Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Oct. 30, 2017 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | MARINUS PHARMACEUTICALS INC | |
Entity Central Index Key | 1,267,813 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 40,430,196 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 37,530 | $ 26,178 |
Short-term investments | 5,435 | 3,922 |
Prepaid expenses and other current assets | 582 | 199 |
Total current assets | 43,547 | 30,299 |
Property and equipment, net | 1,172 | 1,148 |
Investments | 19,938 | |
Total assets | 64,657 | 31,447 |
Current liabilities: | ||
Accounts payable | 634 | 2,809 |
Accrued expenses | 1,796 | 1,775 |
Current portion of notes payable | 3,500 | |
Total current liabilities | 2,430 | 8,084 |
Notes payable | 1,743 | |
Other long-term liabilities | 127 | 141 |
Total liabilities | 2,557 | 9,968 |
Stockholders' equity: | ||
Preferred stock, $0.001 par value; 25,000,000 shares authorized, no shares issued and outstanding | ||
Common stock, $0.001 par value; 100,000,000 shares authorized, 40,459,427 issued and 40,430,196 outstanding at September 30, 2017 and 19,734,351 issued and 19,705,120 outstanding at December 31, 2016 | 40 | 20 |
Additional paid-in capital | 202,067 | 147,288 |
Treasury stock at cost, 29,231 shares at September 30, 2017 and December 31, 2016 | ||
Accumulated other comprehensive loss | (18) | |
Accumulated deficit | (139,989) | (125,829) |
Total stockholders’ equity | 62,100 | 21,479 |
Total liabilities and stockholders’ equity | $ 64,657 | $ 31,447 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2017 | Dec. 31, 2016 |
BALANCE SHEETS | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 25,000,000 | 25,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 40,459,427 | 19,734,351 |
Common stock, shares outstanding | 40,430,196 | 19,705,120 |
Treasury stock, shares | 29,231 | 29,231 |
STATEMENTS OF OPERATIONS AND CO
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Expenses: | ||||
Research and development | $ 2,642 | $ 4,840 | $ 9,032 | $ 17,593 |
General and administrative | 1,571 | 1,529 | 5,074 | 4,719 |
Loss from operations | (4,213) | (6,369) | (14,106) | (22,312) |
Interest income | 45 | 36 | 116 | 93 |
Interest expense | (3) | (118) | (159) | (365) |
Other income (expense) | 1 | (13) | (11) | (44) |
Net loss | $ (4,170) | $ (6,464) | $ (14,160) | $ (22,628) |
Per share information: | ||||
Net loss per share of common stock-basic and diluted (in dollars per share) | $ (0.15) | $ (0.33) | $ (0.60) | $ (1.16) |
Basic and diluted weighted average shares outstanding (in shares) | 28,666,656 | 19,509,220 | 23,531,745 | 19,494,424 |
Net loss | $ (4,170) | $ (6,464) | $ (14,160) | $ (22,628) |
Other comprehensive loss: | ||||
Unrealized loss on available-for-sale securities | (18) | (18) | ||
Total comprehensive loss | $ (4,188) | $ (6,464) | $ (14,178) | $ (22,628) |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Cash flows from operating activities | ||
Net loss | $ (14,160) | $ (22,628) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 35 | 16 |
Stock-based compensation expense | 2,251 | 2,276 |
Amortization of debt issuance costs | 4 | 5 |
Amortization of discount on investments | (3) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | (383) | 1,054 |
Accounts payable and accrued expenses | (2,080) | 556 |
Net cash used in operating activities | (14,336) | (18,721) |
Cash flows from investing activities | ||
Purchases of investments | (24,892) | (2,434) |
Maturities of short-term investments | 3,426 | 4,225 |
Purchases of property and equipment | (192) | (643) |
Net cash (used in) provided by investing activities | (21,658) | 1,148 |
Cash flows from financing activities | ||
Proceeds from exercise of stock options | 123 | |
Principal payments of notes payable | (5,247) | (1,210) |
Proceeds from equity offerings, net of offering costs | 52,593 | (167) |
Net cash provided by (used in) financing activities | 47,346 | (1,254) |
Net increase (decrease) in cash and cash equivalents | 11,352 | (18,827) |
Cash and cash equivalents-beginning of period | 26,178 | 51,722 |
Cash and cash equivalents-end of period | 37,530 | 32,895 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 184 | 360 |
Payment on notes payable in accounts payable | 43 | |
Property and equipment in accounts payable | $ 6 | |
Accrued equity offering costs | $ 45 |
Description of the Business and
Description of the Business and Liquidity | 9 Months Ended |
Sep. 30, 2017 | |
Description of the Business and Liquidity | |
