Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Oct. 31, 2015 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | VTL | |
Entity Registrant Name | VITAL THERAPIES INC | |
Entity Central Index Key | 1,280,776 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 30,425,686 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 59,754 | $ 102,238 |
Restricted cash | 1,069 | 1,592 |
Other current assets and prepaid expenses | 1,786 | 986 |
Total current assets | 62,609 | 104,816 |
Property and equipment, net | 4,163 | 3,068 |
Other assets | 171 | 198 |
Total assets | 66,943 | 108,082 |
Current liabilities: | ||
Accounts payable | 549 | 1,153 |
Accrued expenses | 7,380 | 8,875 |
Other current liabilities | 190 | 250 |
Total current liabilities | 8,119 | 10,278 |
Other long-term liabilities | $ 146 | $ 241 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred stock, $0.0001 par value; 20,000,000 authorized and no shares issued or outstanding at September 30, 2015 and December 31, 2014 | $ 0 | $ 0 |
Common stock, $0.0001 par value; 130,000,000 shares authorized at September 30, 2015 and December 31, 2014; 24,145,680 and 23,982,786 shares issued and outstanding at September 30, 2015 and December 31, 2014, respectively | 2 | 2 |
Additional paid-in capital | 251,591 | 248,305 |
Accumulated other comprehensive income | 81 | 89 |
Accumulated deficit | (192,996) | (150,833) |
Total stockholders’ equity | 58,678 | 97,563 |
Total liabilities and stockholders’ equity | $ 66,943 | $ 108,082 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (usd per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 130,000,000 | 130,000,000 |
Common stock, shares issued | 24,145,680 | 23,982,786 |
Common stock, shares outstanding | 24,145,680 | 23,982,786 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Operating expenses: | ||||
Research and development | $ 9,646 | $ 10,244 | $ 32,945 | $ 28,589 |
General and administrative | 2,689 | 2,566 | 9,286 | 7,736 |
Total operating expenses | 12,335 | 12,810 | 42,231 | 36,325 |
Loss from operations | (12,335) | (12,810) | (42,231) | (36,325) |
Other income (expense): | ||||
Interest income | 13 | 5 | 36 | 13 |
Other income (expense), net | 22 | 7 | 31 | 0 |
Revaluation of future purchase rights liabilities | 0 | 0 | 0 | 2,600 |
Total other income (expense) | 35 | 12 | 67 | 2,613 |
Net loss | (12,300) | (12,798) | (42,164) | (33,712) |
Amortization of deemed dividend | 0 | 0 | 0 | (4,744) |
Accretion to redemption value of redeemable convertible preferred stock | 0 | 0 | 0 | (4,410) |
Net loss attributable to common stockholders | $ (12,300) | $ (12,798) | $ (42,164) | $ (42,866) |
Net loss per share attributable to common stockholders, basic and diluted (usd per share) | $ (0.51) | $ (0.59) | $ (1.76) | $ (3.18) |
Weighted-average common shares outstanding, basic and diluted (in shares) | 24,025,481 | 21,759,061 | 23,998,396 | 13,483,813 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (12,300) | $ (12,798) | $ (42,164) | $ (33,712) |
Other comprehensive income: | ||||
Foreign currency translation | (7) | 0 | (8) | (1) |
Total comprehensive loss | $ (12,307) | $ (12,798) | $ (42,172) | $ (33,713) |
Condensed Consolidated Stateme6
Condensed Consolidated Statement of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash flows from operating activities: | ||
Net loss | $ (42,164) | $ (33,712) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 947 | 853 |
Stock-based compensation | 2,943 | 1,765 |
Revaluation of future purchase rights liabilities | 0 | (2,600) |
Changes in operating assets and liabilities: | ||
Other current assets and prepaid expenses | (344) | (406) |
Accounts payable | (397) | (142) |
Accrued expenses | (1,562) | 3,641 |
Other liabilities | (84) | 169 |
Net cash used in operating activities | (40,661) | (30,432) |
Cash flows from investing activities: | ||
Change in restricted cash | 523 | (492) |
Purchases of property and equipment | (2,292) | (1,365) |
Net cash used in investing activities | (1,769) | (1,857) |
Cash flows from financing activities: | ||
Proceeds from initial public offering, net of issuance costs | 0 | 55,046 |
Proceeds from issuance of preferred stock, net of issuance costs | 0 | 18,167 |
Proceeds from exercise of stock options | 274 | 1 |
Deferred financing costs | (321) | (19) |
Net cash (used in) provided by financing activities | (47) | 73,195 |
Effect of exchange rate changes on cash and cash equivalents | (7) | (1) |
Net change in cash and cash equivalents | (42,484) | 40,905 |
Cash and cash equivalents, beginning of period | 102,238 | 38,186 |
Cash and cash equivalents, end of period | 59,754 | 79,091 |
Supplemental disclosure of noncash investing and financing activities: | ||
Purchases of property and equipment included in liabilities | 29 | 6 |
Deferred financing costs included in liabilities | 110 | 410 |
Change in stock option early exercise repurchase liability | 70 | 78 |
Conversion of preferred stock to common stock | 0 | 110,796 |
Amortization of deemed dividend | 0 | 4,744 |
Accretion to redemption value of redeemable convertible preferred stock | $ 0 | $ 4,410 |
Description of Business and Bas
Description of Business and Basis of Financial Statements | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Description of Business and Basis of Financial Statements | Description of Business and Basis of Financial Statements Description of Business We are a biotherapeutic company focused on developing a cell-based therapy targeting the treatment of liver failure. Our product candidate, the ELAD ® System, or ELAD, is an extracorporeal human allogeneic cellular liver therapy designed to allow the patient’s own liver to regenerate to a healthy state, or to stabilize the patient until transplant. In August 2015, we reported our VTI-208 phase 3 clinical trial of ELAD in alcohol-induced liver decompensation, or AILD, failed to reach its primary or secondary endpoints, although medically pertinent pre-specified subsets based on age and disease severity did show trends toward efficacy. We are currently preparing to begin a new phase 3 clinical trial in AILD based on our analysis of the results of the VTI-208 clinical trial. Since inception, we have devoted essentially all of our efforts to product development, clinical testing and pilot manufacturing and have not recognized revenues from our planned principal operations. Our business, operating results, financial condition and growth prospects are subject to significant risks and uncertainties including the failure of our clinical trials to meet their endpoints, failure to obtain regulatory approval to commercialize ELAD and failure to secure additional funding to complete the clinical testing, development and commercialization of ELAD. Unaudited Interim Financial Information The results for the three and nine months ended September 30, 2015 are not necessarily indicative of results to be expected for the year ending December 31, 2015 , any other interim or any future year or period. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2014 , included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission, or SEC, on March 20, 2015. Basis of Presentation and Consolidation The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles, or GAAP, and the rules and regulations of the SEC related to a quarterly report on Form 10-Q. Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to those rules and regulations. The condensed consolidated balance sheet as of December 31, 2014 included in this report has been derived from the audited consolidated financial statements included in our Annual Report on Form 10-K. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual audited consolidated financial statements and, in the opinion of management, reflect all adjustments that are necessary for a fair statement of the financial position, results of operations and cash flows for the periods presented. All such adjustments are of a normal and recurring nature. The unaudited interim condensed consolidated financial statements include the accounts of Vital Therapies, Inc. and its wholly-owned subsidiaries located in the United Kingdom (currently inactive) and China. All intercompany accounts and transactions have been eliminated in consolidation. We manage our operations as a single reportable segment for the purposes of assessing performance and making operating decisions. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with GAAP requires us to make certain estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates and assumptions. Cash and Cash Equivalents Cash and cash equivalents consist of cash and highly-liquid investments with original maturities of three months or less when acquired and are stated at cost, which approximates market value. Restricted Cash Restricted cash relates to amounts reserved for various clinical trial obligations and lease arrangements. Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants on the measurement date. Accounting guidance establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value: Level 1—Quoted prices in active markets for identical assets or liabilities. Our Level 1 assets consisted of money market funds for the periods presented. We had no Level 1 liabilities for any period presented. Level 2—Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets with insufficient volume or infrequent transactions (less active markets), or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated with observable market data for substantially the full term of the assets or liabilities. We had no Level 2 assets or liabilities for any period presented. Level 3—Unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of assets or liabilities. Historically, our Level 3 liabilities consisted of future purchase rights liabilities. We had no Level 3 assets or liabilities as of September 30, 2015 or December 31, 2014 . We estimated the fair value of the future purchase rights using a binomial lattice model depending on the underlying attributes of the future purchase rights, as applicable. See “Future Purchase Rights Liabilities” below. We recognize transfers into and out of levels within the fair value hierarchy at the end of the reporting period in which the actual event or change in circumstances that caused the transfer occurs. The carrying value of cash and cash equivalents, restricted cash, other current assets and prepaid expenses, accounts payable, and accrued expenses approximates fair value due to the short period of time to maturity. Property and Equipment, Depreciation and Amortization Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the assets (generally three to five years). Leasehold improvements are stated at cost and amortized on a straight-line basis over the lesser of the remaining term of the related lease or the estimated useful lives of the assets. Construction in progress is not depreciated until the underlying asset is available to be placed in service. Repairs and maintenance costs are charged to expense as incurred. Impairment of Long-Lived Assets Long-lived assets consist primarily of property and equipment. An impairment loss is recorded if and when events and circumstances indicate that assets might be impaired and the undiscounted cash flows estimated to be generated by those assets are less than the carrying amount of those assets. While our current and historical operating losses and negative cash flows are indicators of impairment, we believe that our expected future cash flows to be received support the carrying value of our long-lived assets and, accordingly, have not recognized any impairment losses through September 30, 2015 . Future Purchase Rights Liabilities In September 2012, we entered into a senior preferred stock purchase agreement pursuant to which we granted the investors the right to purchase additional shares of senior preferred stock. These future purchase rights liabilities were initially recorded at their estimated fair value on the date of issuance as a discount on the underlying preferred stock and were re-measured to reflect changes in the estimated fair value at each reporting date, with any decrease or increase in the estimated fair value being recorded as other income or expense, respectively. The fair value of these liabilities was estimated using a binomial lattice model that was based on the characteristics of the common and preferred stock on the valuation date, probabilities related to our operations and clinical development, as well as assumptions for volatility, remaining expected life, risk-free interest rate and, in some cases, credit spread. Changes in the fair value of the future purchase rights liabilities fluctuated in conjunction with increases or decreases in the implied fair value of our common stock, and the number of preferred and common shares and future purchase rights outstanding relative to our enterprise value at each reporting date. In April 2014, the remaining future purchase rights terminated upon the conversion of all senior preferred stock to common stock in conjunction with our initial public offering, or IPO, with the remaining balance of the future purchase rights liabilities recorded as other income in our statement of operations for the applicable period. Research and Development Research and development costs consist primarily of employee-related expenses, costs of contractors, clinical trial sites and contract research organizations engaged in the development of the ELAD System, costs related to our investigation of the mechanism of action of the ELAD System, expenses associated with obtaining regulatory approvals, and the cost of acquiring and manufacturing clinical trial materials. All research and development costs are expensed as incurred. Stock-Based Compensation We measure and recognize compensation expense for all stock-based payments made to employees and directors based on estimated fair value, net of an estimated forfeiture rate, and to consultants based on estimated fair value. Currently, our stock-based awards consist only of stock options; however, future grants under our equity compensation plan may also consist of shares of restricted stock, restricted stock units, stock appreciation rights, performance awards and performance units. We estimate the fair value of stock options granted using the Black-Scholes-Merton, or BSM, option pricing model, which requires the use of estimates. We recognize stock-based compensation cost for employees and directors on a straight-line basis over the requisite service period of the award. Stock-based compensation expense is recognized only for those awards that are ultimately expected to vest. We estimate forfeitures based on an analysis of our historical employee turnover and will continue to evaluate the appropriateness of the forfeiture rate based on actual forfeiture experience, analysis of employee turnover and other factors. We will revise the forfeiture estimate, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Changes in forfeiture estimates, which have not been material to date, impact compensation cost in the period in which the change in estimate occurs. The fair value of options granted to consultants is estimated using the BSM option pricing model and is re-measured at each reporting date with changes in fair value recognized as expense in the consolidated statements of operations. The BSM option pricing model requires the input of highly subjective assumptions, including the risk-free interest rate, the expected dividend yield of our common stock, the expected volatility of the price of our common stock, and the expected term of the option. These estimates involve inherent uncertainties and the application of management’s judgment. If factors change and different assumptions are used, our stock-based compensation expense could be materially different in the future. These assumptions are estimated as follows: Risk-free Interest Rate We base the risk-free interest rate assumption on zero-coupon U.S. treasury instruments appropriate for the expected term of the stock option grants. Expected Dividend Yield We base the expected dividend yield assumption on the fact that we have never paid cash dividends and have no present intention to pay cash dividends. Consequently, we used an expected dividend yield of zero . Expected Volatility The expected stock price volatility for our common stock is estimated based on volatilities of a peer group of similar publicly-traded, biotechnology companies by taking the average historic price volatility for the peers for a period equivalent to the expected term of the stock option grants. We do not use our average historic price volatility as we have only been a publicly-traded company since April 2014. Expected Term The expected term represents the period of time that options are expected to be outstanding. As we do not have sufficient historical experience for determining the expected term of the stock option awards granted we have determined the expected life assumption using either the simplified method, which is an average of the contractual term of the option and its ordinary vesting period, or the comparable average expected term utilizing those companies in the peer group as noted above. Common Stock Valuation Due to the absence of a public market trading our common stock prior to the completion of our IPO in April 2014, it was necessary for us to estimate the fair value of the common stock underlying our stock-based awards when performing fair value calculations using the BSM option pricing model. The fair value of the common stock underlying our stock-based awards was assessed by our board of directors. All options to purchase shares of our common stock have been granted with an exercise price per share no less than the fair value per share of our common stock underlying those options on the date of grant. In the absence of a public trading market for our common stock, we determined the estimated fair value of our common stock using methodologies, approaches and assumptions consistent with the American Institute of Certified Public Accountants Audit and Accounting Practice Aid Series: Valuation of Privately Held Company Equity Securities Issued as Compensation . Subsequent to our IPO, the fair value of our common stock is based on the grant date closing market price of our common stock. Leases We lease all of our office space and enter into various other operating lease agreements in conducting our business. At the inception of each lease, we evaluate the lease agreement to determine whether the lease is an operating or capital lease. Some of our lease agreements may contain renewal options, tenant improvement allowances, rent holidays or rent escalation clauses. When such items are included in a lease agreement, we record a deferred rent asset or liability equal to the difference between the rent expense and future minimum lease payments due. The rent expense related to operating leases is recognized on a straight-line basis in the statements of operations over the term of each lease. In cases where our lessor grants us leasehold improvement allowances that reduce our rent expense, we capitalize the improvements as incurred and recognize deferred rent, which is amortized over the shorter of the lease term or the expected useful life of the improvements. Comprehensive Loss Comprehensive loss is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources and has been reflected as a separate component of stockholders’ equity in the accompanying condensed consolidated balance sheets. Foreign Currency Translation and Transactions The functional currency of each of our subsidiaries in the United Kingdom (currently inactive) and China is the local currency. Assets and liabilities of the subsidiaries are translated at the rate of exchange at the balance sheet date. Expenses are translated at the average rate of exchange rates in effect during the reporting period. Gains and losses resulting from foreign currency translation are included in accumulated other comprehensive loss in the accompanying condensed consolidated balance sheets. Gains and losses resulting from foreign currency transactions