Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Nov. 05, 2019 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | MARINUS PHARMACEUTICALS INC | |
Entity Central Index Key | 0001267813 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 53,869,297 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q3 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 37,159 | $ 67,727 |
Short-term investments | 2,730 | 4,998 |
Prepaid expenses and other current assets | 1,252 | 1,215 |
Total current assets | 41,141 | 73,940 |
Property and equipment, net | 2,337 | 1,294 |
Other assets | 2,322 | |
Total assets | 45,800 | 75,234 |
Current liabilities: | ||
Accounts payable | 3,561 | 2,472 |
Accrued expenses | 5,010 | 4,437 |
Total current liabilities | 8,571 | 6,909 |
Other long-term liabilities | 3,158 | |
Total liabilities | 11,729 | 6,909 |
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, 52,608,064 issued and 52,578,833 outstanding at September 30, 2019 and 52,548,244 issued and 52,519,013 outstanding at December 31, 2018 | 53 | 53 |
Additional paid-in capital | 254,182 | 249,727 |
Treasury stock at cost, 29,231 shares at September 30, 2019 and December 31, 2018 | ||
Accumulated other comprehensive income (loss) | 1 | (2) |
Accumulated deficit | (220,165) | (181,453) |
Total stockholders’ equity | 34,071 | 68,325 |
Total liabilities and stockholders’ equity | $ 45,800 | $ 75,234 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2019 | Dec. 31, 2018 |
CONSOLIDATED 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 | 52,608,064 | 52,548,244 |
Common stock, shares outstanding | 52,578,833 | 52,519,013 |
Treasury stock, shares | 29,231 | 29,231 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Expenses: | ||||
Research and development | $ 11,572 | $ 9,148 | $ 30,454 | $ 20,307 |
General and administrative | 2,327 | 2,073 | 8,496 | 6,599 |
Loss from operations | (13,899) | (11,221) | (38,950) | (26,906) |
Interest income | 93 | 111 | 280 | 292 |
Other expense | (42) | |||
Net loss | $ (13,806) | $ (11,110) | $ (38,712) | $ (26,614) |
Per share information: | ||||
Net loss per share of common stock-basic and diluted (in dollars per share) | $ (0.26) | $ (0.27) | $ (0.74) | $ (0.66) |
Basic and diluted weighted average shares outstanding (in shares) | 52,543,539 | 40,407,146 | 52,510,610 | 40,392,084 |
Net loss | $ (13,806) | $ (11,110) | $ (38,712) | $ (26,614) |
Other comprehensive income (loss): | ||||
Unrealized gain on available-for-sale securities | 1 | 42 | 1 | 68 |
Total comprehensive loss | $ (13,805) | $ (11,068) | $ (38,711) | $ (26,546) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Cash flows from operating activities | ||
Net loss | $ (38,712) | $ (26,614) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 195 | 94 |
Stock-based compensation expense | 4,438 | 3,645 |
Loss on disposal of fixed assets | 42 | |
Noncash lease expense | 166 | |
Noncash lease liability | (232) | |
Amortization of discount on investments | (5) | (74) |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (98) | (210) |
Accounts payable and accrued expenses | 1,822 | 4,475 |
Net cash used in operating activities | (32,384) | (18,684) |
Cash flows from investing activities | ||
Maturities of short-term investments | 5,000 | 5,000 |
Purchases of short-term investments | (2,725) | |
Purchases of property and equipment | (358) | (6) |
Net cash provided by investing activities | 1,917 | 4,994 |
Cash flows from financing activities | ||
Proceeds from exercise of stock options | 97 | 14 |
Financing costs | (198) | |
Repayments of short-term bank borrowings | (193) | |
Net cash used in financing activities | (101) | (179) |
Net decrease in cash and cash equivalents | (30,568) | (13,869) |
Cash and cash equivalents—beginning of period | 67,727 | 33,531 |
Cash and cash equivalents—end of period | 37,159 | 19,662 |
Supplemental disclosure of cash flow information | ||
Property and equipment in accounts payable | 22 | $ 31 |
Operating lease liability | 3,357 | |
Operating right-of-use asset | $ 2,458 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) | Common Stock | Additional Paid-in Capital | Treasury Stock | Accumulated Other Comprehensive Loss | Accumulated Deficit | Total |
Balance at Dec. 31, 2017 | $ 41,000 | $ 202,790,000 | $ 29,231 | $ (96,000) | $ (144,727,000) | $ 58,008,000 |
Balance (in shares) at Dec. 31, 2017 | 40,549,936 | |||||
Increase (Decrease) in Stockholders' Equity (Deficit) | ||||||
Stock-based compensation expense | 1,127,000 | 1,127,000 | ||||
Unrealized gain (loss) on investments | (11,000) | (11,000) | ||||
Net loss | (5,999,000) | (5,999,000) | ||||
Balance at Mar. 31, 2018 | $ 41,000 | 203,917,000 | 29,231 | (107,000) | (150,726,000) | 53,125,000 |
Balance (in shares) at Mar. 31, 2018 | 40,549,936 | |||||
Balance at Dec. 31, 2017 | $ 41,000 | 202,790,000 | 29,231 | (96,000) | (144,727,000) | 58,008,000 |
