Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | 13-May-15 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | FALSE | |
Document Period End Date | 31-Mar-15 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | ITEK | |
Entity Registrant Name | Inotek Pharmaceuticals Corporation | |
Entity Central Index Key | 1281895 | |
Current Fiscal Year End Date | -19 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 16,327,003 |
Balance_Sheets
Balance Sheets (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $53,139 | $3,618 |
Prepaid expenses and other current assets | 301 | 52 |
Total current assets | 53,440 | 3,670 |
Other assets | 2,086 | 1,850 |
Total assets | 55,526 | 5,520 |
Current liabilities: | ||
Notes payable, current portion | 3,063 | |
Accounts payable | 1,301 | 1,146 |
Accrued expenses and other current liabilities | 1,052 | 992 |
Accrued interest | 104 | |
Convertible bridge notes | 1,541 | |
Convertible bridge notes redemption rights derivative | 480 | |
Total current liabilities | 2,457 | 7,222 |
2020 Convertible Notes, net of debt discount of $12,333 | 8,667 | |
Notes payable, net of current portion | 2,550 | |
Warrant liabilities | 482 | |
2020 Convertible Notes derivative | 10,426 | |
Other long-term liabilities | 24 | 24 |
Total liabilities | 21,574 | 10,278 |
Redeemable convertible preferred stock | 46,801 | |
Commitments and Contingencies (Note 6) | ||
Stockholders' equity (deficit): | ||
Preferred Stock. $0.001 par value: 5,000,000 shares authorized and 0 shares issued or outstanding | ||
Common stock, $0.01 par value; 120,000,000 shares and 43,509,727 shares authorized at March 31, 2015 and December 31, 2014, respectively; 16,327,003 shares and 1,020,088 shares issued and outstanding at March 31, 2015 and December 31, 2014, respectively | 163 | 10 |
Additional paid-in capital | 163,292 | 76,472 |
Accumulated deficit | -129,503 | -128,041 |
Total stockholders' equity (deficit) | 33,952 | -51,559 |
Total Liabilities, Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) | 55,526 | 5,520 |
Series AA Redeemable Convertible Preferred Stock [Member] | ||
Current liabilities: | ||
Redeemable convertible preferred stock | 46,253 | |
Series X Redeemable Convertible Preferred Stock [Member] | ||
Current liabilities: | ||
Redeemable convertible preferred stock | $548 |
Balance_Sheets_Parenthetical
Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, except Share data, unless otherwise specified | ||
Convertible notes, debt discount | $12,333 | $12,333 |
Preferred stock, shares authorized | 28,659,924 | |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 120,000,000 | 43,509,727 |
Common stock, shares issued | 16,327,003 | 1,020,088 |
Common stock, shares outstanding | 16,327,003 | 1,020,088 |
Series AA Redeemable Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 0 | 25,757,874 |
Preferred stock, shares issued | 0 | 24,057,013 |
Preferred stock, shares outstanding | 0 | 24,057,013 |
Series X Redeemable Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 0 | 2,902,050 |
Preferred stock, shares issued | 0 | 1,892,320 |
Preferred stock, shares outstanding | 0 | 1,892,320 |
Statements_of_Operations
Statements of Operations (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Operating expenses: | ||
Research and development | ($1,069) | ($1,550) |
General and administrative | -1,980 | -162 |
Loss from operations | -3,049 | -1,712 |
Interest expense | -474 | -243 |
Loss on extinguishment of debt | -683 | |
Change in fair value of warrant liabilities | 267 | -193 |
Change in fair value of convertible bridge notes redemption rights derivative | 480 | |
Change in fair value of 2020 Convertible Notes derivative | 1,997 | |
Net loss | ($1,462) | ($2,148) |
Net loss per share attributable to common stockholders-basic and diluted | ($0.21) | ($3.08) |
Weighted-average number of shares outstanding-basic and diluted | 7,677,575 | 1,020,088 |
Statement_of_Cash_Flows
Statement of Cash Flows (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Cash flows from operating activities: | ||
Net loss | ($1,462) | ($2,148) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Noncash interest expense | 274 | 51 |
Loss on extinguishment of debt | 522 | |
Change in fair value of warrant liabilities | -267 | 193 |
Change in fair value of convertible bridge notes redemption rights derivative | -480 | |
Change in fair value of 2020 Convertible Notes derivative | -1,997 | |
Stock-based compensation | 1,364 | 2 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | -271 | 29 |
Accounts payable | 154 | -36 |
Accrued expenses and other current liabilities | 170 | 54 |
Net cash used in operating activities | -1,993 | -1,855 |
Cash flows from investing activities: | ||
Net cash provided by investing activities: | 0 | 0 |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock in initial public offering, net of issuance costs | 38,155 | |
Proceeds from issuance of 2020 Convertible Notes in initial public offering | 21,000 | |
Payments of 2020 Convertible Notes issuance costs | -1,841 | |
Principal and termination payments on notes payable | -5,800 | |
Net cash provided by financing activities: | 51,514 | |
Net change in cash and cash equivalents | 49,521 | -1,855 |
Cash and cash equivalents, beginning of period | 3,618 | 12,793 |
Cash and cash equivalents, end of period | 53,139 | 10,938 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 89 | 192 |
IPO [Member] | ||
Supplemental disclosure of noncash investing and financing activities: | ||
Conversion of Convertible Bridge Notes into common stock upon initial public offering | 2,028 | |
Reclassification of fair value of warrant liability to equity upon initial public offering | 215 | |
Reclassification of deferred public offering costs to stockholders's equity | 1,590 | |
Reclassification of deferred public offering costs to other assets | 256 | |
Series AA Redeemable Convertible Preferred Stock [Member] | ||
Supplemental disclosure of noncash investing and financing activities: | ||
Accrual of Series AA preferred stock dividends | 794 | |
Accretion of Series AA preferred stock to redemption value | 130 | 199 |
Series AA Redeemable Convertible Preferred Stock [Member] | IPO [Member] | ||
Supplemental disclosure of noncash investing and financing activities: | ||
Conversion of Series AA preferred stock into common stock upon initial public offering | 46,383 | |
Series X Redeemable Convertible Preferred Stock [Member] | IPO [Member] | ||
Supplemental disclosure of noncash investing and financing activities: | ||
Conversion of Series AA preferred stock into common stock upon initial public offering | $548 |
Organization_and_Operations
Organization and Operations | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Organization and Operations | 1. Organization and Operations |
