Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | Apr. 30, 2017 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Ocera Therapeutics, Inc. | |
Entity Central Index Key | 1,274,644 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 26,510,051 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 25,180 | $ 24,611 |
Short-term marketable securities | 0 | 3,749 |
Prepaid expenses and other current assets | 745 | 584 |
Total current assets | 25,925 | 28,944 |
Property and equipment, net | 54 | 64 |
Deposits | 20 | 36 |
Goodwill | 595 | 595 |
Total assets | 26,594 | 29,639 |
Current liabilities: | ||
Accounts payable | 1,228 | 1,215 |
Accrued liabilities | 2,694 | 2,839 |
Notes payable, short-term (Note 5) | 9,148 | 9,703 |
Total current liabilities | 13,070 | 13,757 |
Other liabilities | 0 | 145 |
Total liabilities | 13,070 | 13,902 |
Commitments and contingencies (Note 9) | ||
Stockholders' equity: | ||
Preferred stock, $0.00001 par value, 5,000,000 shares authorized and no shares issued or outstanding. | 0 | 0 |
Common stock, $0.00001 par value, 100,000,000 shares authorized, 25,962,848 issued and outstanding at March 31, 2017 and 23,600,242 shares issued and outstanding at December 31, 2016. | 0 | 0 |
Additional paid-in capital | 178,535 | 174,065 |
Accumulated deficit | (165,011) | (158,328) |
Total stockholders' equity | 13,524 | 15,737 |
Total liabilities and stockholders' equity | $ 26,594 | $ 29,639 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in usd per share) | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in usd per share) | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 25,962,848 | 23,600,242 |
Common stock, shares, outstanding (in shares) | 25,962,848 | 23,600,242 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Statement [Abstract] | ||
Royalty revenue | $ 0 | $ 33 |
Operating expenses: | ||
Research and development | 3,904 | 4,747 |
General and administrative | 2,524 | 2,554 |
Total operating expenses | 6,428 | 7,301 |
Other income (expense): | ||
Interest and other income | 27 | 33 |
Interest and other expense | (282) | (279) |
Other expense, net | (255) | (246) |
Net loss | $ (6,683) | $ (7,514) |
Net loss per share: | ||
Net loss per share, basic and diluted (in usd per share) | $ (0.28) | $ (0.36) |
Weighted average number of shares used to compute net loss per share of common stock, basic and diluted (in shares) | 24,037,387 | 20,943,966 |
Net loss | $ (6,683) | $ (7,514) |
Unrealized gain on investments | 0 | 6 |
Comprehensive loss | $ (6,683) | $ (7,508) |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Statement of Cash Flows [Abstract] | ||
Net loss | $ (6,683) | $ (7,514) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 10 | 12 |
Stock-based compensation | 951 | 1,106 |
Amortization of premiums on marketable securities, net | (1) | 22 |
Amortization of debt discount | 50 | 47 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 0 | (34) |
Prepaid expenses and other assets | (145) | 94 |
Accounts payable | (17) | 544 |
Accrued liabilities | (594) | 498 |
Net cash used in operating activities | (6,429) | (5,225) |
Investing activities | ||
Purchase of marketable securities | 0 | (3,754) |
Maturities of marketable securities | 3,750 | 3,733 |
Net cash provided by (used in) investing activities | 3,750 | (21) |
Financing activities | ||
Proceeds from sale of common stock, net of underwriting commissions and issuance cost | 3,549 | 1,746 |
Repayments on notes payable | (301) | 0 |
Proceeds from exercise of common stock options | 0 | 11 |
Net cash provided by financing activities | 3,248 | 1,757 |
Net increase (decrease) in cash and cash equivalents | 569 | (3,489) |
Cash and cash equivalents, beginning of period | 24,611 | 35,921 |
Cash and cash equivalents, end of period | 25,180 | 32,432 |
Supplemental disclosures of cash flow information | ||
Cash paid for interest | 207 | 207 |
Supplemental schedule of non-cash investing and financing activities | ||
Issuance cost related to at the market equity program in accounts payable | $ 30 | $ 40 |
Description of Business
Description of Business | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Description of Business Ocera Therapeutics, Inc. (the "Company") is a clinical stage biopharmaceutical company targeting acute and clinical orphan liver disease. The Company's initial focus is on the development and commercialization of OCR-002 (ornithine phenylacetate) in both intravenous and oral formulations for the treatment and prevention of hepatic encephalopathy (“HE”). HE is a serious complication of liver cirrhosis, or liver failure, marked by mental changes including confusion, impaired motor skills, disorientation in time and space, and, in its more severe form, stupor, coma and even death. OCR-002 is a novel molecule, ornithine, phenylacetate, which functions as an ammonia scavenger and which the Company believes is the only direct ammonia scavenger currently in clinical development for the treatment and prevention of HE. OCR-002 has been granted orphan drug designation and Fast Track status by the FDA for the treatment of hyperammonemia and resultant HE in patients with acute liver failure and acute-on-chronic liver disease. Orphan drug designation is given to a drug candidate intended to treat a rare disease or condition that affects fewer than 200,000 individuals in the United States. OCR-002 has also been granted orphan drug designation in the European Union for the treatment of acute liver failure. Fast Track designation is available for certain new drug products if they are intended to treat a serious or life-threatening disease or condition and demonstrate the potential to address unmet medical needs for the disease or condition. Fast Track designation does not change the standards for approval but may expedite the development or approval process. On July 15, 2013 , Terrapin Acquisition, Inc., a Delaware corporation (“Merger Sub”), a wholly owned subsidiary of Tranzyme, Inc., a Delaware corporation (“Tranzyme”), completed its merger (the “Merger”) with and into Ocera Therapeutics, Inc., a private Delaware corporation (“Private Ocera”). Private Ocera was considered the acquiring company in the Merger for accounting purposes. In connection with the Merger, the combined company changed its name to Ocera Therapeutics, Inc. and the name of Private Ocera was changed to Ocera Subsidiary, Inc. ("Ocera Subsidiary"). The Company has a limited operating history and the sales and income potential of its business and market are unproven. As of March 31, 2017 , the Company has an accumulated deficit of $165.0 million and has experienced net losses each year since its inception. The Company anticipates that it will continue