrants | ||
Liabilities: | ||
Common stock warrants | $ 213 | $ 406 |
Recurring | Level 3 | Warrants | Common stock warrants | Option pricing model | ||
Significant assumptions used in preparing the option pricing model for valuing the Company's warrants | ||
Volatility (as a percent) | 75.00% | 75.00% |
Risk free interest rate (as a percent) | 1.04% | 1.54% |
Life of treasury bonds | 3 years 9 months | 4 years |
Strike price (in dollars per share) | $ 6 | $ 6 |
Fair value of stock (in dollars per share) | $ 6.21 | $ 9.76 |
Expected life | 3 years 9 months | 4 years |
Fair Value Measurements - Rollf
Fair Value Measurements - Rollforward of Fair Value of Level 3 Warrants and Transfers Between Levels (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Fair value measurements | ||
Asset transfers out of Level 1 into Level 2 | $ 0 | $ 0 |
Asset transfers out of Level 2 into Level 1 | 0 | 0 |
Asset transfers into (out of) Level 3 | 0 | 0 |
Liability transfers out of Level 1 into Level 2 | 0 | 0 |
Liability transfers out of Level 2 into Level 1 | 0 | 0 |
Liability transfers into (out of) Level 3 | 0 | 0 |
Liabilities | Warrants | ||
Rollforward of the fair value of Level 3 warrants | ||
Beginning balance | 406,000 | |
Change in fair value | (193,000) | |
Ending balance | $ 213,000 | $ 406,000 |
Prepaid Expenses (Details)
Prepaid Expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Prepaid Expenses | ||
Prepaid clinical trial expense | $ 2,449 | $ 2,803 |
Prepaid insurance | 487 | 780 |
Other | 98 | 107 |
Total prepaid expenses | $ 3,034 | $ 3,690 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Accrued Liabilities | ||
Employee bonuses | $ 245 | $ 938 |
Accrued clinical trial costs | 907 | 1,507 |
Other | 242 | 208 |
Total accrued liabilities | $ 1,394 | $ 2,653 |
Loan and Security Agreements -
Loan and Security Agreements - Oxford Loan and Hercules Loan (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Feb. 28, 2015USD ($)$ / sharesshares | Dec. 31, 2012USD ($)$ / sharesshares | Mar. 31, 2016USD ($)installment | Mar. 31, 2015USD ($) | Dec. 31, 2014USD ($)installment | |
Significant assumptions used in preparing the option pricing model for valuing the Company's warrants | |||||
Loss on extinguishment of debt | $ 1,036,000 | ||||
Warrants | Common stock warrants | |||||
Loan and Security Agreements | |||||
Common stock that can be purchased with warrants (in shares) | shares | 180,274 | ||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 5.89 | ||||
Significant assumptions used in preparing the option pricing model for valuing the Company's warrants | |||||
Volatility (as a percent) | 75.00% | ||||
Risk free interest rate (as a percent) | 1.22% | ||||
Life of treasury bonds | 4 years | ||||
Strike price (in dollars per share) | $ / shares | $ 5.89 | ||||
Fair value of stock (in dollars per share) | $ / shares | $ 9.82 | ||||
Expected life | 4 years | ||||
Additional Paid-in Capital | |||||
Loan and Security Agreements | |||||
Fair value of common stock warrant issued with debt financing | $ 1,200,000 | ||||
Warrants | Common stock warrants | |||||
Loan and Security Agreements | |||||
Common stock that can be purchased with warrants (in shares) | shares | 62,505 | ||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 6 | ||||
Secured debt | Oxford Loan | |||||
Loan and Security Agreements | |||||
Amount borrowed | $ 15,000,000 | ||||
Repayment of existing debt | 15,500,000 | ||||
Number of consecutive monthly principal installments | installment | 30 | ||||
Final payment | $ 675,000 | ||||
Secured debt | Hercules Loan | |||||
Loan and Security Agreements | |||||
Maximum borrowing capacity | 25,000,000 | ||||
Amount borrowed | 16,500,000 | ||||
Additional amount available | $ 8,500,000 | ||||
Interest rate (as a percent) | 9.00% | ||||
Number of consecutive monthly principal installments | installment | 30 | ||||
Final payment | $ 610,500 | ||||
Discount on debt | 1,200,000 | ||||
Secured debt | LIBOR | Oxford Loan | |||||
Loan and Security Agreements | |||||
Interest rate (as a percent) | 9.20% | ||||
Variable rate basis | Three-month U.S. Libor rate | ||||
Variable rate base (as a percent) | 0.47% | ||||
Variable interest rate margin (as a percent) | 8.73% | ||||