Balance (in shares) at Dec. 31, 2017 | 40,549,936 | |||||
Increase (Decrease) in Stockholders' Equity (Deficit) | ||||||
Net loss | (26,614,000) | |||||
Balance at Sep. 30, 2018 | $ 41,000 | 206,450,000 | 29,231 | (28,000) | (171,341,000) | 35,122,000 |
Balance (in shares) at Sep. 30, 2018 | 40,554,244 | |||||
Balance at Mar. 31, 2018 | $ 41,000 | 203,917,000 | 29,231 | (107,000) | (150,726,000) | 53,125,000 |
Balance (in shares) at Mar. 31, 2018 | 40,549,936 | |||||
Increase (Decrease) in Stockholders' Equity (Deficit) | ||||||
Stock-based compensation expense | 1,348,000 | 1,348,000 | ||||
Exercise of stock options | 14,000 | 14,000 | ||||
Exercise of stock options (in shares) | 12,308 | |||||
Unrealized gain (loss) on investments | 38,000 | 38,000 | ||||
Net loss | (9,505,000) | (9,505,000) | ||||
Balance at Jun. 30, 2018 | $ 41,000 | 205,279,000 | 29,231 | (69,000) | (160,231,000) | 45,020,000 |
Balance (in shares) at Jun. 30, 2018 | 40,562,244 | |||||
Increase (Decrease) in Stockholders' Equity (Deficit) | ||||||
Stock-based compensation expense | 1,171,000 | 1,171,000 | ||||
Forfeiture of restricted stock (in shares) | (8,000) | |||||
Unrealized gain (loss) on investments | 41,000 | 41,000 | ||||
Net loss | (11,110,000) | (11,110,000) | ||||
Balance at Sep. 30, 2018 | $ 41,000 | 206,450,000 | 29,231 | (28,000) | (171,341,000) | 35,122,000 |
Balance (in shares) at Sep. 30, 2018 | 40,554,244 | |||||
Balance at Dec. 31, 2018 | $ 53,000 | 249,727,000 | 29,231 | (2,000) | (181,453,000) | 68,325,000 |
Balance (in shares) at Dec. 31, 2018 | 52,548,244 | |||||
Increase (Decrease) in Stockholders' Equity (Deficit) | ||||||
Stock-based compensation expense | 1,836,000 | 1,836,000 | ||||
Exercise of stock options | 65,000 | 65,000 | ||||
Exercise of stock options (in shares) | 55,812 | |||||
Forfeiture of restricted stock (in shares) | (20,200) | |||||
Unrealized gain (loss) on investments | 2,000 | 2,000 | ||||
Net loss | (12,483,000) | (12,483,000) | ||||
Balance at Mar. 31, 2019 | $ 53,000 | 251,628,000 | 29,231 | (193,936,000) | 57,745,000 | |
Balance (in shares) at Mar. 31, 2019 | 52,583,856 | |||||
Balance at Dec. 31, 2018 | $ 53,000 | 249,727,000 | 29,231 | (2,000) | (181,453,000) | 68,325,000 |
Balance (in shares) at Dec. 31, 2018 | 52,548,244 | |||||
Increase (Decrease) in Stockholders' Equity (Deficit) | ||||||
Net loss | (38,712,000) | |||||
Balance at Sep. 30, 2019 | $ 53,000 | 254,182,000 | 29,231 | 1,000 | (220,165,000) | 34,071,000 |
Balance (in shares) at Sep. 30, 2019 | 52,608,064 | |||||
Balance at Mar. 31, 2019 | $ 53,000 | 251,628,000 | 29,231 | (193,936,000) | 57,745,000 | |
Balance (in shares) at Mar. 31, 2019 | 52,583,856 | |||||
Increase (Decrease) in Stockholders' Equity (Deficit) | ||||||
Stock-based compensation expense | 1,263,000 | 1,263,000 | ||||
Net loss | (12,423,000) | (12,423,000) | ||||
Balance at Jun. 30, 2019 | $ 53,000 | 252,891,000 | 29,231 | (206,359,000) | 46,585,000 | |
Balance (in shares) at Jun. 30, 2019 | 52,583,856 | |||||
Increase (Decrease) in Stockholders' Equity (Deficit) | ||||||
Stock-based compensation expense | 1,339,000 | 1,339,000 | ||||
Exercise of stock options | 32,000 | 32,000 | ||||
Exercise of stock options (in shares) | 24,208 | |||||
Financing costs under equity distribution agreement | (80,000) | (80,000) | ||||
Unrealized gain (loss) on investments | 1,000 | 1,000 | ||||
Net loss | (13,806,000) | (13,806,000) | ||||
Balance at Sep. 30, 2019 | $ 53,000 | $ 254,182,000 | $ 29,231 | $ 1,000 | $ (220,165,000) | $ 34,071,000 |
Balance (in shares) at Sep. 30, 2019 | 52,608,064 |
Description of the Business and
Description of the Business and Liquidity | 9 Months Ended |
Sep. 30, 2019 | |
Description of the Business and Liquidity | |
Description of the Business and Liquidity | 1. Description of the Business and Liquidity We are a clinical stage pharmaceutical 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 GABA A being developed in two different routes of administration: intravenous (IV) and oral formulation. The multiple dose forms are intended to maximize the therapeutic range of ganaxolone for adult and pediatric patient populations, in acute and chronic care, and both in-patient and self-administered settings. Ganaxolone exhibits anti-seizure, anti-depression and anti-anxiety actions via its effects on synaptic and extrasynaptic GABA A receptors. Liquidity The interim consolidated financial statements have been prepared assuming the Company will continue as a going concern. We have not generated any product revenues and have incurred operating losses since inception, including losses of $13.8 million and $38.7 million for the three and nine months ended September 30, 2019, respectively. 