to incur net losses into the foreseeable future and will need to raise additional capital as it continues the development and commercialization of OCR-002. The Company's cash and cash equivalents may not be sufficient to fund its operations beyond the second quarter of 2018. These factors raise substantial doubt about the Company's ability to continue as a going concern within twelve months following the date of the filing of this Form 10-Q. The Company's ability to continue as a going concern and finance operations beyond its current resources will depend heavily on the value investors see in the data from previous clinical trials of OCR-002 and favorable results from any future clinical trials of OCR-002 the Company may conduct. The Company plans to raise additional capital through collaboration, licensing or similar arrangements, private and public equity offerings or debt financing, or a combination thereof. Additional financing may not be available when the Company needs it or may not be available on terms that are favorable to the Company. Collaboration, licensing or similar arrangements may require the Company to relinquish valuable rights to its potential products or proprietary technologies. To the extent that the Company raises additional capital through the sale of equity or convertible debt securities, the ownership interest of existing stockholders will be diluted, and the terms may include liquidation or other preferences that adversely affect the rights of existing stockholders. Debt financing, as is the case with the Company's loan facility, results in increased fixed payment obligations and may involve agreements that include covenants limiting or restricting our ability to take specific actions such as incurring debt, making capital expenditures or declaring dividends. Without additional funds, the Company may be forced to delay, scale back or eliminate some of its research and development activities or operations and potentially delay product development of OCR-002. The condensed consolidated financial statements included in this report have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of the uncertainty related to our ability to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Accounting The accompanying unaudited condensed consolidated financial statements of the Company and our wholly-owned subsidiary have been prepared in accordance with United States of America generally accepted accounting principles ("U.S. GAAP") for interim financial statements and pursuant to the rules and regulations of the Securities and Exchange Commission. For interim reporting the financial statements and related notes do not include all information and footnotes required by U.S. GAAP for annual reports. This quarterly report should be read in conjunction with the consolidated financial statements included in the Company’s annual report on Form 10-K for the year ended December 31, 2016 . Unaudited Interim Financial Information The accompanying interim condensed consolidated financial statements and related disclosures are unaudited, have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for a fair statement of the results of operations for the periods presented. The year-end condensed consolidated balance sheets were derived from audited consolidated financial statements, but does not include all disclosures required by U.S. GAAP for complete financial statements. The consolidated results of operations for any interim period are not necessarily indicative of the results to be expected for the full year or for any other future year or interim period. Use of Estimates The preparation of financial statements in conformity with the U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Recent Accounting Pronouncements Occasionally, new accounting standards are issued or proposed by the Financial Accounting Standards Board (the "FASB"), or other standards-setting bodies, that the Company adopts by the effective date specified within the standard. (i) New Accounting Updates Recently Adopted In March 2016, the FASB issued Accounting Standards Update ("ASU") No. 2016-09, Improvements to Employee Share-Based Payment Accounting (Topic 718), Compensation - Stock Compensation. The ASU simplifies several aspects of the accounting for share-based payments, including the income tax consequences, changing the threshold to qualify for equity classification to the employees' maximum statutory tax rates, allowing an entity-wide accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures as they occur, and clarifying the classification on the statement of cash flows for the excess tax benefit and employee taxes paid when an employer withholds shares for tax-withholding purposes. As a result of the adoption of this ASU, the Company recognized additional deferred tax assets of $0.3 million . There was no change to beginning retained earnings for previously unrecognized tax benefits, as the increase to deferred tax assets was fully offset by an increase to the valuation allowance as the Company determined that it was not more likely than not that the Company will realize the benefit of these deferred tax assets. The Company has elected to maintain its practice of estimating forfeitures when recognizing expense for share-based payment awards. (ii) Recent Accounting Updates Not Yet Effective In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment, which removes the second step of the two-step goodwill impairment test. Under ASU No. 2017-04, an entity will apply a one-step quantitative test and record the amount of goodwill impairment as the excess of a reporting unit’s carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. ASU No. 2017-04 does not amend the optional qualitative assessment of goodwill impairment. Additionally, an entity should consider income tax effects from any tax-deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. ASU No. 2017-04 is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019; early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is currently evaluating the impact of the adoption of this standard and does not expect the adoption of this guidance will have a material impact on its consolidated financial statements. In August 2016, the FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments, which aims to eliminate diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows under Topic 230, Statement of Cash Flows, and other Topics. ASU No. 2016-15 is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2017. The Company continues to assess the potential impact of this standard, but currently does not expect the adoption of this standard to have a material impact on its consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases, to increase transparency and comparability among organizations by requiring recognition of lease assets and lease liabilities on the balance sheet and disclosure of key information about leasing arrangements. The standard will become effective for interim and annual periods beginning after December 15, 2018, with early adoption permitted. The guidance is required to be adopted at the earliest period presented using a modified retrospective approach. The Company is currently evaluating the impact of the adoption of this standard on its consolidated financial statements. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers. The standard’s core principle is that a reporting entity will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard will become effective for the Company beginning in the first quarter of 2018. Early adoption is permitted in 2017. Entities have the option of using either a full retrospective or a modified retrospective approach to adopt this new guidance. In March and April 2016, the FASB issued ASU No. 2016-08 Revenue From Contracts With Customers: Principal vs. Agent Considerations and ASU No. 2016-10 Revenue From Contracts with Customers: Identifying Performance Obligations and Licensing to provide supplemental adoption guidance and clarification to ASU No. 2014-09. The Company plans to adopt this guidance as of January 1, 2018, using the modified retrospective method and is in the process of evaluating its arrangements where it has licensed or sold intellectual property. The Company has not yet completed its full assessment and is not yet able to estimate the anticipated impact to the condensed consolidated financial statements from the application of the new standard. The Company reviewed all other recently issued accounting pronouncements and concluded that they were either not applicable or not expected to have a significant impact to the condensed consolidated financial statements. Additionally, the adoption of accounting pronouncements in the first quarter of this year did not have an impact on the Company’s consolidated financial position or results of operations. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The following tables present information about the Company’s financial assets measured at fair value on a recurring basis as of March 31, 2017 , and December 31, 2016 , and indicate the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value. As a basis for categorizing inputs, the Company uses a three-tier fair value hierarchy, which prioritizes the inputs used to measure fair value from market-based assumptions to entity specific assumptions: Level 1: Inputs which include quoted prices in active markets for identical assets or liabilities; Level 2: Inputs, other than level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3: Unobservable inputs that are supported by little or no market activity, which require the reporting entity to develop its own assumptions. No transfers between levels have occurred during the periods presented. Assets measured at fair value on a recurring basis as of March 31, 2017 are as follows (in thousands): Total Level 1 Level 2 Level 3 Money market funds $ 25,163 $ 25,163 $ — $ — The estimated fair value of the Company's notes payable, considering level 2 inputs, approximates their carrying value based upon the borrowing terms and conditions available to the Company at March 31, 2017 . Assets measured at fair value on a recurring basis as of December 31, 2016 are as follows (in thousands): Total Level 1 Level 2 Level 3 Money market funds $ 24,593 $ 24,593 $ — $ — Commercial paper 1,498 — 1,498 — Corporate debt securities 2,251 — 2,251 — Total assets $ 28,342 $ 24,593 $ 3,749 $ — The estimated fair value of the Company's notes payable, considering level 2 inputs, approximates their carrying value based upon the borrowing terms and conditions available to the Company at December 31, 2016 . |
Balance Sheet Components
Balance Sheet Components | 3 Months Ended |
Mar. 31, 2017 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Components | Balance Sheet Components Investments The following table summarizes the Company's cash equivalents as of March 31, 2017 (in thousands): Maturity (In Years) Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value Money market funds n/a $ 25,163 $ — $ — $ 25,163 The following table summarizes the Company's cash equivalents and marketable securities as of December 31, 2016 (in thousands): Maturity (In Years) Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value Money market funds (1) n/a $ 24,593 $ — $ — $ 24,593 Commercial paper 1 or less 1,498 — — 1,498 Corporate debt securities 1 or less 2,251 — — 2,251 Total cash equivalents and marketable securities $ 28,342 $ — $ — $ 28,342 (1) Money market funds are included in cash and cash equivalents on our condensed consolidated balance sheets. At each reporting date, the Company reviews its investments for impairment to determine if the unrealized losses are other-than-temporary. There have been no other-than-temporary impairments on these securities as of March 31, 2017 and December 31, 2016 . Realized gains or losses on available-for-sale securities were immaterial for the periods presented. The Company does not intend to and believes it is not more likely than not that it will be required to sell these securities before their maturities. Accrued Liabilities Accrued liabilities consisted of the following (in thousands): March 31, 2017 December 31, 2016 Clinical trials $ 1,500 $ 1,519 Compensation and related expenses 504 1,124 Professional services 123 102 Principal payment due on notes payable 304 — Interest expense on notes payable 237 69 Other 26 25 Total accrued liabilities $ 2,694 $ 2,839 |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Notes Payable | Notes Payable On July 30, 2015 , the Company and Ocera Subsidiary entered into a Loan and Security Agreement (the “Loan Agreement”) with Oxford Finance LLC (“Oxford”) and Silicon Valley Bank (“SVB”) (collectively, the “Lenders”). The Loan Agreement provides for up to $20.0 million in new term loans (the “Term Loan Facility”), $ 10.0 million of which was funded on July 30, 2015 . The remaining $10.0 million was not drawn and expired at December 31, 2016 due to non-achievement of certain financial and clinical milestones. The annual interest rate for the initial $10.0 million funding is 8.275% . Loan payments were interest-only until February 1, 2017, followed by 30 equal monthly payments of principal and interest through the scheduled maturity date of August 1, 2019. In addition, a final payment equal to 3% of the aggregate amount drawn will be due at maturity or on