Secured debt | Prime | Hercules Loan | |||||
Loan and Security Agreements | |||||
Variable rate basis | Prime minus 4.25% | ||||
Variable interest rate margin (as a percent) | 9.00% | ||||
Variable rate adjustment (as a percent) | 4.25% | ||||
Secured debt | Second year (through February 24, 2017) | Hercules Loan | |||||
Loan and Security Agreements | |||||
Prepayment premium as percentage of outstanding principal | 2.00% | ||||
Secured debt | After February 24, 2017 | Hercules Loan | |||||
Loan and Security Agreements | |||||
Prepayment premium as percentage of outstanding principal | 1.00% | ||||
Equity financings | Right to participate in future equity financings | Secured debt | Hercules Loan | Hercules | Maximum | |||||
Loan and Security Agreements | |||||
Equity financings amount | $ 2,000,000 | ||||
Secured debt | Oxford Loan | |||||
Significant assumptions used in preparing the option pricing model for valuing the Company's warrants | |||||
Loss on extinguishment of debt | $ 1,000,000 |
Stockholders' Equity - Private
Stockholders' Equity - Private Placement (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | |
Jan. 31, 2015USD ($)shareholder$ / sharesshares | Mar. 31, 2016USD ($) | Mar. 31, 2015USD ($) | |
Sale of stock | |||
Proceeds from the issuance of common stock, net | $ 37,547 | $ 19,330 | |
Private Placement | |||
Sale of stock | |||
Proceeds from the issuance of common stock, net | $ 19,300 | ||
Private Placement | Stockholders affiliated with members of Board of Directors | |||
Sale of stock | |||
Number of stockholders affiliated with members of Board of Directors who purchased shares | shareholder | 2 | ||
Proceeds from the issuance of common stock, net | $ 9,500 | ||
Private Placement | Common stock | |||
Sale of stock | |||
Common stock issued (in shares) | shares | 3,418,804 | ||
Share price (in dollars per share) | $ / shares | $ 5.85 | ||
Private Placement | Common stock | Stockholders affiliated with members of Board of Directors | |||
Sale of stock | |||
Common stock issued (in shares) | shares | 1,623,932 |
Stockholders' Equity - Shelf Re
Stockholders' Equity - Shelf Registration Statement (Details) | Jun. 19, 2015USD ($) |
2015 Shelf Registration | |
Sale of stock | |
Aggregate amount of securities issuable | $ 150,000,000 |
Stockholders' Equity - 2016 Pub
Stockholders' Equity - 2016 Public Offering of Common Stock (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | ||
Feb. 29, 2016$ / sharesshares | Jan. 31, 2016USD ($)shareholder$ / sharesshares | Feb. 29, 2016USD ($)$ / sharesshares | Mar. 31, 2016USD ($) | Mar. 31, 2015USD ($) | |
Sale of stock | |||||
Proceeds from the issuance of common stock, net | $ | $ 37,547 | $ 19,330 | |||
Underwritten public offering | |||||
Sale of stock | |||||
Proceeds from the issuance of common stock, net | $ | $ 37,500 | ||||
Underwritten public offering | Stockholders affiliated with members of Board of Directors | |||||
Sale of stock | |||||
Number of stockholders affiliated with members of Board of Directors who purchased shares | shareholder | 1 | ||||
Proceeds from the issuance of common stock, net | $ | $ 2,500 | ||||
Underwritten public offering | Common stock | |||||
Sale of stock | |||||
Common stock issued (in shares) | shares | 5,511,812 | 6,338,583 | |||
Share price (in dollars per share) | $ / shares | $ 6.35 | ||||
Underwritten public offering | Common stock | Stockholders affiliated with members of Board of Directors | |||||
Sale of stock | |||||
Common stock issued (in shares) | shares | 393,700 | ||||
Underwriter purchase option | Common stock | |||||
Sale of stock | |||||
Common stock issued (in shares) | shares | 826,771 | ||||
Share price (in dollars per share) | $ / shares | $ 6.35 | $ 6.35 |
Related Party Transactions (Det
Related Party Transactions (Details) - SmartPharma $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016USD ($) | Mar. 31, 2015USD ($) | Mar. 17, 2014person | |
Related party transactions | |||
Number of Managing Partners appointed to Chief Commercial Officer | person | 1 | ||
Commercial and business development consulting services | |||
Related party transactions | |||
Fees invoiced by the related party | $ | $ 2 | $ 26 |