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. We have not generated positive cash flows from operations and have used $32.4 million for operating activities in the nine months ended September 30, 2019. 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. Our accumulated deficit as of September 30, 2019 was $220.2 million and we expect to incur substantial losses in future periods. Based on the our cash, cash equivalents and investment balances of $39.9 million as of September 30, 2019, we believe the Company will be able to finance its capital requirements and operations into the third quarter of 2020. These factors raise substantial doubt about the Company’s ability to continue as a going concern . The interim consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The interim consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty. We plan to finance our future operations with a combination of proceeds from the issuance of equity securities, the issuance of debt, potential collaborations and revenues from potential future product sales, if any. There can be no assurance that any of these future-funding efforts will be successful. Financing may not be available in amounts or on terms acceptable to the Company, or at all. If we are unable to obtain required financing, we may be required to delay, scale-back or eliminate certain of our planned clinical and product development activities and certain other aspects of our operations and our business, which could materially and adversely affect our financial condition and operating results. In October 2017, 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 $50 million worth of shares of our common stock. The EDA will terminate upon the earliest of: (1) the sale of all shares subject to the EDA, (2) October 31, 2020 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. In October 2019, we sold 1,290,464 shares of our common stock pursuant to the EDA, generating net proceeds of $1.7 million, and $48.2 million is still available for use. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2019 | |
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 consolidated financial statements for the year ended December 31, 2018 and accompanying notes thereto included in our annual report on Form 10-K filed with the SEC on March 12, 2019. 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. Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (FASB) established Topic 842, Leases , by issuing Accounting Standards Update (ASU) No. 2016-02, which requires lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. Topic 842 was subsequently amended by ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842 ; ASU No. 2018-10, Codification Improvements to Topic 842, Leases ; and ASU No. 2018-11, Targeted Improvements . The new standard establishes a right-of-use model that requires a lessee to recognize a right-of-use (ROU) asset and lease liability on the balance sheet for all leases with a term longer than 12 months , and l eases are classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. We adopted ASU 2016-02 in the first quarter of 2019 utilizing the modified retrospective transition method on the effective date. Consequently, financial information has not been updated and the disclosures required under the new standard have not been provided for dates and periods before January 1, 2019. Upon adoption, we elected the ‘package of practical expedients,’ which permitted us not to reassess under the new standard our prior conclusions about lease identification, lease classification and initial direct costs. We did not elect the use-of-hindsight practical expedient nor the practical expedient pertaining to land easements, the latter not being applicable to us . The adoption of ASU 2016-02 on January 1, 2019 resulted in the recognition of right-of-use assets of $2.5 million and lease liabilities for operating leases of $3.4 million on our interim consolidated balance sheets, with no material impact to our interim consolidated statements of operations, cash flows or stockholders’ equity. The operating lease liabilities were determined based on the present value of the remaining minimum retal payments and the operating lease asset was determined based on the value of the lease liability, adjusted for the lease incentive of $0.9 million. See Note 8 for further information regarding the impact of the adoption of ASU 2016-02 on our interim consolidated financial statements. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2019 | |