Inotek Pharmaceuticals Corporation (the “Company”) is a clinical-stage biopharmaceutical company advancing molecules with novel mechanisms of action to address significant diseases of the eye. The Company’s business strategy is to develop and progress its product candidates through human clinical trials. The Company’s headquarters is located in Lexington, Massachusetts. | |
The Company has devoted substantially all of its efforts to research and development, including clinical trials of its product candidates. The Company has not completed the development of any product candidates. The Company has no current source of revenue to sustain present activities and does not expect to generate revenue until and unless the Company receives regulatory approval of and successfully commercializes its product candidates. The Company is subject to a number of risks and uncertainties similar to those of other life science companies developing new products, including, among others, the risks related to the necessity to obtain adequate additional financing, to successfully develop product candidates, to obtain regulatory approval of products candidates, to comply with government regulations, to successfully commercialize its potential products, to the protection of proprietary technology and to the dependence on key individuals. | |
In February 2015, the Company completed its initial public offering (the “IPO”) of (i) 6,667,000 shares of common stock at a price of $6.00 per share and (ii) $20,000 aggregate principal amount of 5.0% Convertible Senior Notes due 2020 (the “2020 Convertible Notes”). In March 2015 the underwriters purchased 299,333 shares of common stock at $6.00 per share and $1,000 of the 2020 Convertible Notes pursuant to exercises of their overallotment options. The Company received net proceeds of $36,565 after deducting underwriting discounts and offering-related costs, from its equity issuances and $18,903 in net proceeds, after deducting underwriting discounts and offering-related costs, from its debt issuances (see Note 4). Prior to this the Company has funded its operations primarily through the sale of preferred stock and issuance of convertible promissory notes and notes payable. As of March 31, 2015, the Company had an accumulated deficit of $129,503 and cash and cash equivalents of $53,139. The Company estimates that it has sufficient funding to sustain operations for 18 months. | |
The Company will need to expend substantial resources for research and development, including costs associated with the clinical testing of its product candidates and will need to obtain additional financing to fund its operations and to conduct trials for its product candidates. If such products were to receive regulatory approval, the Company would need to prepare for the potential commercialization of its product candidates and fund the commercial launch and continued marketing of its products. The Company expects operating expenses will substantially increase in the future related to additional clinical testing and to support an increased infrastructure to support expanded operations and being a public company. | |
The Company will require additional funding in the future and may not be able to raise such additional funds. The Company expects losses will continue as it conducts research and development activities. The Company will seek to finance future cash needs through public or private equity offerings, license agreements, debt financings, collaborations, strategic alliances, or any combination thereof. The incurrence of indebtedness would result in increased fixed payment obligations and could also result in restrictive covenants, such as limitations on our ability to incur additional debt, limitations on the Company’s ability to acquire, sell or license intellectual property rights and other operating restrictions that could adversely impact the ability of the Company to conduct its business. If adequate funds are not available, the Company would delay, reduce or eliminate research and development programs and reduce administrative expenses. The Company may seek to access the public or private capital markets whenever conditions are favorable, even if it does not have an immediate need for additional capital at that time. In addition, if the Company raises additional funds through collaborations, strategic alliances or licensing arrangements with third parties, it may have to relinquish valuable rights to its technologies, future revenue streams or product candidates or to grant licenses on terms that may not be favorable to it. If the Company is unable to raise sufficient funding, it may be unable to continue to operate. There is no assurance that the Company will be successful in obtaining sufficient financing on acceptable terms and conditions to fund continuing operations, if at all. The failure of the Company to obtain sufficient funds on acceptable terms when needed could have a material adverse effect on the Company’s business, results of operations and financial condition. |
Significant_Accounting_Policie
Significant Accounting Policies | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Accounting Policies [Abstract] | |||||||||
Significant Accounting Policies | 2. Significant Accounting Policies | ||||||||
Basis of Presentation—The Company’s interim financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). In the opinion of management, the Company has made all necessary adjustments, which include normal recurring adjustments necessary for a fair statement of the Company’s financial position and results of operations for the interim periods presented. Certain information and disclosures normally included in the annual financial statements prepared in accordance with GAAP have been condensed or omitted. These interim financial statements should be read in conjunction with the audited financial statements and accompanying notes for the year ended December 31, 2014 included in the Company’s Annual Report on Form 10-K. The results for the three months ended March 31, 2015 are not necessarily indicative of the results to be expected for a full year, any other interim periods or any future year or period. | |||||||||
Use of Estimates—The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from these estimates. Significant items subject to such estimates and assumptions include the valuation of stock options used for the calculation of stock-based compensation, fair value of warrant liabilities and other derivative financial instruments, and calculation of accruals related to research and clinical development. | |||||||||
Cash and Cash Equivalents—Cash and cash equivalents consists of bank deposits and money market accounts. Cash equivalents are carried at cost which approximates fair value due to their short-term nature and which the Company believes do not have a material exposure to credit risk. The Company considers all highly liquid investments with maturities of three months or less from the date of purchase to be cash equivalents. | |||||||||