are included in the condensed consolidated statements of operations, which to date have not been significant. Income Taxes We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the condensed consolidated financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. We recognize net deferred tax assets to the extent we believe these assets are more likely than not to be realized. In making such a determination, management considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If management determines that we would be able to realize our deferred tax assets in the future in excess of their net recorded amount, management would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. As of September 30, 2015 and December 31, 2014 , we maintained a full valuation allowance against our entire balance of deferred tax assets. We record uncertain tax positions in accordance with Accounting Standards Codification, or ASC, 740 on the basis of a two-step process whereby (1) management determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, management recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. We recognize interest and penalties related to unrecognized tax benefits, if any, within income tax expense, and any accrued interest and penalties are included within the related tax liability line. Net Loss Per Share Basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding for the period, without consideration for common stock equivalents. Excluded from the weighted-average number of shares outstanding are shares that have been issued upon the early exercise of stock options and are subject to future vesting, which was a total of 28,361 and 29,622 shares as of September 30, 2015 and 2014 , respectively. Diluted net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding for the period determined using the treasury-stock method. Common stock equivalents are comprised of redeemable convertible preferred stock, warrants for the purchase of common stock, and options outstanding under our stock option plan. For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding due to our net loss position. Potentially dilutive securities not included in the calculation of diluted net loss per share attributable to common stockholders because to do so would be anti-dilutive are as follows: As of September 30, 2015 2014 Options to purchase common stock 3,084,891 3,263,733 Warrants to purchase common stock 250,646 250,646 Recently Issued Accounting Standards In August 2014, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, No. 2014-15, “ Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, ” or ASU 2014-15. ASU 2014-15 will require management to assess, at each annual and interim reporting period, the entity’s ability to continue as a going concern. The amendments in ASU 2014-15 do not have any application to an entity’s financial statements, but only to disclosure in the related notes. ASU 2014-15 is effective for annual periods ending after December 15, 2016, and early application is permitted. We intend to apply ASU 2014-15 beginning with the first quarter of fiscal year 2016. |
Other Financial Information
Other Financial Information | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Other Financial Information | Other Financial Information Property and Equipment Property and equipment, leasehold improvements, and related accumulated depreciation and amortization were as follows (in thousands): September 30, December 31, Manufacturing and laboratory equipment $ 3,476 $ 3,177 Leasehold improvements 3,384 3,367 Clinical equipment 2,408 2,115 Computer equipment and software 134 152 Office furniture and equipment 136 113 Construction in progress 2,308 922 11,846 9,846 Less: accumulated depreciation and amortization (7,683 ) (6,778 ) Total $ 4,163 $ 3,068 Depreciation and amortization expense was $325,000 and $310,000 for the three months ended September 30, 2015 and 2014 , respectively, and $947,000 and $853,000 for the nine months ended September 30, 2015 and 2014 , respectively. Accrued Expenses Accrued expenses consist of (in thousands): September 30, December 31, Accrued clinical and related costs $ 5,424 $ 6,072 Accrued compensation and related taxes 1,473 2,554 Accrued other 483 249 Total $ 7,380 $ 8,875 As a result of the completion of our VTI-208 clinical trial and the discontinuation of our VTI-210 clinical trial during the third quarter of 2015, we gained access to subject-specific information in estimating the accruals for those clinical trials. This enabled us to further analyze our clinical trial accrual against the actual services performed and to adjust our clinical trial accrual based on such information. As a result of this analysis, we reduced our clinical trial accrual as of September 30, 2015 and reduced research and development expense for the three and nine months ended September 30, 2015 by $750,000 . |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Operating Leases We lease office, manufacturing and research and development facilities, and equipment under various non-cancellable operating lease agreements into 2017 . Facility leases generally provide for periodic rent increases and many contain escalation clauses and renewal options. Certain leases require us to pay property taxes and routine maintenance. Total rent, property taxes and routine maintenance expense under our operating leases was $223,000 and $217,000 for the three months ended September 30, 2015 and 2014 , respectively, and $692,000 and $652,000 for the nine months ended September 30, 2015 and 2014 , respectively. We recognize rent expense for our facility operating leases on a straight-line basis. We account for the difference between the minimum lease payments and the straight-line amount as deferred rent. Current and long-term deferred rent totaled $137,000 and $146,000 at September 30, 2015 , and $126,000 and $241,000 at December 31, 2014 , respectively. Legal Proceedings We are not currently a party to any litigation, nor are we aware of any pending or threatened litigation against us that we believe would materially affect our business, operating results, financial condition or cash flows. Our industry is characterized by frequent claims and litigation, including claims regarding patent and other intellectual property rights, as well as for product liability. As a result, in the future, we may be involved in various legal proceedings from time to time. |
Fair Value
Fair Value | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value | Fair Value The following fair value hierarchy tables present information about each major category of our financial assets and liabilities measured at fair value on a recurring basis (in thousands): Fair Value Measurement at September 30, 2015 Fair Value Level 1 Level 2 Level 3 Assets Money market funds $ 57,627 $ 57,627 $ — $ — Fair Value Measurement at December 31, 2014 Fair Value Level 1 Level 2 Level 3 Assets Money market funds $ 101,592 $ 101,592 $ — $ — There were no liabilities measured at fair value on a recurring basis as of September 30, 2015 or as of December 31, 2014 . We report the change in fair value during each period as a non-operating gain or loss. There were no transfers between Level 1, Level 2 or Level 3 for our assets during the nine months ended September 30, 2015 . |
Convertible Preferred Stock and
Convertible Preferred Stock and Warrants | 9 Months Ended |
Sep. 30, 2015 | |
Text Block [Abstract] | |
Convertible Preferred Stock and Warrants | Convertible Preferred Stock and Warrants Redeemable Convertible Preferred Stock As a result of our IPO in April 2014, all of our outstanding junior and senior preferred stock was converted into common stock on a one -to-one basis. In conjunction with certain sales of our senior preferred stock, we had recorded beneficial conversion amounts associated with the rights of the holders of such preferred stock to convert their preferred stock to common stock. These beneficial conversion amounts were recorded as an offset to additional paid-in capital and were being amortized as a deemed dividend over the redemption period using an effective interest rate method. For the nine months ended September 30, 2014 , $4.4 million was recognized as an accretion to the redemption value of the redeemable convertible preferred stock and $4.7 million was recognized as a deemed dividend. Warrants Warrants outstanding and exercisable for 250,646 shares of common stock as of September 30, 2015 have a weighted-average exercise price of $95.21 and expire between February 2016 and September 2019 . |
Common Stock
Common Stock | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Common Stock | Common Stock Stock Reserved for Future Issuance Shares reserved for future issuance at September 30, 2015 are as follows: Number of Shares Common stock options outstanding 3,084,891 Common stock options available for future grant 1,057,080 Common stock warrants 250,646 Total common shares reserved for future issuance 4,392,617 Shelf Registration Statement In May 2015, we filed a shelf registration statement on Form S-3, which was declared effective by the SEC on May 26, 2015. The shelf registration statement permits: (i) the offering, issuance and sale by us of up to a maximum aggregate offering price of $200.0 million of common stock, preferred stock, warrants, debt securities, and/or units in one or more offerings and in any combination; (ii) sales of up to 2.5 million shares of common stock by certain selling stockholders; and (iii) the offering, issuance and sale by us of up to a maximum aggregate offering price of $75.0 million of our common stock that may be issued and sold under an “at-the-market” sales agreement with Cantor Fitzgerald & Co. The common stock that may be offered, issued and sold under the “at-the-market” sales agreement is included in the $200.0 million that may be offered, issued and sold under the shelf registration statement. As of September 30, 2015 , no securities registered pursuant to the shelf registration statement have been sold by us or any selling stockholder. See Note 10, Subsequent Events, for additional information. |