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. If the inputs used to measure fair value fall within different levels of the hierarchy, the category level is based on the lowest priority level input that is significant to the fair value measurement of the instrument. Valuation Techniques - Level 2 Inputs We estimate the fair values of our 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. We obtain a single price for each financial instrument and do not adjust the prices obtained from the pricing service. We validate the prices provided by our 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 our validation procedures, we did not adjust or override any fair value measurements provided by our third-party pricing services as of September 30, 2019. 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, 2019 Assets Money market funds (cash equivalents) $ 8,691 $ — $ — $ 8,691 Certificates of deposit (cash equivalents) 496 — — 496 Certificates of deposit 1,233 — — 1,233 U.S. Treasury securities — 1,497 — 1,497 Total assets $ 10,420 $ 1,497 $ — $ 11,917 December 31, 2018 Assets Money market funds (cash equivalents) $ 14,049 $ — $ — $ 14,049 U.S. Treasury securities — 4,998 — 4,998 Total assets $ 14,049 $ 4,998 $ — $ 19,047 |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Sep. 30, 2019 | |
Accrued Expenses | |
Accrued Expenses | 4. Accrued Expenses Accrued expenses consisted of the following (in thousands): September 30, December 31, 2019 2018 Payroll and related costs $ 1,746 $ 1,364 Clinical trials and drug development 2,422 2,781 Professional fees 379 204 Short-term lease liabilities 430 — Other 33 88 Total accrued expenses $ 5,010 $ 4,437 |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2019 | |
Property and Equipment | |
Property and Equipment | 5. Property and Equipment Property and equipment consisted of the following (in thousands): September 30, December 31, 2019 2018 Laboratory equipment $ 1,771 $ 1,756 Leasehold improvements 899 — Office furniture and equipment 398 148 Total property and equipment 3,069 1,904 Less: accumulated depreciation (732) (610) Total property and equipment, net $ 2,337 $ 1,294 |
Loss Per Share of Common Stock
Loss Per Share of Common Stock | 9 Months Ended |
Sep. 30, 2019 | |
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 7, and summarized in the table below: September 30, 2019 2018 Restricted stock 32,400 117,867 Stock options 8,431,488 4,832,109 8,463,888 4,949,976 |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2019 | |
Stockholders' Equity | |
Stockholders' Equity | 7. 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, 2019, 330,450 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. In 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, 2019, 7,435,038 options to purchase shares of common stock and 32,400 shares of restricted stock were outstanding pursuant to grants in connection with the 2014 Plan, and 349,753 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 8,431,488 stock options outstanding as of September 30, 2019 at a weighted-average exercise price of $4.13 per share. During the three and nine months ended September 30, 2019, 4,082,000 options were granted to employees and directors at a weighted-average exercise price of $2.45 per share. Of the options granted, 3,672,000 options were granted pursuant to the 2014 Plan and 410,000 were granted outside of the 2014 Plan as inducements for new employees. 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, 2019 2018 2019 2018 Research and development $ 689 $ 458 $ 1,949 $ 1,274 General and administrative 640 695 2,459 2,302 Total $ 1,329 $ 1,153 $ 4,408 $ 3,576 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. We did not issue any restricted shares of common stock during the nine months ended September 30, 2019 or 2018. As of September 30, 2019 there were 32,400 restricted shares of common stock outstanding, and 52,600 shares vested during the nine months ended September 30, 2019. 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, 2019 2018 2019 2018 Research and development $ 5 $ 7 $ 15 $ 18 General and administrative 5 11 15 51 Total $ 10 $ 18 $ 30 $ 69 |
Leases
Leases | 9 Months Ended |
Sep. 30, 2019 | |
Leases | |
Leases | 8. Leases We have entered into operating leases for real estate. These leases have terms which range from 36 to 78 months, and include renewal terms which can extend the lease terms by 24 to 60 months, which are included in the lease term when it is reasonably certain that we will exercise the option. As of September 30, 2019, our operating leases had a weighted average remaining lease term of 71 months. These ROU assets are included in "Other assets" on our interim consolidated balance sheet as of September 30, 2019, and represent our right to use the underlying asset for the lease term. Our obligations to make lease payments are included in "Accrued expenses" and "Other long-term liabilities" on our interim consolidated balance sheet as of September 30, 2019. The ROU assets are initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred, less any lease incentives received. The ROU assets are subsequently measured throughout the lease term at the carrying amount of the lease liability, plus