Description of the Business and Liquidity | 1. Description of the Business and Liquidity We are a clinical stage biopharmaceutical company focused on developing and commercializing innovative therapeutics to treat epilepsy and neuropsychiatric disorders. Our clinical stage product candidate, ganaxolone, is a positive allosteric modulator of the GABA A receptor being developed in three different dose forms (intravenous, oral capsule and oral liquid) intended to maximize therapeutic reach to adult and pediatric patient populations in both acute and chronic care settings and in both in-patient and self-administered settings. The GABA A receptor is a well‑characterized target in the brain known for both anti‑seizure, anti-depression and anti‑anxiety effects. Our primary focus to date has been directed towards developing business strategies, conducting research and development activities, and conducting preclinical testing and human clinical trials for our product candidate. Liquidity We have not generated any product revenues and have incurred operating losses since inception. There is no assurance that profitable operations will ever be achieved, and if achieved, could be sustained on a continuing basis. In addition, development activities, clinical and preclinical testing, and commercialization of our product candidates will require significant additional financing. Our accumulated deficit as of September 30, 2017 was $140.0 million and we expect to incur substantial losses in future periods. We plan to finance our future operations with a combination of proceeds from the issuance of equity securities, the issuance of additional debt, potential collaborations and revenues from potential future product sales, if any. We have not generated positive cash flows from operations, and there are no assurances that we will be successful in obtaining an adequate level of financing for the development and commercialization of our planned product candidates. In connection with the closing of a secondary public offering during the third quarter of 2017, we issued a total of 10,733,334 shares of common stock resulting in aggregate net proceeds, after underwriting discounts and commissions and other estimated offering expenses, of $37.7 million. We believe that our cash, cash equivalents and investment balance as of September 30, 2017 is adequate to fund our operations for at least the next 12 months. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2017 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The unaudited interim consolidated financial statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Accordingly, they do not include all information and disclosures necessary for a presentation of our financial position, results of operations and cash flows in conformity with generally accepted accounting principles in the United States of America (GAAP) for annual financial statements. In the opinion of management, these unaudited interim consolidated financial statements reflect the elimination of all intercompany accounts and transactions and all adjustments, consisting primarily of normal recurring accruals, necessary for a fair presentation of our financial position and results of operations and cash flows for the periods presented. The results of operations for interim periods are not necessarily indicative of the results for the full year. These unaudited interim consolidated financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2016 and accompanying notes thereto included in our annual report on Form 10-K filed with the SEC on March 13, 2017. 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 contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from such estimates. Research and development costs Research and development costs are expensed as incurred. Costs for certain development activities, such as clinical trials, are recognized based on an evaluation of the progress to completion of specific tasks using data such as subject enrollment, monitoring visits, clinical site activations, or information provided to us by our vendors with respect to their actual costs incurred. Payments for these activities are based on the terms of the individual arrangements, which may differ from the pattern of costs incurred, and are reflected in the financial statements as prepaid or accrued research and development expense, as the case may be. Research and development costs are net of state research and development tax credits which were sold to a third party for cash in the amount of $0.4 million for the three and nine months ended September 30, 2017. Recent Accounting Pronouncements In February 2016, the Financial Accounting Standard Board (FASB) issued Accounting Standards Update (ASU) 2016-02, Leases , which requires that lease arrangements longer than 12 months result in an entity recognizing an asset and liability. The updated guidance is effective for interim and annual periods beginning after December 15, 2018, and early adoption is permitted. We have not evaluated the impact of the updated guidance on our interim or annual consolidated financial statements . In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows , which amends the guidance in Accounting Standards Codification (ASC) 230 on the classification of certain cash receipts and payments in the statement of cash flows. The primary purpose of the ASU is to reduce the diversity in practice that has resulted from the lack of consistent principles on this topic. The guidance in the ASU is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. We do not expect the adoption of this ASU to have a material effect on our interim or annual consolidated financial statements. In May 2017, the FASB issued ASU 2017-09, Scope of Modification Accounting, which amends the scope