earlier repayment. If the Company prepays all or a portion of the loans, a prepayment fee of between 1% and 3% of the principal amount prepaid will also be due depending on the timing of the prepayment. The Company received net proceeds of $9.7 million after fees and expenses from the Term Loan Facility. These fees and expenses are being accounted for as a debt discount and classified within notes payable on the Company’s condensed consolidated balance sheets. Related legal and consulting fees are presented in the condensed consolidated balance sheets as a direct deduction from the carrying amount of notes payable, consistent with the debt discount. The debt discount, issuance costs and the final payment are being amortized or accreted as interest expense over the term of the loan using the effective interest method. In connection with the Loan Agreement, the Company issued to the Lenders warrants to purchase an aggregate of 97,680 shares of the Company's common stock at an exercise price of $4.10 per share. The Company recorded $0.3 million for the warrants as debt discount within notes payable and an increase to additional paid-in capital on the Company’s balance sheet. As of March 31, 2017 , the warrants remained outstanding and exercisable. The debt discount is being amortized as interest expense over the term of the loan using the effective interest method. The Term Loan Facility is secured by substantially all of the Company's assets and the assets of Ocera Subsidiary, Inc., except that the collateral does not include any intellectual property held by the Company or Ocera Subsidiary, Inc. However, pursuant to the terms of a negative pledge arrangement, the Company has agreed not to encumber any of the intellectual property of the Company or its subsidiaries. The Loan Agreement contains customary representations, warranties and covenants by the Company, which limit the Company's ability to convey, sell, lease, transfer, assign or otherwise dispose of certain of our assets; engage in any business other than the businesses the Company currently engages in or reasonably related thereto; liquidate or dissolve; make certain management changes; undergo certain change of control events; create, incur, assume, or be liable with respect to certain indebtedness; grant certain liens; pay dividends and make certain other restricted payments; make certain investments; enter into any material transactions with any affiliates, with certain exceptions; make payments on any subordinated debt; and permit certain of the Company's subsidiaries to maintain, own or otherwise hold any material assets or conduct any business operations other than as disclosed to the Lenders. In addition, subject to certain exceptions, the Company and Ocera Subsidiary, Inc., are required to maintain with SVB their respective primary deposit accounts, securities accounts and commodity accounts. The Loan Agreement also contains customary indemnification obligations and customary events of default, including, among other things, failure to fulfill certain of the Company's obligations under the Loan Agreement, the occurrence of a material adverse change in the Company's business, operations, or condition (financial or otherwise), a material impairment of the prospect of repayment of any portion of the loan, or a material impairment in the perfection or priority of the Lenders’ lien in the collateral or in the value of such collateral. In the event of default by the Company under the Loan Agreement, the Lenders would be entitled to exercise their remedies thereunder, including the right to accelerate the debt, upon which the Company may be required to repay all amounts then outstanding under the Loan Agreement, which could harm the Company's financial condition. The Company was in compliance with all applicable covenants set forth in the Loan Agreement as of March 31, 2017 and December 31, 2016 . The principal and related interest payments due under the Loan Agreement have been classified as current liabilities at March 31, 2017 due to the considerations discussed in Note 1 and the assessment that a material adverse change under the Loan Agreement is not within the Company's control. The Company has not been notified of an event of default by the Lenders as of the date of the filing of this Form 10-Q. The Company recorded interest expense related to the Term Loan Facility of $0.3 million for each of the three months ended March 31, 2017 and 2016 . The annual effective interest rate on the note payable, including the amortization of the debt discounts and accretion of the final payment, is 11.72% . Future principal payments under the Loan Agreement as of March 31, 2017 are as follows (in thousands): Years ending December 31, 2017 (for the remaining nine months) $ 2,502 2018 4,022 2019 2,871 Total principal payments 9,395 Unamortized discount on notes payable (247 ) Notes payable, balance $ 9,148 Future interest payments under the Loan Agreement as of March 31, 2017 amount to $1.3 million . |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders' Equity On May 15, 2015 , the Company entered into a sales agreement (the “Sales Agreement”) with Cowen and Company, LLC (“Cowen”), pursuant to which the Company may issue and sell shares of its common stock having aggregate sales proceeds of up to $25.0 million from time to time through an “at the market” equity program under which Cowen acts as sales agent. During the three months ended March 31, 2017 , the Company sold an aggregate of 2,341,812 shares of common stock under the Sales Agreement, at an average price of approximately $1.56 per share, for net proceeds of $3.5 million after deducting commissions and other transaction costs. As of March 31, 2017 , $10.1 million of common stock remained available to be sold under the Sales Agreement, subject to certain conditions specified therein. In March 2017, the Company issued 20,794 shares of common stock pursuant to the cashless exercise of certain warrants at an exercise price of $0.67 per share. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation On July 15, 2013, in connection with the Merger, the Company assumed the existing Tranzyme 2011 Stock Option and Incentive Plan (the "2011 Plan"). The 2011 Plan provides for the granting of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock units ("RSUs"), performance stock awards, performance cash awards and other stock awards to employees, officers, directors and consultants. The Company recognized stock-based compensation expense within the condensed consolidated statements of operations and comprehensive loss as follows (in thousands): Three Months Ended March 31, 2017 2016 Research and development $ 201 $ 207 General and administrative 750 899 Total stock-based compensation $ 951 $ 1,106 As of March 31, 2017 , there was unrecognized stock-based compensation expense of $6.0 million which the Company expects to recognize over a weighted average period of 1.88 years. Stock-based compensation expense for stock options is estimated at the grant date based on the fair-value using the Black-Scholes option pricing model. The fair value of employee stock options is being amortized on a straight-line basis over the requisite service period of the awards. The fair value of all stock options granted was estimated using the following weighted-average assumptions: Three Months Ended March 31, 2017 2016 Expected dividend yield — — Risk-free interest rates —% 1.33% - 1.97% Expected term in years — 4.66 - 8.04 Expected volatility —% 75% - 92% Restricted Stock Units: On March 29, 2017 , the Company granted 1,065,000 RSU's to certain employees and consultants. The RSUs vest according to the following schedule: 50% of the RSUs vests on December 31, 2017 and the remainder vests on December 31, 2018 , in each case subject to the recipient’s continued employment or service on each vesting date. Stock-based compensation expense recorded related to the RSUs during the three months ended March 31, 2017 was insignificant. |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share Basic net loss per share is calculated by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed by dividing the net loss by the weighted average number of common shares and common stock equivalents outstanding for the period. Common stock equivalents are only included when their effect is dilutive. Potentially dilutive securities which include warrants and outstanding stock options have been excluded from the computation of diluted net loss per share as their effect would be anti-dilutive. For all periods presented, basic and diluted net loss were the same. The following table presents the computation of net loss per share (in thousands, except share and per share data): Three Months Ended March 31, 2017 2016 Numerator Net loss $ (6,683 ) $ (7,514 ) Denominator Weighted average common shares outstanding used to compute net loss per share, basic and diluted 24,037,387 20,943,966 Net loss per share of common stock, basic and diluted Net loss per share $ (0.28 ) $ (0.36 ) The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share of common stock for the periods presented as the effect of their inclusion would have been anti-dilutive: Three Months Ended March 31, 2017 2016 Common stock warrants 965,240 1,026,249 Common stock options 3,928,511 3,630,529 Restricted stock units 1,065,000 — Total potentially dilutive securities 5,958,751 4,656,778 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies From time to time, the Company may be involved in disputes, including litigation, relating to claims arising out of operations in the normal course of business. Any of these claims could subject the Company to costly legal expenses and, while the Company generally believes that it has adequate insurance to cover many different types of liabilities, its insurance carriers may deny coverage or its policy limits may be inadequate to fully satisfy any damage awards or settlements. If this were to happen, the payment of any such awards could have a material adverse effect on the Company's condensed consolidated results of operations and financial position. Additionally, any such claims, whether or not successful, could damage the Company's reputation and business. The Company is currently not a party to any legal proceedings, the adverse outcome of which, in management’s opinion, individually or in the aggregate, would have a material adverse effect on the Company's condensed consolidated results of operations or financial position. UCL Business PLC In December 2008, the Company licensed rights to OCR-002 from UCL Business PLC, an entity affiliated with the University College London (“UCL”), for the exclusive worldwide rights to develop and commercialize OCR-002 and related technologies for any use. The agreement was amended in July 2011, February 2013 and July 2015. The Company may be required to make future milestone payments to UCL totaling up to $20.0 million upon the achievement of various milestones related to clinical and regulatory events for OCR-002. The Company may also be required to pay milestone payments totaling up to $35.0 million upon the achievement of various milestones related to future net sales of OCR-002. The Company is also obligated to pay tiered royalties in the low to mid-single digits on potential future net sales of the licensed product candidate. Purchase Commitments In November 2016, the Company entered into an agreement with Evonik Industries (“Evonik”), under which Evonik will manufacture clinical supply of OCR-002 drug substance for the Company. Per the terms of the agreement, the Company will purchase clinical supply of OCR-002 totaling $1.3 million . As of March 31, 2017 , the Company has $0.5 million in non-cancelable purchase commitments under the agreement. Rent Rent expense was $0.1 million for each of the three months ended March 31, 2017 and 2016. The following is a schedule of non-cancelable future minimum payments for operating leases as of March 31, 2017 (in thousands): Years ending December 31, 2017 (for the remaining nine months) $ 311 2018 109 2019 and beyond 8 Total future minimum payments for operating leases $ 428 |
Subsequent Event
Subsequent Event | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Event | Subsequent Event Pursuant to the Company's "at the market" equity program, in April 2017, prior to the date of the filing of this Form 10-Q, the Company sold an aggregate of 547,203 shares of common stock under the Sales Agreement at an average price of approximately $1.51 per share, for net proceeds of approximately $0.8 million . |
Summary of Significant Accoun16
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Accounting The accompanying unaudited condensed consolidated financial statements of the Company and our wholly-owned subsidiary have been prepared in accordance with United States of America generally accepted accounting principles ("U.S. GAAP") for interim financial statements and pursuant to the rules and regulations of the Securities and Exchange Commission. For interim reporting the financial statements and related notes do not include all information and footnotes required by U.S. GAAP for annual reports. This quarterly report should be read in conjunction with the consolidated financial statements included in the Company’s annual report on Form 10-K for the year ended December 31, 2016 . |