initial direct costs, plus (minus) any prepaid (accrued) lease payments, less the unamortized balance of lease incentives received. Our ROU assets as of January 1, 2019 have been adjusted for $0.9 million in lease incentives. Based on the present value of the lease payments for the remaining lease term of our existing leases, we initially recognized ROU assets of $2.5 million and lease liabilities for operating leases of $3.4 million during the first quarter of 2019. Operating lease right-of-use assets and liabilities commencing after January 1, 2019 are recognized at commencement date based on the present value of lease payments over the lease term. As of September 30, 2019, ROU assets and operating lease liabilities were $2.3 million and $3.6 million, respectively. We have entered into various short-term operating leases, primarily for clinical study equipment, with an initial term of twelve months or less. These leases are not recorded on our interim consolidated balance sheets. All operating lease expense is recognized on a straight-line basis over the lease term. During the three and nine months ended September 30, 2019, we recognized $0.2 million and $0.5 million in total lease costs, respectively, which included less than $0.1 million in short-term lease costs related to short-term operating leases in both periods. Because the rate implicit in each lease is not readily determinable, we use our incremental borrowing rate to determine the present value of the lease payments. The weighted average incremental borrowing rate used to determine the initial value of right-of-use assets and lease liabilities was 11.0%, derived from a corporate yield curve based on a synthetic credit rating model using a market signal analysis. We have certain contracts for real estate which may contain lease and non-lease components which we have elected to treat as a single lease component. ROU assets for operating leases are periodically reduced by impairment losses. We use the long-lived assets impairment guidance in ASC Subtopic 360-10, Property, Plant, and Equipment – Overall, to determine whether an ROU asset is impaired, and if so, the amount of the impairment loss to recognize. As of September 30, 2019, we have not recognized any impairment losses for our ROU assets. We monitor for events or changes in circumstances that require a reassessment of one of our leases. When a reassessment results in the remeasurement of a lease liability, a corresponding adjustment is made to the carrying amount of the corresponding ROU asset unless doing so would reduce the carrying amount of the ROU asset to an amount less than zero. In that case, the amount of the adjustment that would result in a negative ROU asset balance is recorded in profit or loss. Maturities of operating lease liabilities as of September 30, 2019 were as follows (in thousands): Remaining three months of 2019 $ 199 2020 807 2021 818 2022 807 2023 823 Thereafter 1,482 4,936 Less: imputed interest (1,348) Total lease liabilities $ 3,588 Current operating lease liabilities $ 430 Non-current operating lease liabilities 3,158 Total lease liabilities $ 3,588 |
Commitments
Commitments | 9 Months Ended |
Sep. 30, 2019 | |
Commitments | |
Commitments | 9. Commitments Severance Arrangements In March 2019, we entered into a Severance Agreement and General Release (Severance Agreement) with Christopher M. Cashman (Cashman), our former Chief Executive Officer. In connection with this Severance Agreement, we agreed to pay certain severance benefits for one year to Cashman, including salary and benefits continuation and a prorated bonus totaling $0.6 million. As of September 30, 2019, $0.3 million in severance benefits remained unpaid. In addition, certain of Cashman’s outstanding stock option agreements were modified to accelerate vesting and extend the exercise period, resulting in additional compensation cost of $0.4 million. In October 2019, Lorianne Masuoka, our former Chief Medical Officer, announced her retirement from the Company. In accordance with the terms of her employment agreement, we will provide a total of $0.3 million in salary and benefits continuation for a period of nine months beginning November 1, 2019. As of September 30, 2019, none of these benefits were accrued or paid. Employment Agreements In August 2019, we entered into an into an amended and restated employment agreement with Scott Braunstein, M.D., Chief Executive Officer (the “Employment Agreement”). Under the Employment Agreement, Dr. Braunstein will be paid an annual base salary of $537,500 and will be eligible to receive a bonus of up to 50% of his base salary, as determined by the Board in its discretion, prorated for 2019. In October 2019, we entered into an into an Employment Agreement with Joe Hulihan, M.D., Chief Medical Officer. Under his Employment Agreement, Dr. Hulihan will be paid an annual base salary of $375,000 and will be eligible to receive a bonus of up to 35% of his base salary, as determined by the Board in its discretion, prorated for 2019. |