Stock Compensation Plans
Stock Compensation Plans | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Compensation Plans | Stock Compensation Plans Equity Incentive Plans Our 2014 Equity Incentive Plan, or the 2014 Plan, became effective in April 2014 and replaced our 2012 Stock Option Plan, or the 2012 Plan, with respect to future awards. The 2014 Plan provides for the grant of stock options, restricted stock, restricted stock units, stock appreciation rights, performance awards and performance units to employees, directors, and consultants. As of September 30, 2015, option grants under the 2014 Plan generally have a ten -year term and vest over four years. Shares available for grant under the 2014 Plan include any shares remaining available or becoming available in the future under the 2012 Plan due to cancellation or forfeiture. In addition, the 2014 Plan provides for annual increases in the number of shares available for issuance thereunder beginning upon its effective date in April 2014, and on each annual anniversary, equal to the lower of: • 1,200,000 shares of our common stock; • 3% of the outstanding shares of our common stock on the second-to-the-last day prior to each anniversary date of the effectiveness date of our IPO; or • an amount as our board of directors may determine. Pursuant to such provisions, the number of shares available for issuance under the 2014 Plan was increased by 720,369 shares effective April 16, 2015. Shares available for grant under the 2014 Plan totaled 1,057,080 shares as of September 30, 2015 . Our 2012 Plan provided for the grant of stock options, restricted stock, restricted stock units, stock purchase rights, and performance awards to employees, directors, and consultants. Option grants under the 2012 Plan generally have a ten -year term, vest over four years and are exercisable immediately, subject to a repurchase right that lapses as the options vest. As of September 30, 2015 , options for the purchase of 74,970 shares of our common stock had been exercised prior to vesting, of which 28,361 were unvested and subject to repurchase. During the nine months ended September 30, 2015 , options for the purchase of 19,454 shares of our common stock were exercised prior to vesting increasing our repurchase liability by $8,000 , and 15,537 shares vested resulting in a decrease in the repurchase liability of $78,000 . We have not repurchased any shares related to these early exercises for which our repurchase liability was $54,000 as of September 30, 2015 . The following table summarizes stock option activity: Options Weighted- Weighted- Aggregate Outstanding as of January 1, 2015 3,210,693 $ 7.54 Granted 195,290 $ 21.96 Exercised (162,894 ) $ 1.68 Forfeited or expired (158,198 ) $ 12.06 Outstanding as of September 30, 2015 3,084,891 $ 8.53 7.34 $ 1,545,386 Options vested and expected to vest as of September 30, 2015 3,038,336 $ 8.41 7.31 $ 1,544,310 Options exercisable as of September 30, 2015 2,787,059 $ 7.17 7.12 $ 1,545,386 Stock-Based Compensation Expense The weighted-average grant date fair value of stock options granted during the nine months ended September 30, 2015 and 2014 was $15.35 and $11.08 , respectively. The following are the ranges of underlying assumptions used in the BSM option pricing model to determine the fair value of stock options granted to employee and to non-employees: Nine Months Ended September 30, 2015 2014 Employees: Risk-free interest rate 1.76% - 1.85% 1.60% - 1.88% Expected dividend yield 0% 0% Expected volatility 74.1% - 92.2% 81.0% - 85.0% Expected term of options (years) 5.9 - 6.0 6.0 Fair value of common stock $18.87 - $26.71 $7.55 - $24.04 Non-employees: Risk-free interest rate 0.10% - 1.56% 0.11% - 1.20% Expected dividend yield 0% 0% Expected volatility 56.2% - 92.6% 73.0% - 85.0% Expected term of options (years) 0.3 - 6.0 1.0 - 4.0 Fair value of common stock $4.04 - $25.01 $11.31 - $27.24 Valuation Analyses Due to our management’s and board of directors’ decision to pursue an IPO, coupled with our belief that we could reasonably estimate the form and timing of potential liquidity events, we utilized a Probability Weighted Expected Return Method, or PWERM, to determine the fair value of our common stock in the first quarter of 2014, prior to our IPO. Under this method, the implied fair value of our common stock was estimated based upon an analysis of future values assuming various outcomes. The value was based on the probability-weighted present value of expected future investment returns considering each of the possible outcomes available to us as well as the rights of each share class. The possible outcomes considered were based upon an analysis of future scenarios as described below: • closing of an IPO; • sale to a strategic acquirer; • continuation as a private company with a subsequent liquidation event; and • dissolution. Critical assumptions required to perform the PWERM include the following: • Scenarios: Expected future events were identified. • Scenario probabilities: Estimates of the probability of occurrence of each event were identified. • Valuation: Expected future values under each scenario were estimated. • Timing: Expected timing to the event under each scenario was estimated. • Risk adjusted discount rates: Risk-adjusted discount rates were selected for each equity class based on the rights and preferences of each equity class and market data. • Discounts: Appropriate minority or marketability discounts, if any, required to estimate the per share value of the various equity classes were determined. In determining the implied fair value of our common stock in the IPO scenario, we assumed that the preferred stock then outstanding would be converted into common stock. In allocating value to our common stock in the merger or sale scenario, we first allocated to our outstanding shares of preferred stock the greater of the liquidation preference of the preferred stock and the amount that would have been payable had all such shares of preferred stock been converted to common stock. There is inherent uncertainty in these estimates and, if we had made different assumptions, the fair value of the underlying common stock and amount of our stock-based compensation expense, net loss and net loss per share amounts would have differed. February 12, 2014 Valuation Analysis Our analysis considered the following probability-weighted scenarios: Scenario Weight IPO by May 15, 2014 25% Sale by September 30, 2015 10% Private company 50% Dissolution 15% A discount for lack of marketability was applied for common stockholders of 8% , 20% and 28% for the IPO, sale and private company scenarios, respectively, which resulted in an implied fair value of $7.55 per share. The increase in fair value of our common stock from December 31, 2013 of $5.93 per share was primarily related to the increase in likelihood of an IPO scenario based on progress toward a public offering, coupled with a slight decrease in discount for lack of marketability for the IPO and sale scenarios. These were partially offset by dilution from the issuance of additional shares of our senior redeemable convertible preferred stock in January 2014. March 31, 2014 Valuation Analysis Our analysis considered the following probability-weighted scenarios: Scenario Weight IPO by April 15, 2014 65% Sale by September 30, 2015 10% Private company 15% Dissolution 10% A discount for lack of marketability was applied for common stockholders of 2% , 17% and 27% for the IPO, sale and private company scenarios, respectively, which resulted in an implied fair value of $11.30 per share. The increase in fair value of our common stock from December 31, 2013 and February 12, 2014, was related to the increase in likelihood of an IPO scenario as significant progress had been completed toward a public offering and the decrease in discount for lack of marketability for the IPO scenario that reflected the proximity to the projected time to liquidity. These were slightly offset by dilution from the issuance of additional shares of our senior redeemable convertible preferred stock in January and February 2014. Total stock-based compensation expense for all stock awards recognized in our condensed consolidated statements of operations is as follows (in thousands): Three Months Nine Months 2015 2014 2015 2014 Employees: Research and development $ 529 $ 194 $ 1,080 $ 517 General and administrative 537 238 1,405 642 Total $ 1,066 $ 432 $ 2,485 $ 1,159 Non-employees: Research and development $ 31 $ 211 $ 372 $ 572 General and administrative 46 14 86 34 Total $ 77 $ 225 $ 458 $ 606 As of September 30, 2015 , there was $5.5 million and $92,000 of total compensation cost related to unvested employee and non-employee stock option awards, respectively, not yet recognized. The fair value of the non-employee stock options is re-measured at each reporting date and, accordingly, recognized expense will change, primarily with changes in the market value of our common stock. Stock-based compensation expense for employee and non-employee stock option awards is expected to be recognized over a remaining weighted-average vesting period of 1.7 years and 1.8 years, respectively. |
Reduction in Staff
Reduction in Staff | 9 Months Ended |
Sep. 30, 2015 | |
Restructuring and Related Activities [Abstract] | |