of modification accounting for share-based payment arrangements. The ASU provides guidance on the types of changes to the terms or conditions of share-based payment awards to which an entity would be required to apply modification accounting under ASC 718. Specifically, an entity would not apply modification accounting if the fair value, vesting conditions, and classification of the awards are the same immediately before and after the modification. For all entities, the ASU is effective for annual reporting periods, including interim periods within those annual reporting periods, beginning after December 15, 2017, with early adoption permitted. We do not expect the adoption of this ASU to have a material effect on our interim or annual consolidated financial statements. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Measurements | |
Fair Value Measurements | 3. Fair Value Measurements FASB accounting guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability (the exit price) in an orderly transaction between market participants at the measurement date. The accounting guidance outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. In determining fair value, we use quoted prices and observable inputs. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from independent sources. The fair value hierarchy is broken down into three levels based on the source of inputs as follows: · Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities. · Level 2 — Valuations based on observable inputs and quoted prices in active markets for similar assets and liabilities. · Level 3 — Valuations based on inputs that are unobservable and models that are significant to the overall fair value measurement. Valuation Techniques - Level 2 Inputs The Company estimates the fair values of its financial instruments categorized as level 2 in the fair value hierarchy, including U.S. Treasury securities, by taking into consideration valuations obtained from third-party pricing services. The pricing services use industry standard valuation models, including both income- and market-based approaches, for which all significant inputs are observable, either directly or indirectly, to estimate fair value. These inputs include reported trades of and broker/dealer quotes on the same or similar securities, benchmark yields, issuer credit spreads, benchmark securities, and other observable inputs. The Company obtains a single price for each financial instrument and does not adjust the prices obtained from the pricing service. The Company validates the prices provided by its third-party pricing services by reviewing their pricing methods, obtaining market values from other pricing sources and comparing them to the share prices presented by the third-party pricing services. After completing its validation procedures, the Company did not adjust or override any fair value measurements provided by its third-party pricing services as of September 30, 2017. The following fair value hierarchy table presents information about each major category of our financial assets and liabilities measured at fair value on a recurring basis (in thousands): Level 1 Level 2 Level 3 Total September 30, 2017 Assets Money market funds (cash equivalents) $ 37,171 $ — $ — $ 37,171 Certificates of deposit 496 — — 496 U.S. Treasury securities — 24,877 — 24,877 Total assets $ 37,667 $ 24,877 $ — $ 62,544 December 31, 2016 Assets Money market funds (cash equivalents) $ 25,629 $ — $ — $ 25,629 Certificates of deposit 3,922 — — 3,922 Total assets $ 29,551 $ — $ — $ 29,551 |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Sep. 30, 2017 | |
Accrued Expenses | |
Accrued Expenses | 4. Accrued Expenses At September 30, 2017 and December 31, 2016 accrued expenses consisted of the following (in thousands): September 30, December 31, 2017 2016 Payroll and related costs $ 984 $ 880 Clinical trials and drug development 536 681 Professional fees 248 101 Other 28 113 Total accrued expenses $ 1,796 $ 1,775 |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2017 | |
Notes Payable | |
Notes Payable | 5. Notes Payable In 2014, we borrowed an aggregate of $7.0 million in connection with a Loan and Security Agreement, as amended (LSA). In July 2017, we paid in full the entire outstanding term loans balance of $3.5 million and accrued interest, with no penalty for prepayment. Through July 2017 and pursuant to the terms of the LSA, we were required to make monthly interest payments for all outstanding borrowings at an interest rate equal to the greater of (a) prime rate plus 3.25% or (b) 6.5% and monthly principal payments of 1/24th of our principal borrowings plus interest. Interest expense related to the term loans was $3 thousand and $159 thousand for the three and nine months ended September 30, 2017. As of September 30, 2017, we had no accrued interest. |
Loss Per Share of Common Stock
Loss Per Share of Common Stock | 9 Months Ended |
Sep. 30, 2017 | |
Loss Per Share of Common Stock | |