The Company maintains its cash and cash equivalent balances in the form of money market, savings or operating accounts with financial institutions that management believes are creditworthy. The Company’s cash and cash equivalent accounts, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents. | |||||||||
Deferred Public Offering Costs—Deferred public offering costs, which consist primarily of direct, incremental legal, accounting, SEC and NASDAQ fees relating to the IPO and issuance of the 2020 Convertible Notes, were capitalized as a component of other assets in the accompanying balance sheet as of December 31, 2014. At December 31, 2014, the Company had $1,846 of deferred public offering costs. In the three months ended March 31, 2015, the Company incurred an additional $1,088 of public of offering costs and allocated $2,307 of the aggregate public offering costs to the equity offering and $627 to the debt offering which were recorded as deferred financing costs and are being amortized to interest expense over the term of the 2020 Convertible Notes. | |||||||||
Deferred Financing Costs—Financing costs incurred in connection with the Company’s notes payable, convertible bridge notes and 2020 Convertible Notes were capitalized at the inception of the notes and are amortized over the term of the respective notes using the effective interest rate method. Amortization of deferred financing costs were $44 and $51 in the three months ended March 31, 2015 and 2014, respectively. | |||||||||
Research and Development Costs—Research and development costs are charged to expense as incurred and include, but are not limited to: | |||||||||
• | employee-related expenses including salaries, benefits, travel and stock-based compensation expense for research and development personnel; | ||||||||
• | expenses incurred under agreements with contract research organizations that conduct clinical and preclinical studies, contract manufacturing organizations and consultants; | ||||||||
• | costs associated with preclinical and development activities; and | ||||||||
• | costs associated with regulatory operations. | ||||||||
Costs for certain development activities, such as clinical studies, are recognized based on an evaluation of the progress to completion of specific tasks using data such as patient enrollment, clinical site activations, and information provided to the Company by its vendors on their actual costs incurred. Payments for these activities are based on the terms of the individual arrangements, which may differ from the patterns of costs incurred, and are reflected in the financial statements as accrued expenses, or prepaid expenses and other current assets, if the related services have not been provided. | |||||||||
Stock-Based Compensation—The Company measures the cost of employee services received in exchange for an award of equity instruments based on the fair value of the award on the grant date. That cost is recognized on a straight-line basis over the period during which the employee is required to provide service in exchange for the award. The fair value of options on the date of grant is calculated using the Black-Scholes option pricing model based on key assumptions such as stock price, expected volatility and expected term. The Company’s estimates of these assumptions are primarily based on third-party valuations, historical data, peer company data and judgment regarding future trends and factors. | |||||||||
The Company accounts for stock options issued to non-employees in accordance with the provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) 505-50, Equity-Based Payments to Non-employees, which requires valuing the stock options on their grant date and measuring such stock options at their current fair value as they vest. | |||||||||
Fair Value Measurements—The Company is required to disclose information on all assets and liabilities reported at fair value that enables an assessment of the inputs used in determining the reported fair values. ASC 820, Fair Value Measurements and Disclosures (“ASC 820”), establishes a hierarchy of inputs used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability, and are developed based on the best information available in the circumstances. The fair value hierarchy applies only to the valuation inputs used in determining the reported fair value of the investments and is not a measure of the investment credit quality. The three levels of the fair value hierarchy are described below: | |||||||||
Level 1—Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. | |||||||||
Level 2—Valuations based on quoted prices for similar assets or liabilities in markets that are not active or for which all significant inputs are observable, either directly or indirectly. | |||||||||
Level 3—Valuations that require inputs that reflect the Company’s own assumptions that are both significant to the fair value measurement and unobservable. | |||||||||
To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The fair value of the Company’s financial instruments, including cash and cash equivalents, prepaid expenses and other current assets, accounts payable and accrued expenses approximate their respective carrying values due to the short-term nature of these instruments. The Company’s assets and liabilities measured at fair value on a recurring basis include its warrant liabilities, convertible notes redemption rights derivative and 2020 Convertible Notes derivative (see Note 7). | |||||||||
Derivative Financial Instruments—All derivatives are recorded as assets or liabilities at fair value, and the changes in fair value are immediately included in earnings, as the derivatives had not been formally designated as hedges for accounting purposes. The Company’s derivative financial instruments include bifurcated embedded derivatives that were identified within the 2020 Convertible Notes and the Convertible Bridge Notes (see Notes 4 and 8). | |||||||||
Net loss per share—The Company calculates net loss per share in accordance with ASC 260, Earnings per Share. Basic earnings (loss) per share (“EPS”) is calculated by dividing the net income or loss applicable to common stockholders by the weighted average number of common shares outstanding for the period, without consideration of unissued common stock equivalents. The net loss applicable to common stockholders is determined by the reported net loss for the period and deducting dividends accrued and accretion of preferred stock. Diluted EPS is calculated by adjusting the weighted average common shares outstanding for the dilutive effect of common stock options, warrants, and convertible preferred stock and accrued but unpaid convertible preferred stock dividends. In periods where a net loss is recorded, no effect is given to potentially dilutive securities, as their effect would be anti-dilutive. | |||||||||