Investments
Investments | 9 Months Ended |
Sep. 30, 2019 | |
Investments | |
Investments | 10. Investments As of September 30, 2019, our investments consisted of U.S. Treasury securities, maturing at various dates through December 2019, and certificates of deposit with various financial institutions maturing at various dates through March 2020. U.S. Treasury securities are classified as short-term investments on our interim consolidated balance sheets and certificates of deposit are classified as short-term investments or cash equivalents on our interim 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. Total amortized cost and fair value of our available-for-sale securities were each $1.5 million as of September 30, 2019. 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, 2019. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
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 consolidated financial statements for the year ended December 31, 2018 and accompanying notes thereto included in our annual report on Form 10-K filed with the SEC on March 12, 2019. |
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. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (FASB) established Topic 842, Leases , by issuing Accounting Standards Update (ASU) No. 2016-02, which requires lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. Topic 842 was subsequently amended by ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842 ; ASU No. 2018-10, Codification Improvements to Topic 842, Leases ; and ASU No. 2018-11, Targeted Improvements . The new standard establishes a right-of-use model that requires a lessee to recognize a right-of-use (ROU) asset and lease liability on the balance sheet for all leases with a term longer than 12 months , and l eases are classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. We adopted ASU 2016-02 in the first quarter of 2019 utilizing the modified retrospective transition method on the effective date. Consequently, financial information has not been updated and the disclosures required under the new standard have not been provided for dates and periods before January 1, 2019. Upon adoption, we elected the ‘package of practical expedients,’ which permitted us not to reassess under the new standard our prior conclusions about lease identification, lease classification and initial direct costs. We did not elect the use-of-hindsight practical expedient nor the practical expedient pertaining to land easements, the latter not being applicable to us . The adoption of ASU 2016-02 on January 1, 2019 resulted in the recognition of right-of-use assets of $2.5 million and lease liabilities for operating leases of $3.4 million on our interim consolidated balance sheets, with no material impact to our interim consolidated statements of operations, cash flows or stockholders’ equity. The operating lease liabilities were determined based on the present value of the remaining minimum retal payments and the operating lease asset was determined based on the value of the lease liability, adjusted for the lease incentive of $0.9 million. See Note 8 for further information regarding the impact of the adoption of ASU 2016-02 on our interim consolidated financial statements. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Measurements | |
Summary of major categories of financial assets and 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, 2019 Assets Money market funds (cash equivalents) $ 8,691 $ — $ — $ 8,691 Certificates of deposit (cash equivalents) 496 — — 496 Certificates of deposit 1,233 — — 1,233 U.S. Treasury securities — 1,497 — 1,497 Total assets $ 10,420 $ 1,497 $ — $ 11,917 December 31, 2018 Assets Money market funds (cash equivalents) $ 14,049 $ — $ — $ 14,049 U.S. Treasury securities — 4,998 — 4,998 Total assets $ 14,049 $ 4,998 $ — $ 19,047 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Accrued Expenses | |
Schedule of accrued expenses | Accrued expenses consisted of the following (in thousands): September 30, December 31, 2019 2018 Payroll and related costs $ 1,746 $ 1,364 Clinical trials and drug development 2,422 2,781 Professional fees 379 204 Short-term lease liabilities 430 — Other 33 88 Total accrued expenses $ 5,010 $ 4,437 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Property and Equipment | |
Schedule of property and equipment | Property and equipment consisted of the following (in thousands): September 30, December 31, 2019 2018 Laboratory equipment $ 1,771 $ 1,756 Leasehold improvements 899 — Office furniture and equipment 398 148 Total property and equipment 3,069 1,904 Less: accumulated depreciation (732) (610) Total property and equipment, net $ 2,337 $ 1,294 |