Consolidation | Unaudited Interim Financial Information The accompanying interim condensed consolidated financial statements and related disclosures are unaudited, have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for a fair statement of the results of operations for the periods presented. The year-end condensed consolidated balance sheets were derived from audited consolidated financial statements, but does not include all disclosures required by U.S. GAAP for complete financial statements. The consolidated results of operations for any interim period are not necessarily indicative of the results to be expected for the full year or for any other future year or interim period. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with the U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. |
New Accounting Pronouncements | Recent Accounting Pronouncements Occasionally, new accounting standards are issued or proposed by the Financial Accounting Standards Board (the "FASB"), or other standards-setting bodies, that the Company adopts by the effective date specified within the standard. (i) New Accounting Updates Recently Adopted In March 2016, the FASB issued Accounting Standards Update ("ASU") No. 2016-09, Improvements to Employee Share-Based Payment Accounting (Topic 718), Compensation - Stock Compensation. The ASU simplifies several aspects of the accounting for share-based payments, including the income tax consequences, changing the threshold to qualify for equity classification to the employees' maximum statutory tax rates, allowing an entity-wide accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures as they occur, and clarifying the classification on the statement of cash flows for the excess tax benefit and employee taxes paid when an employer withholds shares for tax-withholding purposes. As a result of the adoption of this ASU, the Company recognized additional deferred tax assets of $0.3 million . There was no change to beginning retained earnings for previously unrecognized tax benefits, as the increase to deferred tax assets was fully offset by an increase to the valuation allowance as the Company determined that it was not more likely than not that the Company will realize the benefit of these deferred tax assets. The Company has elected to maintain its practice of estimating forfeitures when recognizing expense for share-based payment awards. (ii) Recent Accounting Updates Not Yet Effective In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment, which removes the second step of the two-step goodwill impairment test. Under ASU No. 2017-04, an entity will apply a one-step quantitative test and record the amount of goodwill impairment as the excess of a reporting unit’s carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. ASU No. 2017-04 does not amend the optional qualitative assessment of goodwill impairment. Additionally, an entity should consider income tax effects from any tax-deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. ASU No. 2017-04 is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019; early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is currently evaluating the impact of the adoption of this standard and does not expect the adoption of this guidance will have a material impact on its consolidated financial statements. In August 2016, the FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments, which aims to eliminate diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows under Topic 230, Statement of Cash Flows, and other Topics. ASU No. 2016-15 is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2017. The Company continues to assess the potential impact of this standard, but currently does not expect the adoption of this standard to have a material impact on its consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases, to increase transparency and comparability among organizations by requiring recognition of lease assets and lease liabilities on the balance sheet and disclosure of key information about leasing arrangements. The standard will become effective for interim and annual periods beginning after December 15, 2018, with early adoption permitted. The guidance is required to be adopted at the earliest period presented using a modified retrospective approach. The Company is currently evaluating the impact of the adoption of this standard on its consolidated financial statements. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers. The standard’s core principle is that a reporting entity will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard will become effective for the Company beginning in the first quarter of 2018. Early adoption is permitted in 2017. Entities have the option of using either a full retrospective or a modified retrospective approach to adopt this new guidance. In March and April 2016, the FASB issued ASU No. 2016-08 Revenue From Contracts With Customers: Principal vs. Agent Considerations and ASU No. 2016-10 Revenue From Contracts with Customers: Identifying Performance Obligations and Licensing to provide supplemental adoption guidance and clarification to ASU No. 2014-09. The Company plans to adopt this guidance as of January 1, 2018, using the modified retrospective method and is in the process of evaluating its arrangements where it has licensed or sold intellectual property. The Company has not yet completed its full assessment and is not yet able to estimate the anticipated impact to the condensed consolidated financial statements from the application of the new standard. The Company reviewed all other recently issued accounting pronouncements and concluded that they were either not applicable or not expected to have a significant impact to the condensed consolidated financial statements. Additionally, the adoption of accounting pronouncements in the first quarter of this year did not have an impact on the Company’s consolidated financial position or results of operations. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | Assets measured at fair value on a recurring basis as of March 31, 2017 are as follows (in thousands): Total Level 1 Level 2 Level 3 Money market funds $ 25,163 $ 25,163 $ — $ — The estimated fair value of the Company's notes payable, considering level 2 inputs, approximates their carrying value based upon the borrowing terms and conditions available to the Company at March 31, 2017 . Assets measured at fair value on a recurring basis as of December 31, 2016 are as follows (in thousands): Total Level 1 Level 2 Level 3 Money market funds $ 24,593 $ 24,593 $ — $ — Commercial paper 1,498 — 1,498 — Corporate debt securities 2,251 — 2,251 — Total assets $ 28,342 $ 24,593 $ 3,749 $ — |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Balance Sheet Related Disclosures [Abstract] | |