Loss Per Share of Common Stock | 6. Loss Per Share of Common Stock Basic loss per share is computed by dividing net loss applicable to common stockholders by the weighted average number of shares of common stock outstanding during each period. Diluted loss per share includes the effect, if any, from the potential exercise or conversion of securities, such as convertible preferred stock, convertible notes payable, warrants, stock options, and unvested restricted stock, which would result in the issuance of incremental shares of common stock. In computing the basic and diluted net loss per share applicable to common stockholders, the weighted average number of shares remains the same for both calculations due to the fact that when a net loss exists, dilutive shares are not included in the calculation. These potentially dilutive securities are more fully described in Note 8, and summarized in the table below: September 30, 2017 2016 Restricted stock 239,800 196,275 Stock options 2,910,761 2,238,197 3,150,561 2,434,472 |
Investments
Investments | 9 Months Ended |
Sep. 30, 2017 | |
Investments | |
Investments | 7. Investments As of September 30, 2017, our investments consisted of U.S. Treasury securities, maturing at various dates through January 2019, and certificates of deposit with various financial institutions maturing in November 2017. U.S. Treasury securities are classified as short- or long-term investments on our consolidated balance sheets based on maturity and certificates of deposit are classified as short-term investments on our consolidated balance sheets. U.S Treasury securities are classified as available-for-sale and are recorded at fair value. Certificates of deposits are classified as held-to-maturity and are recorded at amortized cost, which approximates fair value. As of September 30, 2017, all five of our U.S. Treasury securities were in an unrealized loss position, none of which had been in an unrealized loss position for 12 months or greater. Total amortized cost and fair value were each $24.9 million as of September 30, 2017. Based on review of these securities, we believe that the cost basis of these available-for-sale securities is recoverable and that there were no other-than-temporary impairments on these securities as of September 30, 2017. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2017 | |
Stockholders' Equity | |
Stockholders' Equity | 8. Stockholders’ Equity In 2005, we adopted the 2005 Stock Option and Incentive Plan (2005 Plan) that authorizes us to grant options, restricted stock and other equity-based awards. As of September 30, 2017, 430,922 options to purchase shares of common stock were outstanding pursuant to grants in connection with the 2005 Plan. No additional shares are available for issuance under the 2005 Plan. Effective August 2014, we adopted our 2014 Equity Incentive Plan, amended in May 2017 (2014 Plan), that authorizes us to grant options, restricted stock, and other equity-based awards, subject to adjustment in accordance with the 2014 Plan. The amount, terms of grants, and exercisability provisions are determined and set by our board of directors. As of September 30, 2017, 2,479,839 options to purchase shares of common stock and 239,800 shares of restricted stock were outstanding pursuant to grants in connection with the 2014 Plan, and 1,258,825 shares of common stock were available for future issuance. The amount, terms of grants, and exercisability provisions are determined and set by our board of directors. Stock Options There were 2,910,761 stock options outstanding as of September 30, 2017 at a weighted-average exercise price of $4.99 per share. During the nine months ended September 30, 2017, 829,800 options were granted to employees, directors and consultants at a weighted-average exercise price of $1.27 per share, and 158,083 options were forfeited at a weighted-average exercise price of $7.85 per share. Total compensation cost recognized for all stock option awards in the statements of operations is as follows (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Research and development $ 172 $ 265 $ 542 $ 710 General and administrative 381 487 1,336 1,518 Total $ 553 $ 752 $ 1,878 $ 2,228 Restricted Stock All issued and outstanding restricted shares of common stock are time-based, and become vested between one and three years after the grant date. Compensation expense is recorded ratably over the requisite service period. Compensation expense related to restricted stock is measured based on the fair value using the closing market price of our common stock on the date of the grant. During the nine months ended September 30, 2017, we issued 245,200 restricted shares of common stock to employees, directors and consultants. As of September 30, 2017, there were 239,800 restricted shares of common stock outstanding, and 179,700 shares vested during the nine months ended September 30, 2017. Total compensation cost recognized for all restricted stock awards in the statements of operations is as follows (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Research and development $ 51 $ 19 $ 100 $ 19 General and administrative 128 29 273 29 Total $ 179 $ 48 $ 373 $ 48 Equity Distribution Agreement In August 2015, we entered into an Equity Distribution Agreement (EDA) with JMP Securities LLC (JMP), under which JMP, as