Reduction in Staff | Reduction in Staff In September 2015, we announced a staff reduction plan in order to reduce operating expenses and to conserve cash resources. The plan will reduce our workforce by approximately 30% . As a result, we estimate in total we will incur approximately $910,000 in costs related to severance benefits for the affected employees, including severance payments, limited reimbursement of medical insurance premiums, outplacement services and an extension of the post-termination option exercise period for the vested portion of the affected employees’ outstanding stock options. Each affected employee’s eligibility for the severance benefits is contingent upon such employee’s execution (and no revocation) of a separation agreement, which includes a general release of claims against the Company. The staff reduction plan is expected to be completed by the end of 2015. Of the $910,000 in costs recognized related to the staff reduction plan, which includes non-cash stock-based compensation costs of approximately $303,000 for the extension of the post-termination option exercise period, $682,000 and $228,000 have been charged to research and development and general and administrative expenses, respectively, in our condensed consolidated statements of operations for the three and nine months ended September 30, 2015 . During the three months ended September 30, 2015 , we paid $372,000 in severance benefits to separating employees related to the staff reduction plan. At September 30, 2015 , unpaid severance costs of $235,000 are included in other current liabilities in the condensed consolidated balance sheet and are expected to be paid by the end of 2015. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events In October 2015, we completed an underwritten public offering of 6,272,727 shares of our common stock, which includes an additional 818,181 shares of our common stock sold upon full exercise of the underwriter’s option to purchase additional shares of common stock, at a price to the public of $5.50 per share. The estimated net proceeds to us from the follow-on offering were approximately $32.0 million , after deducting underwriting discounts and commissions of $2.1 million and estimated offering expenses of approximately $400,000 . Also in October, 2015, our board of directors (the “Board”) approved grants of up to a total of 742,168 performance-based stock options to certain employees and consultants under the 2014 Plan. The stock options will fully vest on the third anniversary of the grant date if (i) the Company’s new proposed clinical trial has achieved statistical significance in its primary efficacy endpoint and (ii) the participant is a continuing service provider through the third anniversary of the grant date (as such terms are defined in the 2014 Plan). Vesting of the performance-based stock options will not be accelerated if the performance goal is achieved in less than three years. The performance-based stock options granted to date have exercise prices ranging from $4.57 to $5.15 per share, the closing sales price of our common stock on the grant dates, and expire ten years from the grant date (or earlier in accordance with the terms of the 2014 Plan and the related stock option agreement). |
Description of Business and B17
Description of Business and Basis of Financial Statements (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Unaudited Interim Financial Information | Unaudited Interim Financial Information The results for the three and nine months ended September 30, 2015 are not necessarily indicative of results to be expected for the year ending December 31, 2015 , any other interim or any future year or period. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2014 , included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission, or SEC, on March 20, 2015. |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles, or GAAP, and the rules and regulations of the SEC related to a quarterly report on Form 10-Q. Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to those rules and regulations. The condensed consolidated balance sheet as of December 31, 2014 included in this report has been derived from the audited consolidated financial statements included in our Annual Report on Form 10-K. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual audited consolidated financial statements and, in the opinion of management, reflect all adjustments that are necessary for a fair statement of the financial position, results of operations and cash flows for the periods presented. All such adjustments are of a normal and recurring nature. The unaudited interim condensed consolidated financial statements include the accounts of Vital Therapies, Inc. and its wholly-owned subsidiaries located in the United Kingdom (currently inactive) and China. All intercompany accounts and transactions have been eliminated in consolidation. We manage our operations as a single reportable segment for the purposes of assessing performance and making operating decisions. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires us to make certain estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates and assumptions. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of cash and highly-liquid investments with original maturities of three months or less when acquired and are stated at cost, which approximates market value. |
Restricted Cash | Restricted Cash Restricted cash relates to amounts reserved for various clinical trial obligations and lease arrangements. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants on the measurement date. Accounting guidance establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value: Level 1—Quoted prices in active markets for identical assets or liabilities. Our Level 1 assets consisted of money market funds for the periods presented. We had no Level 1 liabilities for any period presented. Level 2—Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets with insufficient volume or infrequent transactions (less active markets), or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated with observable market data for substantially the full term of the assets or liabilities. We had no Level 2 assets or liabilities for any period presented. Level 3—Unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of assets or liabilities. Historically, our Level 3 liabilities consisted of future purchase rights liabilities. We had no Level 3 assets or liabilities as of September 30, 2015 or December 31, 2014 . We estimated the fair value of the future purchase rights using a binomial lattice model depending on the underlying attributes of the future purchase rights, as applicable. See “Future Purchase Rights Liabilities” below. We recognize transfers into and out of levels within the fair value hierarchy at the end of the reporting period in which the actual event or change in circumstances that caused the transfer occurs. The carrying value of cash and cash equivalents, restricted cash, other current assets and prepaid expenses, accounts payable, and accrued expenses approximates fair value due to the short period of time to maturity. |
Property and Equipment, Depreciation and Amortization | Property and Equipment, Depreciation and Amortization Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the assets (generally three to five years). Leasehold improvements are stated at cost and amortized on a straight-line basis over the lesser of the remaining term of the related lease or the estimated useful lives of the assets. Construction in progress is not depreciated until the underlying asset is available to be placed in service. Repairs and maintenance costs are charged to expense as incurred. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets consist primarily of property and equipment. An impairment loss is recorded if and when events and circumstances indicate that assets might be impaired and the undiscounted cash flows estimated to be generated by those assets are less than the carrying amount of those assets. While our current and historical operating losses and negative cash flows are indicators of impairment, we believe that our expected future cash flows to be received support the carrying value of our long-lived assets and, accordingly, have not recognized any impairment losses through September 30, 2015 . |
Future Purchase Rights Liabilities | Future Purchase Rights Liabilities In September 2012, we entered into a senior preferred stock purchase agreement pursuant to which we granted the investors the right to purchase additional shares of senior preferred stock. These future purchase rights liabilities were initially recorded at their estimated fair value on the date of issuance as a discount on the underlying preferred stock and were re-measured to reflect changes in the estimated fair value at each reporting date, with any decrease or increase in the estimated fair value being recorded as other income or expense, respectively. The fair value of these liabilities was estimated using a binomial lattice model that was based on the characteristics of the common and preferred stock on the valuation date, probabilities related to our operations and clinical development, as well as assumptions for volatility, remaining expected life, risk-free interest rate and, in some cases, credit spread. Changes in the fair value of the future purchase rights liabilities fluctuated in conjunction with increases or decreases in the implied fair value of our common stock, and the number of preferred and common shares and future purchase rights outstanding relative to our enterprise value at each reporting date. In April 2014, the remaining future purchase rights terminated upon the conversion of all senior preferred stock to common stock in conjunction with our initial public offering, or IPO, with the remaining balance of the future purchase rights liabilities recorded as other income in our statement of operations for the applicable period. |
Research and Development | Research and Development Research and development costs consist primarily of employee-related expenses, costs of contractors, clinical trial sites and contract research organizations engaged in the development of the ELAD System, costs related to our investigation of the mechanism of action of the ELAD System, expenses associated with obtaining regulatory approvals, and the cost of acquiring and manufacturing clinical trial materials. All research and development costs are expensed as incurred. |