Loss Per Share of Common Stock
Loss Per Share of Common Stock (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Loss Per Share of Common Stock | |
Schedule of antidilutive securities excluded from the computation of diluted weighted average shares outstanding | September 30, 2019 2018 Restricted stock 32,400 117,867 Stock options 8,431,488 4,832,109 8,463,888 4,949,976 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Stock options | |
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, 2019 2018 2019 2018 Research and development $ 689 $ 458 $ 1,949 $ 1,274 General and administrative 640 695 2,459 2,302 Total $ 1,329 $ 1,153 $ 4,408 $ 3,576 |
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, 2019 2018 2019 2018 Research and development $ 5 $ 7 $ 15 $ 18 General and administrative 5 11 15 51 Total $ 10 $ 18 $ 30 $ 69 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Leases | |
Schedule of maturities of operating lease liabilities | Remaining three months of 2019 $ 199 2020 807 2021 818 2022 807 2023 823 Thereafter 1,482 4,936 Less: imputed interest (1,348) Total lease liabilities $ 3,588 Current operating lease liabilities $ 430 Non-current operating lease liabilities 3,158 Total lease liabilities $ 3,588 |
Description of the Business a_2
Description of the Business and Liquidity (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||
Oct. 31, 2019USD ($)shares | Oct. 31, 2017USD ($) | Sep. 30, 2019USD ($)item | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Sep. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Sep. 30, 2019USD ($)item | Sep. 30, 2018USD ($) | Dec. 31, 2018USD ($) | |
Schedule of Capitalization, Equity [Line Items] | ||||||||||
Number of dose forms for modulator | item | 2 | 2 | ||||||||
Liquidity | ||||||||||
Losses | $ 13,806 | $ 12,423 | $ 12,483 | $ 11,110 | $ 5,999 | $ 38,712 | $ 26,614 | |||
Cash used for operating activities | 32,384 | $ 18,684 | ||||||||
Accumulated deficit | 220,165 | 220,165 | $ 181,453 | |||||||
Cash, cash equivalents and investment balances | $ 39,900 | $ 39,900 | ||||||||
2017 Equity Distribution Agreement | ||||||||||
Liquidity | ||||||||||
Term of Equity Distribution Agreement | 3 years | |||||||||
Value of common stock authorized under EDA | $ 50,000 | |||||||||
Number of common stock shares sold (in shares) | shares | 1,290,464 | |||||||||
Proceeds from sale of common stock, net | $ 1,700 | |||||||||
Remaining value of common stock shares available under EDA | $ 48,200 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Jan. 01, 2019 |
Summary of Significant Accounting Policies | ||
Right-of-use assets | $ 2,300 | $ 2,500 |
Operating lease liabilities | $ 3,588 | 3,400 |
ROU adjustment for lease incentives | $ 900 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Recent Accounting Pronouncements (Details) - Accounting Standards Update 2016-02 | Jan. 01, 2019 |
Summary of Significant Accounting Policies | |
Lease, Practical Expedient, Use of Hindsight | false |
Lease, Practical Expedient, Land Easement | false |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Recurring basis - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Assets | ||
Total assets | $ 11,917 | $ 19,047 |
U.S. Treasury securities | ||
Assets | ||
Investments | 1,497 | 4,998 |
Money market funds | ||
Assets | ||
Cash and cash equivalents, fair value | 8,691 | 14,049 |
Certificates of deposit | ||
Assets | ||
Cash and cash equivalents, fair value | 496 | |
Investments | 1,233 | |
Level 1 | ||
Assets | ||
Total assets | 10,420 | 14,049 |
Level 1 | Money market funds | ||
Assets | ||
Cash and cash equivalents, fair value | 8,691 | 14,049 |
Level 1 | Certificates of deposit | ||
Assets | ||
Cash and cash equivalents, fair value | 496 | |
Investments | 1,233 | |
Level 2 | ||
Assets | ||
Total assets | 1,497 | 4,998 |
Level 2 | U.S. Treasury securities | ||
Assets | ||
Investments | $ 1,497 | $ 4,998 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Accrued Expenses | ||
Payroll and related costs | $ 1,746 | $ 1,364 |
Clinical studies and drug development | 2,422 | 2,781 |
Professional fees | 379 | 204 |
Short-term lease liabilities | 430 | |
Other | 33 | 88 |
Total accrued expenses | $ 5,010 | $ 4,437 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Property and equipment | ||
Property and equipment, gross | $ 3,069 | $ 1,904 |
Less: accumulated depreciation | (732) | (610) |
Property and equipment | 2,337 | 1,294 |
Laboratory equipment | ||
Property and equipment | ||
Property and equipment, gross | 1,771 | 1,756 |
Leasehold improvements | ||
Property and equipment | ||
Property and equipment, gross | 899 | |
Office furniture and equipment | ||
Property and equipment | ||
Property and equipment, gross | $ 398 | $ 148 |
Loss Per Share of Common Stoc_2