The following table sets forth the computation of basic and diluted earnings (loss) per share attributable to the Company’s common stockholders: | |||||||||
For the three months ended March 31, | |||||||||
2015 | 2014 | ||||||||
Numerator: | |||||||||
Net loss | $ | (1,462 | ) | $ | (2,148 | ) | |||
Accretion and dividends on convertible preferred stock | (130 | ) | (993 | ) | |||||
Net loss applicable to common stockholders | (1,592 | ) | (3,141 | ) | |||||
Denominator: | |||||||||
Weighted average common shares outstanding—basic and diluted | 7,677,575 | 1,020,088 | |||||||
Net loss per share applicable to common stockholders—basic and diluted | $ | (0.21 | ) | $ | (3.08 | ) | |||
The following common stock equivalents were excluded from the calculation of diluted net loss per share for the periods indicated as including them would have an anti-dilutive effect: | |||||||||
March 31, | |||||||||
2015 | 2014 | ||||||||
Series AA preferred stock | — | 6,906,170 | |||||||
Series X preferred stock | — | 466,319 | |||||||
Share issuable upon conversion of the 2020 Convertible Notes | 3,333,333 | — | |||||||
Warrants for Series AA preferred stock | 56,408 | 266,428 | |||||||
Stock options | 911,075 | 11,835 | |||||||
Total | 4,300,816 | 7,650,752 | |||||||
Subsequent Events—The Company considers events or transactions that occur after the balance sheet date but prior to the issuance of the financial statements to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. The Company has completed an evaluation of all subsequent events through the date the financial statements were issued. |
Accrued_Expenses
Accrued Expenses | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Payables and Accruals [Abstract] | |||||||||
Accrued Expenses | 3. Accrued Expenses | ||||||||
Accrued expenses at March 31, 2015 and December 31, 2014 consisted of the following: | |||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
Research and development | $ | 18 | $ | 116 | |||||
Government payable | 429 | 421 | |||||||
Compensation and benefits | 345 | 293 | |||||||
Professional fees | 244 | 155 | |||||||
Other | 16 | 7 | |||||||
Total | $ | 1,052 | $ | 992 | |||||
Debt
Debt | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Debt Disclosure [Abstract] | |||||
Debt | 4. Debt | ||||
2020 Convertible Notes | |||||
On February 23, 2015, the Company issued an aggregate of $20,000 of the 2020 Convertible Notes pursuant to its IPO. On March 24, 2015, the Company issued an additional $1,000 of 2020 Convertible Notes pursuant to the exercise of the underwriters’ overallotment option. The 2020 Convertible Notes mature on February 15, 2020 (“Maturity Date”), are unsecured and accrue interest at a rate of 5.0% per annum, payable semi-annually on February 15 and August 15 of each year. In connection with the issuance of the 2020 Convertible Notes, the Company incurred $2,097 of financing costs which were recorded in other assets on the balance sheet at March 31, 2015. | |||||
Each holder of a 2020 Convertible Note (the “Holder”), has the option to convert all or any portion of such note at an initial conversion rate of 158.7302 shares of the Company’s common stock per $1 principal amount of 2020 Convertible Notes (the “Conversion Rate”). The Conversion Rate is subject to adjustment from time to time upon the occurrence of certain events, including the issuance of stock dividends and payment of cash dividends. For any conversion that occurs on or after July 23, 2015, the Company will, in addition to the other consideration payable, make an interest make-whole payment (an “Interest Make-Whole Payment”) to such converting Holder equal to the sum of the present values of the scheduled payments of interest that would have been made on the notes to be converted had such notes remained outstanding from the date of the conversion (the “Conversion Date”) through the earlier of (i) the date that is three years after the Conversion Date and (ii) the Maturity Date if the Notes had not been so converted or otherwise repurchased. Present values for the Interest Make-Whole Payment will be calculated using a discount rate equal to 2%. The Company may satisfy its obligation to pay any Interest Make-Whole Payment, at its election, in cash, shares of common stock or a combination thereof. | |||||
The 2020 Convertible Notes are convertible, at the holder’s option, upon a fundamental change (“Fundamental Change”), as defined in the Indenture (“Indenture”). If a holder elects to convert its notes upon a Fundamental Change, the Company shall increase the Conversion Rate for the Notes so surrendered for conversion by a number of additional shares of common stock by which the Conversion Rate shall be increased per $1 principal amount of notes for each stock price and make-whole Fundamental Change effective date as set forth in the Indenture. The additional shares range from 7.9364 to 0. | |||||
Upon a Fundamental Change, each Holder shall have the right to require the Company to repurchase for cash all of such Holder’s notes, or any portion thereof that is equal to $1 or an integral multiple of $1. The repurchase price of the notes will equal 100% of the principal amount thereof, plus accrued and unpaid interest thereon. However, if the repurchase occurs after a regular record date for an interest payment, but before the distribution date of that interest payment, the Holder will receive the regular interest payment and the repurchase price will only equal 100% of the principal amount of the notes to be repurchased. | |||||
The 2020 Convertible Notes can be redeemed at the holder’s option upon an event of default (“Event of Default”). If an Event of Default (other than certain events of bankruptcy, insolvency or reorganization involving the Company) occurs and is continuing, the Trustee by notice to the Company, or the holders of at least 25% in principal amount of the outstanding notes by written notice to the Company and the Trustee, may declare 100% of the principal and accrued and unpaid interest, if any, on all of the notes to be due and payable immediately. Upon the occurrence of certain Events of Default relating to bankruptcy, insolvency or reorganization involving the Company, 100% of the principal and accrued and unpaid interest, if any, on all of the notes will become due and payable automatically. | |||||
The Indenture provides that, to the extent the Company elects and for up to 180 days, the sole remedy for an Event of Default relating to certain failures by the Company to comply with certain reporting covenants in the Indenture consists exclusively of the right to receive additional interest (“Additional Interest”) on the notes. The Additional Interest consists of interest at an additional rate of 0.25% per annum for the first 90 days after the Event of Default. For the 91st to 180th day after the Event of Default the Additional Interest shall consist of interest at an additional rate of 0.50% per annum. After 180 days, if the Event of Default is not cured or waived, the notes are subject to acceleration as provided in Section 6.02 of the Indenture. | |||||