Stock-Based Compensation | Stock-Based Compensation We measure and recognize compensation expense for all stock-based payments made to employees and directors based on estimated fair value, net of an estimated forfeiture rate, and to consultants based on estimated fair value. Currently, our stock-based awards consist only of stock options; however, future grants under our equity compensation plan may also consist of shares of restricted stock, restricted stock units, stock appreciation rights, performance awards and performance units. We estimate the fair value of stock options granted using the Black-Scholes-Merton, or BSM, option pricing model, which requires the use of estimates. We recognize stock-based compensation cost for employees and directors on a straight-line basis over the requisite service period of the award. Stock-based compensation expense is recognized only for those awards that are ultimately expected to vest. We estimate forfeitures based on an analysis of our historical employee turnover and will continue to evaluate the appropriateness of the forfeiture rate based on actual forfeiture experience, analysis of employee turnover and other factors. We will revise the forfeiture estimate, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Changes in forfeiture estimates, which have not been material to date, impact compensation cost in the period in which the change in estimate occurs. The fair value of options granted to consultants is estimated using the BSM option pricing model and is re-measured at each reporting date with changes in fair value recognized as expense in the consolidated statements of operations. The BSM option pricing model requires the input of highly subjective assumptions, including the risk-free interest rate, the expected dividend yield of our common stock, the expected volatility of the price of our common stock, and the expected term of the option. These estimates involve inherent uncertainties and the application of management’s judgment. If factors change and different assumptions are used, our stock-based compensation expense could be materially different in the future. These assumptions are estimated as follows: Risk-free Interest Rate We base the risk-free interest rate assumption on zero-coupon U.S. treasury instruments appropriate for the expected term of the stock option grants. Expected Dividend Yield We base the expected dividend yield assumption on the fact that we have never paid cash dividends and have no present intention to pay cash dividends. Consequently, we used an expected dividend yield of zero . Expected Volatility The expected stock price volatility for our common stock is estimated based on volatilities of a peer group of similar publicly-traded, biotechnology companies by taking the average historic price volatility for the peers for a period equivalent to the expected term of the stock option grants. We do not use our average historic price volatility as we have only been a publicly-traded company since April 2014. Expected Term The expected term represents the period of time that options are expected to be outstanding. As we do not have sufficient historical experience for determining the expected term of the stock option awards granted we have determined the expected life assumption using either the simplified method, which is an average of the contractual term of the option and its ordinary vesting period, or the comparable average expected term utilizing those companies in the peer group as noted above. Common Stock Valuation Due to the absence of a public market trading our common stock prior to the completion of our IPO in April 2014, it was necessary for us to estimate the fair value of the common stock underlying our stock-based awards when performing fair value calculations using the BSM option pricing model. The fair value of the common stock underlying our stock-based awards was assessed by our board of directors. All options to purchase shares of our common stock have been granted with an exercise price per share no less than the fair value per share of our common stock underlying those options on the date of grant. In the absence of a public trading market for our common stock, we determined the estimated fair value of our common stock using methodologies, approaches and assumptions consistent with the American Institute of Certified Public Accountants Audit and Accounting Practice Aid Series: Valuation of Privately Held Company Equity Securities Issued as Compensation . Subsequent to our IPO, the fair value of our common stock is based on the grant date closing market price of our common stock. |
Leases | Leases We lease all of our office space and enter into various other operating lease agreements in conducting our business. At the inception of each lease, we evaluate the lease agreement to determine whether the lease is an operating or capital lease. Some of our lease agreements may contain renewal options, tenant improvement allowances, rent holidays or rent escalation clauses. When such items are included in a lease agreement, we record a deferred rent asset or liability equal to the difference between the rent expense and future minimum lease payments due. The rent expense related to operating leases is recognized on a straight-line basis in the statements of operations over the term of each lease. In cases where our lessor grants us leasehold improvement allowances that reduce our rent expense, we capitalize the improvements as incurred and recognize deferred rent, which is amortized over the shorter of the lease term or the expected useful life of the improvements. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources and has been reflected as a separate component of stockholders’ equity in the accompanying condensed consolidated balance sheets. |
Foreign Currency Translation and Transactions | Foreign Currency Translation and Transactions The functional currency of each of our subsidiaries in the United Kingdom (currently inactive) and China is the local currency. Assets and liabilities of the subsidiaries are translated at the rate of exchange at the balance sheet date. Expenses are translated at the average rate of exchange rates in effect during the reporting period. Gains and losses resulting from foreign currency translation are included in accumulated other comprehensive loss in the accompanying condensed consolidated balance sheets. Gains and losses resulting from foreign currency transactions are included in the condensed consolidated statements of operations, which to date have not been significant. |
Income Taxes | Income Taxes We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the condensed consolidated financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. We recognize net deferred tax assets to the extent we believe these assets are more likely than not to be realized. In making such a determination, management considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If management determines that we would be able to realize our deferred tax assets in the future in excess of their net recorded amount, management would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. As of September 30, 2015 and December 31, 2014 , we maintained a full valuation allowance against our entire balance of deferred tax assets. We record uncertain tax positions in accordance with Accounting Standards Codification, or ASC, 740 on the basis of a two-step process whereby (1) management determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, management recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. We recognize interest and penalties related to unrecognized tax benefits, if any, within income tax expense, and any accrued interest and penalties are included within the related tax liability line. |
Net Loss Per Share | Net Loss Per Share Basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding for the period, without consideration for common stock equivalents. Excluded from the weighted-average number of shares outstanding are shares that have been issued upon the early exercise of stock options and are subject to future vesting, which was a total of 28,361 and 29,622 shares as of September 30, 2015 and 2014 , respectively. Diluted net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding for the period determined using the treasury-stock method. Common stock equivalents are comprised of redeemable convertible preferred stock, warrants for the purchase of common stock, and options outstanding under our stock option plan. For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding due to our net loss position. Potentially dilutive securities not included in the calculation of diluted net loss per share attributable to common stockholders because to do so would be anti-dilutive are as follows: As of September 30, 2015 2014 Options to purchase common stock 3,084,891 3,263,733 Warrants to purchase common stock 250,646 250,646 |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In August 2014, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, No. 2014-15, “ Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, ” or ASU 2014-15. ASU 2014-15 will require management to assess, at each annual and interim reporting period, the entity’s ability to continue as a going concern. The amendments in ASU 2014-15 do not have any application to an entity’s financial statements, but only to disclosure in the related notes. ASU 2014-15 is effective for annual periods ending after December 15, 2016, and early application is permitted. We intend to apply ASU 2014-15 beginning with the first quarter of fiscal year 2016. |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Schedule of Potentially Dilutive Securities Not Included in Calculation of Diluted Net Loss per Share | Potentially dilutive securities not included in the calculation of diluted net loss per share attributable to common stockholders because to do so would be anti-dilutive are as follows: As of September 30, 2015 2014 Options to purchase common stock 3,084,891 3,263,733 Warrants to purchase common stock 250,646 250,646 |
Other Financial Information (Ta