Available-for-sale Securities | The following table summarizes the Company's cash equivalents as of March 31, 2017 (in thousands): Maturity (In Years) Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value Money market funds n/a $ 25,163 $ — $ — $ 25,163 The following table summarizes the Company's cash equivalents and marketable securities as of December 31, 2016 (in thousands): Maturity (In Years) Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value Money market funds (1) n/a $ 24,593 $ — $ — $ 24,593 Commercial paper 1 or less 1,498 — — 1,498 Corporate debt securities 1 or less 2,251 — — 2,251 Total cash equivalents and marketable securities $ 28,342 $ — $ — $ 28,342 (1) Money market funds are included in cash and cash equivalents on our condensed consolidated balance sheets. |
Schedule of Accrued Liabilities | Accrued liabilities consisted of the following (in thousands): March 31, 2017 December 31, 2016 Clinical trials $ 1,500 $ 1,519 Compensation and related expenses 504 1,124 Professional services 123 102 Principal payment due on notes payable 304 — Interest expense on notes payable 237 69 Other 26 25 Total accrued liabilities $ 2,694 $ 2,839 |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Instruments | Future principal payments under the Loan Agreement as of March 31, 2017 are as follows (in thousands): Years ending December 31, 2017 (for the remaining nine months) $ 2,502 2018 4,022 2019 2,871 Total principal payments 9,395 Unamortized discount on notes payable (247 ) Notes payable, balance $ 9,148 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-based compensation expense | The Company recognized stock-based compensation expense within the condensed consolidated statements of operations and comprehensive loss as follows (in thousands): Three Months Ended March 31, 2017 2016 Research and development $ 201 $ 207 General and administrative 750 899 Total stock-based compensation $ 951 $ 1,106 |
Stock option valuation assumptions | The fair value of all stock options granted was estimated using the following weighted-average assumptions: Three Months Ended March 31, 2017 2016 Expected dividend yield — — Risk-free interest rates —% 1.33% - 1.97% Expected term in years — 4.66 - 8.04 Expected volatility —% 75% - 92% |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table presents the computation of net loss per share (in thousands, except share and per share data): Three Months Ended March 31, 2017 2016 Numerator Net loss $ (6,683 ) $ (7,514 ) Denominator Weighted average common shares outstanding used to compute net loss per share, basic and diluted 24,037,387 20,943,966 Net loss per share of common stock, basic and diluted Net loss per share $ (0.28 ) $ (0.36 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | Three Months Ended March 31, 2017 2016 Common stock warrants 965,240 1,026,249 Common stock options 3,928,511 3,630,529 Restricted stock units 1,065,000 — Total potentially dilutive securities 5,958,751 4,656,778 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | The following is a schedule of non-cancelable future minimum payments for operating leases as of March 31, 2017 (in thousands): Years ending December 31, 2017 (for the remaining nine months) $ 311 2018 109 2019 and beyond 8 Total future minimum payments for operating leases $ 428 |
Description of Business (Detail
Description of Business (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ (165,011) | $ (158,328) |
Summary of Significant Accoun24
Summary of Significant Accounting Policies Summary of Significant Accounting Policies (Details) - Accounting Standards Update 2016-09, Excess Tax Benefit Component $ in Millions | Mar. 31, 2016USD ($) |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Deferred tax asset | $ 0.3 |
Increase in valuation allowance | $ 0.3 |
Fair Value Measurements (Fair V
Fair Value Measurements (Fair Value) (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | $ 28,342 | |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 24,593 | |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 3,749 | |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 0 | |
Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | $ 25,163 | 24,593 |
Money market funds | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 25,163 | 24,593 |
Money market funds | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 0 | 0 |
Money market funds | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | $ 0 | 0 |
Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 1,498 | |
Commercial paper | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 0 | |
Commercial paper | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 1,498 | |
Commercial paper | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 0 | |
Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 2,251 | |
Corporate debt securities | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 0 | |
Corporate debt securities | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 2,251 | |
Corporate debt securities | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | $ 0 |
Balance Sheet Components (Avail
Balance Sheet Components (Available For Sale Investments) (Details) - Short-term Investments - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | $ 28,342 | |
Unrealized Gains | 0 | |
Unrealized Losses | 0 | |
Estimated Fair Value | 28,342 | |
Money market funds | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | $ 25,163 | 24,593 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Estimated Fair Value | $ 25,163 | 24,593 |
Commercial paper | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 1,498 | |
Unrealized Gains | 0 | |
Unrealized Losses | 0 | |
Estimated Fair Value | 1,498 | |
Corporate debt securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 2,251 | |
Unrealized Gains | 0 | |
Unrealized Losses | 0 | |
Estimated Fair Value | $ 2,251 |
Balance Sheet Components (Accru
Balance Sheet Components (Accrued Liabilities) (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Balance Sheet Related Disclosures [Abstract] | ||
Clinical trials | $ 1,500 | $ 1,519 |
Compensation and related expenses | 504 | 1,124 |
Professional services | 123 | 102 |
Principal payment due on notes payable | 304 | 0 |
Interest expense on notes payable | 237 | 69 |
Other | 26 | 25 |
Total accrued liabilities | $ 2,694 | $ 2,839 |
Notes Payable (Narrative) (Deta
Notes Payable (Narrative) (Details) - USD ($) | Jul. 30, 2015 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 30, 2016 |
Debt Instrument [Line Items] | ||||
Exercise price of warrants (usd per share) | $ 0.67 | |||
Interest expense | $ 300,000 | $ 300,000 | ||