The Company determined that the conversion option and Interest Make-Whole Payments and the Additional Interest were embedded derivatives that require bifurcation and separate accounting under ASC 815, Derivatives and Hedging. Based on the characteristics of the (i) conversion option including make-whole provision, (ii) the Additional Interest, and (iii) the notes, we estimated the fair value of the conversion option including make-whole and the Additional Interest using the “with” and “without” method. Using this methodology, we first valued the notes with the conversion option including make-whole provision but excluding the Additional Interest (the “with” scenario) and subsequently valued the notes without the conversion option including make-whole provision and excluding the Additional Interest (the “without” scenario). The difference between the fair values of the notes in the “with” and “without” scenarios was the concluded fair value of the conversion option including make-whole provision as of the measurement date. We developed an estimate of fair value for the 2020 Convertible Notes excluding the Additional Interest using a binomial lattice model. We modeled the decision to convert or hold by considering the maximum of the conversion or hold value at every node of the lattice in which the notes are convertible and choosing the action that maximizes the return to the notes’ holders. The significant assumptions used in the binomial model were: the market yield and the expected volatility. | |||||
We estimated the fair value of the Additional Interest using an income approach, specifically, the risk-neutral debt valuation method that is used to derive the value of a debt instrument using the expected cash flows and the risk-free rate. The significant assumptions used in estimating the expected cash flows were the market yield used to determine the risk-neutral probability of default and the expected recovery rate upon default. | |||||
The Company recorded $11,850 as the fair value of the combined embedded derivative liability on February 23, 2015, with a corresponding amount recorded as a discount to the 2020 Convertible Notes, related to the initial issuance of the 2020 Convertible Notes. The Company recorded approximately $573 of additional derivative liability and discount to the notes as the fair value of the combined embedded derivative on March 24, 2015 upon the issuance of additional 2020 Convertible Notes for the exercise of the underwriters’ overallotment option. The deferred financing costs which are recorded in other assets are being amortized to interest expense over the life of the 2020 Convertible Notes using the effective interest method. Changes in the fair value of the combined embedded derivative liability are recorded in earnings in the period in which the changes occur. As of March 31, 2015, the fair value of the combined embedded derivative liability was $10,426. The change in the estimated fair value of the combined embedded derivative liability of $1,997 was recorded in earnings in the three months ended March 31, 2015. Interest expense related to the 2020 Convertible Notes for the three months ended March 31, 2015 was $209, including $105 related to amortization of the issuance costs. As of March 31, 2015, the balance of debt discount and issuance costs were $12,333 and $2,082, respectively. At March 31, 2015, interest accrued on the 2020 Convertible Notes was $104 and is reflected in accrued interest on the balance sheet. | |||||
The following table summarizes how the issuance of the 2020 Convertible Notes are reflected on the balance sheet at March 31, 2015: | |||||
March 31, 2015 | |||||
Gross proceeds | $ | 21,000 | |||
Initial value of embedded derivatives | (12,423 | ) | |||
Amortization of debt discount | 90 | ||||
Carrying value | $ | 8,667 | |||
Convertible Bridge Notes | |||||
In December 2014, the Company sold an aggregate of $2,000 of subordinated convertible promissory notes to existing stockholders (the “Convertible Bridge Notes”). The Convertible Bridge Notes mature on June 30, 2015 and accrue interest at the rate of 8% per annum and are subordinate to all other senior indebtedness of the Company. Upon the closing of an IPO of common stock of at least $40,000 in gross proceeds, all outstanding principal and accrued interest thereon will automatically convert into common stock at the IPO price. | |||||
Pursuant to the IPO in February 2015, the Convertible Bridge Notes were converted into 337,932 shares of common stock based upon the IPO common share offering price of $6.00. During the three months ended March 31, 2015, the Company reflected as interest expense related to the Convertible Bridge Notes (i) $23 related to the 8% coupon rate and (ii) $128 of amortization of the initial fair value of the redemption rights derivative and issuance costs. In connection with the conversion of the Convertible Bridge Notes into common stock, the Company recorded a (i) a $480 gain in change in fair value of the of the Convertible Bridge Notes redemption rights derivative from the write off of the derivative and (ii) a loss on extinguishment of debt of $360 from the acceleration of the unamortized balance of the debt discount and issuance costs. | |||||
Notes Payable | |||||
On June 28, 2013, the Company entered into two Loan and Security Agreements (the “Loan Agreements” or “Loans”) with two financial entities (the “Lenders”) pursuant to which the Company issued Loans for $3,500 to each lender and received proceeds of $6,915 net of costs and fees payable to the lenders. The Loans bear interest at a rate per annum of 11.0%. The Loans mature on October 1, 2016 and required interest-only payments for the initial 12 months and thereafter required repayment of the principal balance with interest in 27 monthly installments. Also, upon full repayment or maturity of the Loans, the Lenders are due a termination payment of 3.0% of the initial principal amount of the Loans, or $210 (the “Loan Termination Payment”). | |||||
In connection with the Loan Agreements, the Company issued to the Lenders fully-vested warrants to purchase either, at the election of the warrant holder, (i) 228,906 shares of the Company’s Series AA preferred stock at an exercise price of $1.529 per share, or (ii) $350 of stock in the next round stock, as defined in the Loan Agreements, at a price that is the lowest effective price per share that is offered in the next round. The warrants expire on the earlier of (i) ten years after the date of grant, or (ii) immediately prior to an acquisition transaction, as defined in the warrants. The Company determined that the warrants should initially be classified as a liability based upon the nature of the underlying Series AA preferred stock. | |||||