Other Financial Information (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Property and Equipment, Leasehold Improvements, and Related Accumulated Depreciation and Amortization | Property and equipment, leasehold improvements, and related accumulated depreciation and amortization were as follows (in thousands): September 30, December 31, Manufacturing and laboratory equipment $ 3,476 $ 3,177 Leasehold improvements 3,384 3,367 Clinical equipment 2,408 2,115 Computer equipment and software 134 152 Office furniture and equipment 136 113 Construction in progress 2,308 922 11,846 9,846 Less: accumulated depreciation and amortization (7,683 ) (6,778 ) Total $ 4,163 $ 3,068 |
Schedule of Accrued Expenses | Accrued expenses consist of (in thousands): September 30, December 31, Accrued clinical and related costs $ 5,424 $ 6,072 Accrued compensation and related taxes 1,473 2,554 Accrued other 483 249 Total $ 7,380 $ 8,875 |
Fair Value (Tables)
Fair Value (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | The following fair value hierarchy tables present information about each major category of our financial assets and liabilities measured at fair value on a recurring basis (in thousands): Fair Value Measurement at September 30, 2015 Fair Value Level 1 Level 2 Level 3 Assets Money market funds $ 57,627 $ 57,627 $ — $ — Fair Value Measurement at December 31, 2014 Fair Value Level 1 Level 2 Level 3 Assets Money market funds $ 101,592 $ 101,592 $ — $ — |
Common Stock (Tables)
Common Stock (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Shares Reserved for Future Issuance | Shares reserved for future issuance at September 30, 2015 are as follows: Number of Shares Common stock options outstanding 3,084,891 Common stock options available for future grant 1,057,080 Common stock warrants 250,646 Total common shares reserved for future issuance 4,392,617 |
Stock Compensation Plans (Table
Stock Compensation Plans (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Stock Option Activity | The following table summarizes stock option activity: Options Weighted- Weighted- Aggregate Outstanding as of January 1, 2015 3,210,693 $ 7.54 Granted 195,290 $ 21.96 Exercised (162,894 ) $ 1.68 Forfeited or expired (158,198 ) $ 12.06 Outstanding as of September 30, 2015 3,084,891 $ 8.53 7.34 $ 1,545,386 Options vested and expected to vest as of September 30, 2015 3,038,336 $ 8.41 7.31 $ 1,544,310 Options exercisable as of September 30, 2015 2,787,059 $ 7.17 7.12 $ 1,545,386 |
Ranges of Underlying Assumptions Used in BSM Option Pricing Model to Determine Fair Value of Stock Options Granted to Employees and Nonemployees | The following are the ranges of underlying assumptions used in the BSM option pricing model to determine the fair value of stock options granted to employee and to non-employees: Nine Months Ended September 30, 2015 2014 Employees: Risk-free interest rate 1.76% - 1.85% 1.60% - 1.88% Expected dividend yield 0% 0% Expected volatility 74.1% - 92.2% 81.0% - 85.0% Expected term of options (years) 5.9 - 6.0 6.0 Fair value of common stock $18.87 - $26.71 $7.55 - $24.04 Non-employees: Risk-free interest rate 0.10% - 1.56% 0.11% - 1.20% Expected dividend yield 0% 0% Expected volatility 56.2% - 92.6% 73.0% - 85.0% Expected term of options (years) 0.3 - 6.0 1.0 - 4.0 Fair value of common stock $4.04 - $25.01 $11.31 - $27.24 |
Schedule of Stock-based Compensation Expense Valuation Analysis Probability-Weighted Scenarios | March 31, 2014 Valuation Analysis Our analysis considered the following probability-weighted scenarios: Scenario Weight IPO by April 15, 2014 65% Sale by September 30, 2015 10% Private company 15% Dissolution 10% February 12, 2014 Valuation Analysis Our analysis considered the following probability-weighted scenarios: Scenario Weight IPO by May 15, 2014 25% Sale by September 30, 2015 10% Private company 50% Dissolution 15% |
Schedule of Stock-based Compensation Expense for Stock Awards Recognized | Total stock-based compensation expense for all stock awards recognized in our condensed consolidated statements of operations is as follows (in thousands): Three Months Nine Months 2015 2014 2015 2014 Employees: Research and development $ 529 $ 194 $ 1,080 $ 517 General and administrative 537 238 1,405 642 Total $ 1,066 $ 432 $ 2,485 $ 1,159 Non-employees: Research and development $ 31 $ 211 $ 372 $ 572 General and administrative 46 14 86 34 Total $ 77 $ 225 $ 458 $ 606 |
Description of Business and B23
Description of Business and Basis of Financial Statements - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2015Segment | |
Accounting Policies [Abstract] | |
Number of reportable segment | 1 |
Summary of Significant Accoun24
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Summary Of Significant Accounting Policies [Line Items] | ||
Impairment losses | $ 0 | |
Expected dividend yield | 0.00% | |
Early Exercise of Stock Options [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Shares issued upon early exercise of stock options and are subject to future vesting | 28,361 | 29,622 |
Clinical Trials [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Reduction to research and development expense | $ 750,000 | |
Minimum [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Property and equipment, estimated useful lives | 3 years | |
Maximum [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Cash equivalents, highly-liquid investments maturity | 3 months | |
Property and equipment, estimated useful lives | 5 years |
Summary of Significant Accoun25
Summary of Significant Accounting Policies - Schedule of Potentially Dilutive Securities Not Included in Calculation of Diluted Net Loss per Share (Detail) - shares | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Options to Purchase Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities not included in the calculation of diluted net loss per share | 3,084,891 | 3,263,733 |
Warrants to Purchase Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities not included in the calculation of diluted net loss per share | 250,646 | 250,646 |
Other Financial Information - S
Other Financial Information - Schedule of Property and Equipment, Leasehold Improvements, and Related Accumulated Depreciation and Amortization (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 11,846 | $ 9,846 |
Less: accumulated depreciation and amortization | (7,683) | (6,778) |
Property and equipment, net | 4,163 | 3,068 |
Manufacturing and Laboratory Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 3,476 | 3,177 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 3,384 | 3,367 |
Clinical Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 2,408 | 2,115 |
Computer Equipment and Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 134 | 152 |
Office Furniture and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 136 | 113 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 2,308 | $ 922 |
Other Financial Information - A
Other Financial Information - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Change in Accounting Estimate [Line Items] | ||||
Depreciation and amortization expense | $ 325,000 | $ 310,000 | $ 947,000 | $ 853,000 |
Clinical Trials [Member] | ||||
Change in Accounting Estimate [Line Items] | ||||
Reduction to research and development expense | $ 750,000 |
Other Financial Information -28
Other Financial Information - Schedule of Accrued Expenses (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued clinical and related costs | $ 5,424 | $ 6,072 |
Accrued compensation and related taxes | 1,473 | 2,554 |
Accrued other | 483 | 249 |
Total | $ 7,380 | $ 8,875 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | |||||
Non-cancellable operating lease agreements, expiration year | 2,017 | ||||
Total rent, property taxes and routine maintenance expense under operating leases | $ 223 | $ 217 | $ 692 | $ 652 | |
Current deferred rent | 137 | 137 | $ 126 | ||
Long-term deferred rent | $ 146 | $ 146 | $ 241 |
Fair Value - Schedule of Financ
Fair Value - Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - Fair Value, Measurements, Recurring [Member] - Money Market Funds [Member] - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Assets | ||
Assets | $ 57,627 | $ 101,592 |
Level 1 [Member] | ||
Assets | ||
Assets | 57,627 | 101,592 |
Level 2 [Member] | ||
Assets | ||
Assets | 0 | 0 |
Level 3 [Member] | ||
Assets | ||
Assets | $ 0 | $ 0 |
Fair Value - Additional Informa
Fair Value - Additional Information (Detail) - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2014 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value transfers of assets between levels | $ 0 | |
Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | $ 0 | $ 0 |
Convertible Preferred Stock a32
Convertible Preferred Stock and Warrants - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Apr. 30, 2014 | |
Class of Stock [Line Items] | |||||
Preferred stock to common stock, conversion ratio | 1 | ||||
Issuance costs | $ 0 | $ 0 | $ 0 | $ 4,410 | |
Amortization of deemed dividend | $ 0 | $ 0 | $ 0 | 4,744 | |
Common stock warrants outstanding and exercisable (in shares) | 250,646 | 250,646 | |||
Weighted-average exercise per share (usd per share) | $ 95.21 | $ 95.21 | |||
Redeemable Convertible Preferred Stock (Senior) [Member] | |||||
Class of Stock [Line Items] | |||||
Preferred stock converted into common stock | All our outstanding junior and senior preferred stock was converted into common stock on a one-to-one basis. | ||||
Issuance costs | 4,410 | ||||
Amortization of deemed dividend | $ 4,722 | ||||
Minimum [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock warrants expiration period | Feb. 29, 2016 | ||||
Maximum [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock warrants expiration period | Sep. 30, 2019 |
Common Stock - Shares Reserved
Common Stock - Shares Reserved for Future Issuance (Detail) - shares | Sep. 30, 2015 | Dec. 31, 2014 |
Equity [Abstract] | ||
Common stock options outstanding | 3,084,891 | 3,210,693 |
Common stock options available for future grant | 1,057,080 | |
Common stock warrants | 250,646 | |
Total common shares reserved for future issuance | 4,392,617 |
Common Stock - Additional Infor
Common Stock - Additional Information (Detail) - USD ($) | Sep. 30, 2015 | May. 31, 2015 |
Equity [Abstract] | ||