our exclusive agent, at our discretion and at such times that we may determine from time to time, may sell over a three-year period from the execution of the agreement up to a maximum of $35 million of shares of our common stock. We are not required to sell any shares at any time during the term of the EDA. The EDA will terminate upon the earliest of: (1) the sale of all shares subject to the EDA, (2) August 15, 2018 or (3) the termination of the EDA in accordance with its terms. Either party may terminate the EDA at any time upon written notification to the other party in accordance with the EDA, and upon such notification, the offering will terminate. We agreed to pay JMP a commission of up to 3.0% of the gross sales price of any shares sold pursuant to the EDA. With the exception of expenses related to the shares, JMP will be responsible for all of its own costs and expenses incurred in connection with the offering. During the nine months ended September 30, 2017, we issued 9,768,142 shares of our common stock pursuant to the EDA for aggregate net proceeds to us of $14.9 million. As of September 30, 2017, $19.8 million remained available under the EDA. |
Commitments
Commitments | 9 Months Ended |
Sep. 30, 2017 | |
Commitments | |
Commitments | 9. Commitments In March 2017, the Company and CyDex Pharmaceuticals, Inc. (CyDex) entered into a License Agreement and a Supply Agreement. Under the terms of the License Agreement, CyDex has granted us an exclusive license to use CyDex’s Captisol drug formulation system and related intellectual property in connection with the development and commercialization of ganaxolone in any and all therapeutic uses in humans, with some exceptions. As consideration for this license, we paid an upfront fee which was recorded as research and development expense in the three months ended March 31, 2017, and are required to make additional payments in the future upon achievement of various specified clinical and regulatory milestones. We will also be required to pay royalties to CyDex on sales of ganaxolone, if successfully developed, in the low-to-mid single digits based on levels of annual net sales. Under the terms of the Supply Agreement, we are required to purchase all of our requirements for Captisol with respect to ganaxolone from CyDex, and CyDex is required to supply us with Captisol for such purposes, subject to certain limitations. |
Summary of Significant Accoun15
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The unaudited interim consolidated financial statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Accordingly, they do not include all information and disclosures necessary for a presentation of our financial position, results of operations and cash flows in conformity with generally accepted accounting principles in the United States of America (GAAP) for annual financial statements. In the opinion of management, these unaudited interim consolidated financial statements reflect the elimination of all intercompany accounts and transactions and all adjustments, consisting primarily of normal recurring accruals, necessary for a fair presentation of our financial position and results of operations and cash flows for the periods presented. The results of operations for interim periods are not necessarily indicative of the results for the full year. These unaudited interim consolidated financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2016 and accompanying notes thereto included in our annual report on Form 10-K filed with the SEC on March 13, 2017. |
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 contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from such estimates. |
Research and development costs | Research and development costs Research and development costs are expensed as incurred. Costs for certain development activities, such as clinical trials, are recognized based on an evaluation of the progress to completion of specific tasks using data such as subject enrollment, monitoring visits, clinical site activations, or information provided to us by our vendors with respect to their actual costs incurred. Payments for these activities are based on the terms of the individual arrangements, which may differ from the pattern of costs incurred, and are reflected in the financial statements as prepaid or accrued research and development expense, as the case may be. Research and development costs are net of state research and development tax credits which were sold to a third party for cash in the amount of $0.4 million for the three and nine months ended September 30, 2017. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the Financial Accounting Standard Board (FASB) issued Accounting Standards Update (ASU) 2016-02, Leases , which requires that lease arrangements longer than 12 months result in an entity recognizing an asset and liability. The updated guidance is effective for interim and annual periods beginning after December 15, 2018, and early adoption is permitted. We have not evaluated the impact of the updated guidance on our interim or annual consolidated financial statements . In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows , which amends the guidance in Accounting Standards Codification (ASC) 230 on the classification of certain cash receipts and payments in the statement of cash flows. The primary purpose of the ASU is to reduce the diversity in practice that has resulted from the lack of consistent principles on this topic. The guidance in the ASU is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. We do not expect the adoption of this ASU to have a material effect on our interim or annual consolidated financial statements. In May 2017, the FASB issued ASU 2017-09, Scope of Modification Accounting, which amends the scope of modification accounting for share-based payment arrangements. The ASU provides guidance on the types of changes to the terms or conditions of share-based payment awards to which an entity would be required to apply modification accounting under ASC 718. Specifically, an entity would not apply modification accounting if the fair value, vesting conditions, and classification of the awards are the same immediately before and after the modification. For all entities, the ASU is effective for annual reporting periods, including interim periods within those annual reporting periods, beginning after December 15, 2017, with early adoption permitted. We do not expect the adoption of this ASU to have a material effect on our interim or annual consolidated financial statements. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Measurements | |
Summary of major categories of financial assets and financial liabilities measured at fair value on a recurring basis | The following fair value hierarchy table presents information about each major category of our financial assets and liabilities measured at fair value on a recurring basis (in thousands): Level 1 Level 2 Level 3 Total September 30, 2017 Assets Money market funds (cash equivalents) $ 37,171 $ — $ — $ 37,171 Certificates of deposit 496 — — 496 U.S. Treasury securities — 24,877 — 24,877 Total assets $ 37,667 $ 24,877 $ — $ 62,544 December 31, 2016 Assets Money market funds (cash equivalents) $ 25,629 $ — $ — $ 25,629 Certificates of deposit 3,922 — — 3,922 Total assets $ 29,551 $ — $ — $ 29,551 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Accrued Expenses | |
Schedule of accrued expenses | At September 30, 2017 and December 31, 2016 accrued expenses consisted of the following (in thousands): September 30, December 31, 2017 2016 Payroll and related costs $ 984 $ 880 Clinical trials and drug development 536 681 Professional fees 248 101 Other 28 113 Total accrued expenses $ 1,796 $ 1,775 |
Loss Per Share of Common Stock
Loss Per Share of Common Stock (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Loss Per Share of Common Stock | |
Schedule of antidilutive securities excluded from the computation of diluted weighted average shares outstanding | September 30, 2017 2016 Restricted stock 239,800 196,275 Stock options 2,910,761 2,238,197 3,150,561 2,434,472 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Stock option | |
Schedule of total compensation cost recognized in the statement of operations | Total compensation cost recognized for all stock option awards in the statements of operations is as follows (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Research and development $ 172 $ 265 $ 542 $ 710 General and administrative 381 487 1,336 1,518 Total $ 553 $ 752 $ 1,878 $ 2,228 |
Restricted stock | |
Schedule of total compensation cost recognized in the statement of operations | Total compensation cost recognized for all restricted stock awards in the statements of operations is as follows (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Research and development $ 51 $ 19 $ 100 $ 19 General and administrative 128 29 273 29 Total $ 179 $ 48 $ 373 $ 48 |
Description of the Business a20
Description of the Business and Liquidity (Details) $ in Thousands | 3 Months Ended | |
Sep. 30, 2017USD ($)itemshares | Dec. 31, 2016USD ($) | |
Number of dose forms for modulator | item | 3 | |
Liquidity | ||
Accumulated deficit | $ (139,989) | $ (125,829) |
Secondary public offering | ||
Liquidity | ||
Common stock issued (in shares) | shares | 10,733,334 | |
Proceeds from issuance of common stock, net of issuance costs | $ 37,700 |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2017 | Sep. 30, 2017 | |
Summary of Significant Accounting Policies | ||
Sale of research and development tax credits to third party | $ 0.4 | $ 0.4 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Recurring basis - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Assets | ||
Total assets | $ 62,544 | $ 29,551 |
U.S. Treasury securities | ||
Assets | ||
Investments | 24,877 | |
Money market funds | ||
Assets | ||
Cash and cash equivalents, fair value | 37,171 | 25,629 |
Certificates of deposit | ||
Assets | ||
Investments | 496 | 3,922 |
Level 1 | ||
Assets | ||
Total assets | 37,667 | 29,551 |
Level 1 | Money market funds | ||
Assets | ||
Cash and cash equivalents, fair value | 37,171 | 25,629 |
Level 1 | Certificates of deposit | ||
Assets | ||
Investments | 496 | $ 3,922 |
Level 2 | ||
Assets | ||
Total assets | 24,877 | |