In connection with the Company’s IPO in February 2015, the Company exercised its right to terminate the Loan Agreements by paying the $5,347 principal balance due, the $210 Loan Termination Payment, a $160 prepayment fee calculated as 3% of the principal balance due at the time of the termination, plus $23 of interest accrued from February 1, 2015 through the payoff date. The Company made a scheduled principal payment of $243 in January 2015. | |||||
For the three months ended March 31, 2015, interest expense related to the Loan Agreements was $115, including $26 related to accretion of the debt discount and termination payment. Additionally in the three months ended March 31, 2015, the Company recorded a charge for loss on extinguishment of debt of $322 related to the write-off of the unamortized debt discount. | |||||
For the three months ended March 31, 2014, interest expense related to the Loan Agreements was $243, including $51 related to accretion of the debt discount and termination payment. | |||||
Subsequent to the Company’s IPO, the warrants issued to the lenders became exercisable for 56,408 shares of common stock at $6.204 per share. The Company calculated the fair value of the warrants at the IPO date using a Black Scholes model using the following assumptions: a fair value of $6.00 per share (the IPO price of the Company’s common stock), 8.4 years to maturity, 1.70% risk-free rate, and 60% volatility. The Company determined the fair value as of the warrant liability at the IPO date to be $215 and recorded a gain on change in fair value of warrant liabilities of $267 in the statement of operations for the three months ended March 31, 2015. The Company determined that subsequent to this change, the warrants were exercisable at a fixed price for a fixed number of shares of common stock and qualified for equity classification under the accounting guidance, and the fair value of $215 was reclassified to additional paid-in capital as of the IPO date during the three months ended March 31, 2015. |
Equity
Equity | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Equity [Abstract] | |||||||||||||
Equity | 5. Equity | ||||||||||||
Authorized Shares | |||||||||||||
As of December 31, 2014, the authorized stock of the Company was 43,509,727 shares of common stock, $0.01 par value per share, and 28,659,924 shares of preferred stock, $0.001 par value per share, of which 25,757,874 shares are authorized Series AA redeemable convertible preferred stock (the “Series AA preferred stock”) and 2,902,050 shares are authorized as Series X redeemable convertible preferred stock (the “Series X preferred stock”) (collectively, the “Preferred Stock”). | |||||||||||||
In February 2015, the Company’s board of directors and stockholders approved an amendment of the Company’s certificate of incorporation such that upon the closing of the IPO, the Company’s authorized capital stock will consist of 120,000,000 shares of common stock, par value $0.01 per share, and 5,000,000 shares of undesignated preferred stock, par value $0.001 per share. | |||||||||||||
Reverse Stock Splits | |||||||||||||
In November 2014, the board of directors and the stockholders of the Company approved a 1-for-3.39 reverse stock split of the Company’s outstanding common stock and in January 2015, the board of directors and the stockholders of the Company approved a 1-for-1.197 reverse stock split of the Company’s outstanding common stock. Shares of common stock underlying outstanding stock options were proportionally reduced and the respective exercise prices were proportionally increased in accordance with the terms of the option agreements. The Company’s historical share and per share information has been retroactively adjusted in the financial statements presented to give effect to these reverse stock splits, including reclassifying an amount equal to the reduction in par value to additional paid-in capital. | |||||||||||||
Preferred Stock | |||||||||||||
Pursuant to the IPO, all of the Company’s outstanding 25,949,333 shares of Series AA and Series X preferred stock, including all accrued and unpaid dividends thereon, automatically converted into 8,002,650 shares of common stock. Pursuant to the conversion, the $46,383 carrying value of the Series AA preferred stock at the time of the IPO was reclassified as $75 to common stock par value and $46,308 additional paid-in capital and the $548 carrying value of the Series X preferred stock at the time of the IPO was reclassified as $5 to common stock par value and $543 additional paid-in capital. | |||||||||||||
During the year ended December 31, 2014, the Company modified the terms of 558,862 shares of Series X preferred stock such that the Company’s repurchase right relative to those shares expired upon consummation of the IPO. The Company estimated the fair value of the modified award at the modification date to be $950 and recognized this amount as stock-based compensation expense in the three months ended March 31, 2015. | |||||||||||||
Common Stock | |||||||||||||
All preferences, voting powers, relative, participating, optional, or other specific rights and privileges, limitations, or restrictions of the common stock are expressly subject to those that may be fixed with respect to any shares of preferred stock. Common stockholders are entitled to one vote per share, and to receive dividends, when and if declared by the Board. At March 31, 2015 and December 31, 2014, there were 16,327,003 and 1,020,088 shares common stock outstanding, respectively. | |||||||||||||
2014 Stock Option and Incentive Plan | |||||||||||||
In August 2014, the Company’s board of directors adopted the 2014 Stock Option and Incentive Plan (the “2014 Plan”) for the issuance of incentive and non-qualified stock options, restricted stock, and other equity awards, all for common stock, as determined by the board of directors to employees, officers, directors, consultants, and advisors of the Company and its subsidiaries. In November 2014, the Board of Directors increased the number of shares available for grant under the terms of the 2014 Plan to the number of shares that represents 13.7% of the outstanding common stock after giving effect to the issuance of shares relating to the Company’s then-proposed IPO (not including any shares purchased by the underwriters pursuant to their overallotment option). Subsequent to the IPO in February 2015, there were 2,175,216 shares available for grant under the 2014 Plan. The 2014 Plan expires in August 2024. | |||||||||||||