Shelf registration, maximum aggregate offering price | $ 200,000,000 | |
Shelf registration, maximum common stock shares authorized | 2,500,000 | |
At-the-market sales agreement, maximum common stock shares authorized value | $ 75,000,000 | |
Sale of securities | $ 0 |
Stock Compensation Plans - Addi
Stock Compensation Plans - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Apr. 16, 2015 | Mar. 31, 2014 | Feb. 12, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares available for grant | 1,057,080 | |||||
Release of repurchase liability for shares vested | $ 70 | $ 78 | ||||
Weighted-average grant date fair value of stock options granted (usd per share) | $ 15.35 | $ 11.08 | ||||
Fair value of common stock (usd per share) | $ 11.30 | $ 7.55 | $ 5.93 | |||
Compensation cost related to unvested employee stock option awards | $ 5,500 | |||||
Remaining weighted-average vesting period | 1 year 8 months 27 days | |||||
IPO by April 15, 2014 [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Discount for lack of marketability | 2.00% | |||||
Private Company [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Discount for lack of marketability | 27.00% | 28.00% | ||||
IPO by May 15, 2014 [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Discount for lack of marketability | 8.00% | |||||
Non-Employees [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Compensation cost related to unvested employee stock option awards | $ 92 | |||||
Remaining weighted-average vesting period | 1 year 10 months 2 days | |||||
Sale [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Discount for lack of marketability | 17.00% | 20.00% | ||||
Two Thousand And Fourteen Equity Incentive Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Option grants under Equity Incentive Plans, term | 10 years | |||||
Option vesting under Equity Incentive Plans, term | 4 years | |||||
Shares of common stock for annual increase in shares available for issuance | 1,200,000 | |||||
Percentage of outstanding shares of common stock for annual increase in shares available for issuance | 3.00% | |||||
Increase in number of shares available for issuance | 720,369 | |||||
Shares available for grant | 1,057,080 | |||||
Two Thousand Twelve Stock Option Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Option grants under Equity Incentive Plans, term | 10 years | |||||
Option vesting under Equity Incentive Plans, term | 4 years | |||||
Common stock exercised | 74,970 | |||||
Unvested common stock options exercised in the period | 19,454 | |||||
Increase to repurchase liability in the period | $ 8 | |||||
Common stock options vested in the period | 15,537 | |||||
Release of repurchase liability for shares vested | $ 78 | |||||
Stock option repurchase liability | $ 54 |
Stock Compensation Plans - Summ
Stock Compensation Plans - Summary of Stock Option Activity (Detail) | 9 Months Ended |
Sep. 30, 2015USD ($)$ / sharesshares | |
Options (in shares) | |
Outstanding, Beginning balance | 3,210,693 |
Granted | 195,290 |
Exercised | (162,894) |
Forfeited or expired | (158,198) |
Outstanding, Ending balance | 3,084,891 |
Options vested and expected to vest, Ending balance (in shares) | 3,038,336 |
Options exercisable, Ending balance (in shares) | 2,787,059 |
Weighted-Average Exercise Price (usd per share) | |
Outstanding, Beginning balance | $ / shares | $ 7.54 |
Granted | $ / shares | 21.96 |
Exercised | $ / shares | 1.68 |
Forfeited or expired | $ / shares | 12.06 |
Outstanding, Ending balance | $ / shares | 8.53 |
Options vested and expected to vest, Weighted-Average Exercise Price, Ending balance (usd per share) | $ / shares | 8.41 |
Options exercisable, Weighted-Average Exercise Price, Ending balance (usd per share) | $ / shares | $ 7.17 |
Outstanding, Weighted-Average Remaining Contractual Term (Years), Ending balance | 7 years 4 months 2 days |
Options vested and expected to vest , Weighted-Average Remaining Contractual Term (Years), Ending balance | 7 years 3 months 22 days |
Options exercisable, Weighted-Average Remaining Contractual Term (Years), Ending balance | 7 years 1 month 13 days |
Outstanding, Aggregate Intrinsic Value, Ending balance | $ | $ 1,545,386 |
Options vested and expected to vest , Aggregate Intrinsic Value, Ending balance | $ | 1,544,310 |
Options exercisable, Aggregate Intrinsic Value, Ending balance | $ | $ 1,545,386 |
Stock Compensation Plans - Rang
Stock Compensation Plans - Ranges of Underlying Assumptions Used in BSM Option Pricing Model to Determine Fair Value of Stock Options Granted to Employees and Nonemployees (Detail) - $ / shares | 9 Months Ended | ||||
Sep. 30, 2015 | Sep. 30, 2014 | Mar. 31, 2014 | Feb. 12, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Fair value of common stock (usd per share) | $ 11.30 | $ 7.55 | $ 5.93 | ||
Employees [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Risk-free interest rate, minimum | 1.76% | 1.60% | |||
Risk-free interest rate, maximum | 1.85% | 1.83% | |||
Expected dividend yield | 0.00% | 0.00% | |||
Expected volatility, minimum | 74.10% | 81.00% | |||
Expected volatility, maximum | 92.20% | 85.00% | |||
Expected term of options (years) | 6 years | ||||
Employees [Member] | Minimum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expected term of options (years) | 5 years 10 months 24 days | ||||
Fair value of common stock (usd per share) | $ 18.87 | $ 7.55 | |||
Employees [Member] | Maximum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expected term of options (years) | 6 years | ||||
Fair value of common stock (usd per share) | $ 26.71 | $ 24.04 | |||
Non-Employees [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Risk-free interest rate, minimum | 0.10% | 0.11% | |||
Risk-free interest rate, maximum | 1.56% | 1.20% | |||
Expected dividend yield | 0.00% | 0.00% | |||
Expected volatility, minimum | 56.20% | 73.00% | |||
Expected volatility, maximum | 92.60% | 85.00% | |||
Non-Employees [Member] | Minimum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expected term of options (years) | 3 months 18 days | 1 year | |||
Fair value of common stock (usd per share) | $ 4.04 | $ 11.31 | |||
Non-Employees [Member] | Maximum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expected term of options (years) | 6 years | 4 years | |||
Fair value of common stock (usd per share) | $ 25.01 | $ 27.24 |
Stock Compensation Plans - Sche
Stock Compensation Plans - Schedule of Stock-based Compensation Expense Valuation Analysis Probability-Weighted Scenarios (Detail) | Mar. 31, 2014 | Feb. 12, 2014 |
IPO by May 15, 2014 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Probability-weighted scenarios, percentage | 25.00% | |
Sale by September 30, 2015 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Probability-weighted scenarios, percentage | 10.00% | 10.00% |
Private Company [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Probability-weighted scenarios, percentage | 15.00% | 50.00% |
Dissolution [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Probability-weighted scenarios, percentage | 10.00% | 15.00% |
IPO by April 15, 2014 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Probability-weighted scenarios, percentage | 65.00% |
Stock Compensation Plans - Sc39
Stock Compensation Plans - Schedule of Stock-based Compensation Expense for Stock Awards Recognized (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | $ 2,943 | $ 1,765 | ||
Employees [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | $ 1,066 | $ 432 | 2,485 | 1,159 |
Non-Employees [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | 77 | 225 | 458 | 606 |
Research and Development [Member] | Employees [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | 529 | 194 | 1,080 | 517 |
Research and Development [Member] | Non-Employees [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | 31 | 211 | 372 | 572 |
General and Administrative [Member] | Employees [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | 537 | 238 | 1,405 | 642 |
General and Administrative [Member] | Non-Employees [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | $ 46 | $ 14 | $ 86 | $ 34 |
Reduction in Staff (Details)
Reduction in Staff (Details) | 1 Months Ended | 3 Months Ended |
Sep. 30, 2015USD ($) | Sep. 30, 2015USD ($) | |
Employee Severance [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Percent of workforce reduction | 30.00% | |
Costs related to staff reduction plan | $ 910,000 | $ 910,000 |
Employee Severance [Member] | Research and Development [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Reduction in force costs | 682,000 | |
Employee Severance [Member] | General and Administrative [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Reduction in force costs | 228,000 | |
Post-termination Option Exercise Period [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Costs related to staff reduction plan | 303,000 | 303,000 |
Other Current Liabilities [Member] | Employee Severance [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Severance benefits paid | 372,000 | |
Unpaid severance costs | $ 235,000 | $ 235,000 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 9 Months Ended | |
Oct. 31, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | |
Subsequent Event [Line Items] | |||
Proceeds from initial public offering, net of issuance costs | $ 0 | $ 55,046 | |
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Shares issued in new offering | 6,272,727 | ||
Shares issued, price per share (usd per share) | $ 5.50 | ||
Proceeds from initial public offering, net of issuance costs | $ 32,000 | ||
Underwriting discounts and commissions | 2,100 | ||
Offering expenses | $ 400 | ||
Over-Allotment Option [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Shares issued in new offering | 818,181 | ||
Performance-based Stock Options [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Shares available for grant | 742,168 | ||
Minimum performance option vesting period | 3 years | ||
Options exercise price, minimum (usd per share) | $ 4.57 | ||
Options exercise price, maximum (usd per share) | $ 5.15 | ||
Options, expiration period | 10 years |