Interest payable in future | $ 1,300,000 | |||
Oxford Finance LLC and Silicon Valley Bank | ||||
Debt Instrument [Line Items] | ||||
Effective interest rate (in percentage) | 11.72% | |||
Notes Payable | Secured Debt | Oxford Finance LLC and Silicon Valley Bank | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, maximum borrowing capacity | $ 20,000,000 | |||
Notes payable, gross | $ 10,000,000 | |||
Remaining borrowing capacity | $ 10,000,000 | |||
Stated interest rate ( in percentage) | 8.275% | |||
Periodic payment terms, balloon payment to be paid, percentage of funded borrowings (in percentage) | 3.00% | |||
Proceeds from debt, net of issuance costs | $ 9,700,000 | |||
Notes Payable | Secured Debt | Oxford Finance LLC and Silicon Valley Bank | Minimum | ||||
Debt Instrument [Line Items] | ||||
Early extinguishment of debt, prepayment fee (in percentage) | 1.00% | |||
Notes Payable | Secured Debt | Oxford Finance LLC and Silicon Valley Bank | Maximum | ||||
Debt Instrument [Line Items] | ||||
Early extinguishment of debt, prepayment fee (in percentage) | 3.00% | |||
Common stock warrants | ||||
Debt Instrument [Line Items] | ||||
Warrants issued (in shares) | 97,680 | |||
Exercise price of warrants (usd per share) | $ 4.095 | |||
Warrants outstanding | $ 300,000 |
Notes Payable (Schedule of Deb
Notes Payable (Schedule of Debt Instruments) (Details) - Oxford Finance LLC and Silicon Valley Bank - Secured Debt - Notes Payable $ in Thousands | Mar. 31, 2017USD ($) |
Debt Instrument [Line Items] | |
2017 (for the remaining nine months) | $ 2,502 |
2,018 | 4,022 |
2,019 | 2,871 |
Total principal payments | 9,395 |
Unamortized discount on notes payable | (247) |
Notes payable, balance | $ 9,148 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | May 15, 2015 | |
Class of Stock [Line Items] | ||||
Stock issued during period, shares, new issues (in shares) | 20,794 | 2,341,812 | ||
Common stock, par value, average (usd per share) | $ 1.56 | $ 1.56 | ||
Proceeds from sale of common stock, net of underwriting commissions and issuance cost | $ 3,549 | $ 1,746 | ||
Exercise price of warrants (usd per share) | $ 0.67 | $ 0.67 | ||
At the Market Issuance Sales Agreement | Cowen | ||||
Class of Stock [Line Items] | ||||
Common stock remained available to be sold under the sales agreement | $ 10,100 | $ 10,100 | $ 25,000 |
Stock-Based Compensation (Stock
Stock-Based Compensation (Stock-based compensation expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | $ 951 | $ 1,106 |
Research and development | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 201 | 207 |
General and administrative | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | $ 750 | $ 899 |
Stock-Based Compensation (Valua
Stock-Based Compensation (Valuation Assumptions) (Details) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Fair Value Assumptions and Methodology [Abstract] | ||
Risk free interest rate (in percentage) | 1.33% | |
Risk free interest rate, maximum (in percentage) | 1.97% | |
Risk free interest rate (in percentage) | 0.00% | |
Expected volatility, minimum (in percentage) | 75.00% | |
Expected volatility, maximum (in percentage) | 92.00% | |
Expected volatility (in percentage) | 0.00% | |
Minimum | ||
Fair Value Assumptions and Methodology [Abstract] | ||
Expected life in years (in years) | 4 years 7 months 28 days | |
Maximum | ||
Fair Value Assumptions and Methodology [Abstract] | ||
Expected life in years (in years) | 8 years 15 days | |
Common stock options | ||
Fair Value Assumptions and Methodology [Abstract] | ||
Expected dividend yield (in percentage) | 0.00% | 0.00% |
Stock-Based Compensation (Addit
Stock-Based Compensation (Additional Information) (Details) - USD ($) $ in Thousands | Mar. 29, 2017 | Mar. 31, 2017 | Mar. 31, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 951 | $ 1,106 | |
Common stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation costs not yet recognized | $ 6,000 | ||
Period for recognizing costs (in years) | 1 year 10 months 18 days | ||
Restricted stock units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Grants in period (in shares) | 1,065,000 | ||
Vest in 2017 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 50.00% | ||
Vest in 2018 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 50.00% |
Net Loss Per Share (Schedule of
Net Loss Per Share (Schedule of Basic and Diluted Loss Per Share) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Numerator | ||
Net loss | $ (6,683) | $ (7,514) |
Denominator | ||
Weighted average common shares outstanding used to compute net loss per share, basic and diluted (in shares) | 24,037,387 | 20,943,966 |
Net loss per share of common stock, basic and diluted | ||
Net loss per share (in usd per share) | $ (0.28) | $ (0.36) |
Net Loss Per Share (Schedule 35
Net Loss Per Share (Schedule of Antidilutive Securities Excluded From Earnings Per Share) (Details) - shares | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 5,958,751 | 4,656,778 |
Common stock warrants | Common stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 965,240 | 1,026,249 |
Common stock options | Common stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 3,928,511 | 3,630,529 |
Restricted stock units | Common stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 1,065,000 | 0 |
Commitments and Contingencies36
Commitments and Contingencies (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Nov. 30, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Loss Contingencies [Line Items] | ||||
Purchase commitment | $ 1,300,000 | $ 500,000 | ||
Rent expense | 100,000 | $ 100,000 | ||
Future Minimum Payments Due by Fiscal Year Maturity [Abstract] | ||||
2017 (for the remaining nine months) | 311,000 | |||
2,018 | 109,000 | |||
2019 and beyond | 8,000 | |||
Total future minimum payments for operating leases | $ 428,000 | |||
Licensing Agreements | UCL Business PLC | ||||
Loss Contingencies [Line Items] | ||||
Maximum future milestone payments | $ 20,000,000 | |||
Licensing Agreements | OCR-002 | ||||
Loss Contingencies [Line Items] | ||||
Maximum future milestone payments | $ 35,000,000 |
Subsequent Event (Details)
Subsequent Event (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | |
Apr. 30, 2017 | Mar. 31, 2017 | Mar. 31, 2017 | |
Subsequent Event [Line Items] | |||
Stock issued during period, shares, new issues (in shares) | 20,794 | 2,341,812 | |
Common stock, par value, average (usd per share) | $ 1.56 | $ 1.56 | |
Subsequent Event | |||
Subsequent Event [Line Items] | |||
Stock issued during period, shares, new issues (in shares) | 547,203 | ||
Common stock, par value, average (usd per share) | $ 1.51 | ||
Proceeds from sale of equity | $ 0.8 |