On August 28, 2014, the Board of Directors granted 840,975, ten-year term, stock options to officers of the Company at an exercise price of $4.342 per share, the fair market value of the common stock as determined by the Board of Directors, on the condition that the options would be of no further force and effect if the Company had not consummated an IPO prior to the one-year anniversary of the grant date (the “IPO Condition”). The IPO Condition was met upon the Company’s February 2015 IPO. These stock options will vest 25% on the one-year anniversary of the grant date and remaining 75% will vest equally over the following 35 monthly anniversaries. Additionally on August 28, 2014, the Board of Directors granted 59,142 stock options that were fully vested on the date of the grant. | |||||||||||||
The fair value of each stock option granted was estimated on the grant date using a Black-Scholes stock option pricing model based on the following assumptions: an expected term of 5 to 6.25 years; expected stock price volatility of 83.3% to 92.5%; a risk free rate of 1.63% to 1.84%; and a dividend yield of 0%. The Company will recognize $2,798 of stock-based compensation expense for these stock options on a straight-line basis commencing upon the grant date in August 2014 through the final vesting date in August 2018. As a result of the resolution of the IPO Condition, the three months ended March 31, 2015 reflects stock compensation expense calculated from the grant date in August 2014 through March 31, 2015. The Company recorded an aggregate stock compensation expense of $414 for these stock options, $218 in general and administrative expense and $196 in research and development expense, in the three months ended March 31, 2015. | |||||||||||||
The following table summarizes activity for the three months ended March 31, 2015 under the 2014 Plan: | |||||||||||||
Number of Shares | Weighted Average | Aggregate | |||||||||||
Exercise Price Per | Intrinsic Value | ||||||||||||
Share | |||||||||||||
Options outstanding at December 31, 2014 | 900,117 | $ | 4.342 | $ | 970 | ||||||||
Granted during the period | — | — | |||||||||||
Exercised during the period | — | — | |||||||||||
Expired during the period | — | — | |||||||||||
Options outstanding at March 31, 2015 | 900,117 | $ | 4.342 | $ | 970 | ||||||||
Options exercisable at March 31, 2015 | 59,142 | $ | 4.342 | $ | 64 | ||||||||
Weighted-average years remaining on contractual life | 9.4 | ||||||||||||
Unrecognized compensation cost related to non-vested stock options | $ | 2,384 | |||||||||||
Aggregate intrinsic value is based on $5.42 per share, the closing price of common stock on March 31, 2015. | |||||||||||||
The Company has outstanding stock options pursuant to its 2004 Stock Option and Incentive Plan. The following table summarizes activity for the three months ended March 31, 2015 under the 2004 Plan: | |||||||||||||
Number of Shares | Weighted Average | Aggregate | |||||||||||
Exercise Price Per | Intrinsic Value | ||||||||||||
Share | |||||||||||||
Options outstanding at December 31, 2014 | 10,958 | $ | 40.578 | $ | — | ||||||||
Granted during the period | — | — | |||||||||||
Exercised during the period | — | — | |||||||||||
Expired during the period | — | — | |||||||||||
Options outstanding at March 31, 2015 | 10,958 | $ | 40.578 | $ | — | ||||||||
Options exercisable at March 31, 2015 | 10,958 | $ | 40.578 | $ | — | ||||||||
Weighted-average years remaining on contractual life | 3 | ||||||||||||
Unrecognized compensation cost related to non-vested stock options | $ | — | |||||||||||
The exercise price exceeds the $5.42 closing price of common stock on March 31, 2015, therefore there is no intrinsic value of the outstanding 2004 Plan stock options. | |||||||||||||
Employee Stock Purchase Plan | |||||||||||||
In November 2014 the Company’s board of directors adopted and the stockholders approved the 2014 Employee Stock Purchase Plan, or ESPP. The Company’s board of directors has authorized the issuance of a number of shares of common stock issuable under the ESPP to the number that represents 1% of our outstanding common stock outstanding after the IPO, or 160,276 shares. The ESPP provides that the number of shares reserved and available for issuance under the ESPP shall be cumulatively increased each January 1, beginning on January 1, 2016, by the lesser of (i) 600,000 shares of common stock or (ii) the number of shares necessary to set the number of shares of Common Stock under the Plan at 1% percent of the outstanding number of shares as of January 1 of the applicable year. However, the board of directors reserves the right to determine that there will be no increase for any year or that any increase will be for a lesser number of shares. As of March 31, 2015, no shares have been issued pursuant to the ESPP. |
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 6. Commitments and Contingencies |
Operating leases | |
The Company leases office space in Lexington, Massachusetts under a lease agreement expiring in September 2015. Rent expense for each of the three months ended March 31, 2015 and 2014 was $15. The Company is committed to pay approximately $43 under the terms of the lease from April 1, 2015 through September 2015. | |
Indemnification Arrangements | |
As permitted under Delaware law, the Company’s bylaws provide that the Company will indemnify any director, officer, employee or agent of the Company or anyone serving in these capacities. The maximum potential amount of future payments the Company could be required to pay is unlimited. The Company has insurance that reduces its monetary exposure and would enable it to recover a portion of any future amounts paid. As a result, the Company believes that the estimated fair value of these indemnification commitments is minimal. | |
Throughout the normal course of business, the Company has agreements with vendors that provide goods and services required by the Company to run its business. In some instances, vendor agreements include language that requires the Company to indemnify the vendor from certain damages caused by the Company’s use of the vendor’s goods and/or services. The Company has insurance that would allow it to recover a portion of any future amounts that could arise from these indemnifications. As a result, the Company believes that the estimated fair value of these indemnification commitments is minimal. |
Fair_Value_of_Financial_Measur
Fair Value of Financial Measurements | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||
Fair Value of Financial Measurements | 7. Fair Value of Financial Measurements | ||||||||||||||||
Items measured at fair value on a recurring basis are convertible preferred stock warrant liabilities, the convertible bridge notes redemption rights derivative and the 2020 Convertible Notes derivative. | |||||||||||||||||
The following table sets forth the Company’s financial instruments that were measured at fair value on a recurring basis by level within the fair value hierarchy: | |||||||||||||||||
Fair Value Measurements at | |||||||||||||||||
31-Mar-15 | |||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | ||||||||||||||
Liabilities: | |||||||||||||||||