Level 2 | U.S. Treasury securities | ||
Assets | ||
Investments | $ 24,877 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Accrued Expenses | ||
Payroll and related costs | $ 984 | $ 880 |
Clinical trials and drug development | 536 | 681 |
Professional fees | 248 | 101 |
Other | 28 | 113 |
Total accrued expenses | $ 1,796 | $ 1,775 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 7 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jul. 31, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Jul. 31, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2014 | |
Notes Payable | |||||||
Interest Expense | $ 3 | $ 118 | $ 159 | $ 365 | |||
Credit facility | |||||||
Notes Payable | |||||||
Proceeds from the issuance of debt | $ 7,000 | ||||||
Term loans balance paid in full | $ 3,500 | ||||||
Penalty for prepayment | $ 0 | ||||||
Accrued interest rate (as a percent) | 6.50% | 6.50% | |||||
Monthly payments (as a percent) | 4.166% | ||||||
Interest Expense | 3 | 159 | |||||
Accrued interest | $ 0 | $ 0 | |||||
Credit facility | Prime rate | |||||||
Notes Payable | |||||||
Variable interest rate | prime | ||||||
Variable rate basis (as a percent) | 3.25% |
Loss Per Share of Common Stoc25
Loss Per Share of Common Stock (Details) - shares | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Loss per share of common stock | ||
Antidilutive securities excluded from the computation of diluted weighted average shares outstanding (in shares) | 3,150,561 | 2,434,472 |
Restricted stock | ||
Loss per share of common stock | ||
Antidilutive securities excluded from the computation of diluted weighted average shares outstanding (in shares) | 239,800 | 196,275 |
Stock options | ||
Loss per share of common stock | ||
Antidilutive securities excluded from the computation of diluted weighted average shares outstanding (in shares) | 2,910,761 | 2,238,197 |
Investments (Details)
Investments (Details) - U.S. Treasury securities $ in Thousands | Sep. 30, 2017USD ($)security |
Schedule of Available-for-sale Securities [Line Items] | |
Number of securities in an unrealized loss position | security | 5 |
Number of securities in an unrealized loss position for 12 months or greater | security | 0 |
Total amortized cost | $ 24,900 |
Total fair value | 24,900 |
Other-than-temporary impairments | $ 0 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Stock option | ||||
Stock option and incentive plans | ||||
Total compensation cost | $ 553 | $ 752 | $ 1,878 | $ 2,228 |
Stock Options | ||||
Outstanding (in shares) | 2,910,761 | 2,910,761 | ||
Outstanding, weighted-average exercise price (in dollars per share) | $ 4.99 | $ 4.99 | ||
Granted (in shares) | 829,800 | |||
Granted, weighted-average exercise price (in dollars per share) | $ 1.27 | |||
Forfeited (in shares) | 158,083 | |||
Forfeited, weighted-average exercise price (in dollars per share) | $ 7.85 | |||
Stock option | Research and development | ||||
Stock option and incentive plans | ||||
Total compensation cost | $ 172 | 265 | $ 542 | 710 |
Stock option | General and administrative | ||||
Stock option and incentive plans | ||||
Total compensation cost | 381 | 487 | 1,336 | 1,518 |
Restricted stock | ||||
Stock option and incentive plans | ||||
Total compensation cost | $ 179 | 48 | $ 373 | 48 |
Shares | ||||
Outstanding (in shares) | 239,800 | 239,800 | ||
Issued (in shares) | 245,200 | |||
Vested (in shares) | 179,700 | |||
Restricted stock | Minimum | ||||
Stock option and incentive plans | ||||
Vesting period | 1 year | |||
Restricted stock | Maximum | ||||
Stock option and incentive plans | ||||
Vesting period | 3 years | |||
Restricted stock | Research and development | ||||
Stock option and incentive plans | ||||
Total compensation cost | $ 51 | 19 | $ 100 | 19 |
Restricted stock | General and administrative | ||||
Stock option and incentive plans | ||||
Total compensation cost | $ 128 | $ 29 | $ 273 | $ 29 |
2005 Plan | ||||
Stock option and incentive plans | ||||
Common stock reserved for issuance (in shares) | 0 | 0 | ||
2005 Plan | Stock option | ||||
Stock Options | ||||
Outstanding (in shares) | 430,922 | 430,922 | ||
2014 Plan | ||||
Stock option and incentive plans | ||||
Common stock reserved for issuance (in shares) | 1,258,825 | 1,258,825 | ||
2014 Plan | Stock option | ||||
Stock Options | ||||
Outstanding (in shares) | 2,479,839 | 2,479,839 | ||
2014 Plan | Restricted stock | ||||
Shares | ||||
Outstanding (in shares) | 239,800 | 239,800 |
Stockholders' Equity _ Equity D
Stockholders' Equity – Equity Distribution Agreement (Details) - USD ($) $ in Millions | 1 Months Ended | 9 Months Ended | |
Aug. 31, 2015 | Sep. 30, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common stock, shares issued | 40,459,427 | 19,734,351 | |
Equity Distribution Agreement | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Term of Equity Distribution Agreement | 3 years | ||
Value of common stock authorized | $ 35 | $ 19.8 | |
Common stock, shares issued | 9,768,142 | ||
Net proceeds from common stock | $ 14.9 | ||
Equity Distribution Agreement | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Sale of common stock, commission percentage | 3.00% |