Loss Per Share of Common Stock (Details) - shares | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Loss per share of common stock | ||
Antidilutive securities excluded from the computation of diluted weighted average shares outstanding (in shares) | 8,463,888 | 4,949,976 |
Restricted stock | ||
Loss per share of common stock | ||
Antidilutive securities excluded from the computation of diluted weighted average shares outstanding (in shares) | 32,400 | 117,867 |
Stock options. | ||
Loss per share of common stock | ||
Antidilutive securities excluded from the computation of diluted weighted average shares outstanding (in shares) | 8,431,488 | 4,832,109 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Stock options | ||||
Stock option and incentive plans | ||||
Total compensation cost | $ 1,329 | $ 1,153 | $ 4,408 | $ 3,576 |
Stock Options | ||||
Outstanding (in shares) | 8,431,488 | 8,431,488 | ||
Outstanding, weighted-average exercise price (in dollars per share) | $ 4.13 | $ 4.13 | ||
Granted (in shares) | 4,082,000 | 4,082,000 | ||
Granted (in dollars per share) | $ 2.45 | $ 2.45 | ||
Stock options | Research and development | ||||
Stock option and incentive plans | ||||
Total compensation cost | $ 689 | 458 | $ 1,949 | 1,274 |
Stock options | General and administrative | ||||
Stock option and incentive plans | ||||
Total compensation cost | 640 | 695 | 2,459 | 2,302 |
Restricted stock | ||||
Stock option and incentive plans | ||||
Total compensation cost | $ 10 | 18 | $ 30 | 69 |
Shares | ||||
Outstanding (in shares) | 32,400 | 32,400 | ||
Issued (in shares) | 0 | |||
Vested (in shares) | 52,600 | |||
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 | $ 5 | 7 | $ 15 | 18 |
Restricted stock | General and administrative | ||||
Stock option and incentive plans | ||||
Total compensation cost | $ 5 | $ 11 | $ 15 | $ 51 |
2005 Plan | ||||
Stock option and incentive plans | ||||
Common stock reserved for issuance (in shares) | 0 | 0 | ||
2005 Plan | Stock options | ||||
Stock Options | ||||
Outstanding (in shares) | 330,450 | 330,450 | ||
2014 Plan | ||||
Stock option and incentive plans | ||||
Common stock reserved for issuance (in shares) | 349,753 | 349,753 | ||
2014 Plan | Stock options | ||||
Stock Options | ||||
Outstanding (in shares) | 7,435,038 | 7,435,038 | ||
Granted (in shares) | 3,672,000 | |||
2014 Plan | Restricted stock | ||||
Shares | ||||
Outstanding (in shares) | 32,400 | 32,400 | ||
Equity Incentive Plan, Employee Inducments | Stock options | ||||
Stock Options | ||||
Granted (in shares) | 410,000 |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2019 | Jan. 01, 2019 | |
Leases | |||
Weighted average remaining lease term | 71 months | 71 months | |
ROU adjustment for lease incentives | $ 900 | ||
Right-of-use assets | $ 2,300 | $ 2,300 | 2,500 |
Operating lease liabilities | 3,588 | 3,588 | 3,400 |
Total lease costs | $ 200 | $ 500 | |
Weighted-average incremental borrowing rate used to determine right-of-use assets and lease liabilities | 11.00% | 11.00% | |
Maturities of operating lease liabilities | |||
Remaining three months of 2019 | $ 199 | $ 199 | |
2020 | 807 | 807 | |
2021 | 818 | 818 | |
2022 | 807 | 807 | |
2023 | 823 | 823 | |
Thereafter | 1,482 | 1,482 | |
Total lease payments | 4,936 | 4,936 | |
Less: imputed interest | (1,348) | (1,348) | |
Total lease liabilities | 3,588 | 3,588 | $ 3,400 |
Current operating lease liabilities | 430 | 430 | |
Non-current operating lease liabilities | $ 3,158 | $ 3,158 | |
Minimum | |||
Leases | |||
Operating lease agreement term | 36 months | 36 months | |
Operating lease renewal term | 24 months | 24 months | |
Maximum | |||
Leases | |||
Operating lease agreement term | 78 months | 78 months | |
Operating lease renewal term | 60 months | 60 months | |
Short-term operating lease costs | $ 100 | $ 100 |
Commitments (Details)
Commitments (Details) - USD ($) | 1 Months Ended | |||
Mar. 31, 2019 | Oct. 31, 2019 | Sep. 30, 2019 | Aug. 31, 2019 | |
Severance Arrangements, Chief Executive Officer | ||||
Commitments | ||||
Salary and benefits continuation, commitment | $ 600,000 | |||
Unpaid benefits | $ 300,000 | |||
Accelerated vesting of stock option agreements | $ 400,000 | |||
Severance Arrangements, Chief Medical Officer | ||||
Commitments | ||||
Salary and benefits continuation, commitment | $ 300,000 | |||
Unpaid benefits | $ 0 | |||
Employment Agreement, Chief Executive Officer [Member] | ||||
Commitments | ||||
Base salary | $ 537,500 | |||
Bonus, expressed as a percentage base salary | 50.00% | |||
Employment Agreement, Chief Medical Officer | ||||
Commitments | ||||
Base salary | $ 375,000 | |||
Bonus, expressed as a percentage base salary | 35.00% |
Investments (Details)
Investments (Details) $ in Millions | Sep. 30, 2019USD ($) |
Investments | |
Total amortized cost | $ 1.5 |
Total fair value | $ 1.5 |