2020 Convertible Notes derivative | $ | 10,426 | $ | — | $ | — | $ | 10,426 | |||||||||
Fair Value Measurements at | |||||||||||||||||
31-Dec-14 | |||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | ||||||||||||||
Liabilities: | |||||||||||||||||
Convertible preferred stock warrant liability | $ | 482 | $ | — | $ | — | $ | 482 | |||||||||
Convertible bridge notes redemption rights derivative | $ | 480 | $ | — | $ | — | $ | 480 | |||||||||
2020 Convertible Notes Derivative | |||||||||||||||||
The fair value methodologies related to the 2020 Convertible Notes derivative are discussed in Note 4. | |||||||||||||||||
Convertible preferred stock warrant liability | |||||||||||||||||
As of December 31, 2013, March 31, 2014 and December 31, 2014, the Company had outstanding warrants to purchase Series AA preferred stock in connection with Series AA preferred stock issued in 2013 and the Loan Agreements. The Series AA warrant liabilities were recorded at their fair value on the date of issuance and are remeasured on each subsequent balance sheet date and as of the warrant exercise date, with fair value changes recognized as income (decrease in fair value) or expense (increase in fair value) in other income (expense) in the statements of operations. | |||||||||||||||||
As of December 31, 2013, March 31, 2014 and December 31, 2014, the Company used a hybrid valuation model in which a Monte Carlo simulation was used to calculate the fair value of the Company’s equity securities under three scenarios including: (i) an IPO scenario, (ii) a merger or acquisition scenario or (iii) a stay private scenario. The Company then probability-weighted each equity value derived from the Monte Carlo simulation based upon the Company’s estimate of the likelihood of the exit scenario occurring. | |||||||||||||||||
The assumptions used in calculating the estimated fair value of the warrants represent the Company’s best estimates and include probabilities of settlement scenarios, enterprise value, time to liquidity, risk-free interest rates, discount for lack of marketability and volatility. The estimates are based, in part, on subjective assumptions and could differ materially in the future. Generally, increases or decreases in the fair value of the underlying convertible preferred stock would result in a directionally similar impact in the fair value measurement of the warrant liability. The following table details the assumptions used in the Monte Carlo simulation models used to estimate the fair value of the Series AA preferred stock warrants at December 31, 2013, March 31, 2014 and December 31, 2014: | |||||||||||||||||
December 31, 2013 | March 31, 2014 | December 31, 2014 | |||||||||||||||
Volatility | 60 | % | 65 | % | 65% - 70 | % | |||||||||||
Expected term (years) | 1.00 - 1.25 | 0.50 - 0.75 | 0.17 - 0.50 | ||||||||||||||
Expected dividend yield | 0 | % | 0 | % | 0 | % | |||||||||||
Risk-free rate | 0.13 - 0.19 | % | 0.06% - 0.09 | % | 0.02% - 0.03 | % | |||||||||||
In addition to the assumptions above, the Company’s estimated fair value of the Series AA preferred stock warrant liabilities is calculated using other key assumptions including the probability of an exit event, the enterprise value as determined on an income approach, and a discount for lack of marketability. Management, with the assistance of an independent valuation firm, made these subjective determinations based on available current information. (See Note 4 of Notes to Financial Statements.) | |||||||||||||||||
Convertible Bridge Notes redemption rights derivative liability | |||||||||||||||||
The Convertible Bridge Notes redemption rights derivative required separate accounting and was valued using a single income valuation approach. The Company estimated the fair value of the redemption rights derivative using a ‘‘with and without’’ income valuation approach. Under this approach, the Company estimated the present value of the fixed interest rate debt based on the fair value of similar debt instruments excluding the embedded feature. This amount was then compared to the fair value of the debt instrument including the embedded feature using a probability weighted approach by assigning each embedded derivative feature a probability of occurrence, with consideration provided for the settlement amount including conversion discounts, prepayment penalties, the expected life of the liability and the applicable discount rate. | |||||||||||||||||
As of December 31, 2014, the Company ascribed a probability of occurrence to the Change in Control Redemption Feature of 25%. The expected life of the feature was the remaining term of the debt and the discount rate was 18.9%. The Company classified the liability within Level 3 of the fair value hierarchy as the probability factor and the discount rate are unobservable inputs and significant to the valuation model. As of December 31, 2014, the fair value of the embedded derivative was $480. Pursuant to the IPO, the Convertible Bridge Notes were redeemed. | |||||||||||||||||
During the periods presented, the Company has not changed the manner in which it values liabilities that are measured at fair value using Level 3 inputs. The Company recognizes transfers between levels of the fair value hierarchy as of the end of the reporting period. There were no transfers within the hierarchy during any of the years presented. | |||||||||||||||||
The following table reflects the change in the Company’s Level 3 liabilities for the three months ended March 31, 2015 and 2014: | |||||||||||||||||
Preferred stock | Convertible bridge notes | 2020 Convertible Notes | |||||||||||||||
warrant liabilities | redemption rights | derivative liability | |||||||||||||||
derivative liability | |||||||||||||||||
Balance at December 31, 2014 | $ | 482 | $ | 480 | $ | — | |||||||||||
Issuance of 2020 Convertible Notes | — | — | 12,423 | ||||||||||||||
Change in fair value | (267 | ) | (480 | ) | (1,997 | ) | |||||||||||
Reclassification to stockholders’ equity | (215 | ) | — | — | |||||||||||||
Balance at March 31, 2015 | $ | — | $ | — | $ | 10,426 | |||||||||||
Balance at December 31, 2013 | $ | 1,888 | $ | — | $ | — | |||||||||||
Change in fair value | 193 | — | — | ||||||||||||||
Balance at March 31, 2014 | $ | 2,081 | $ | — | $ | — | |||||||||||
Derivative_Financial_Instrumen
Derivative Financial Instruments | 3 Months Ended | ||||||
Mar. 31, 2015 | |||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||||
Derivative Financial Instruments | Note 8. Derivative Financial Instruments | ||||||
The Company determined that certain embedded features related to the 2020 Convertible Notes and the Convertible Bridge Notes are derivative financial instruments. | |||||||
Fair values of derivative instruments not designated as hedging instruments consist of the following: | |||||||
Liability derivatives: | Balance Sheet Location | Fair Value | |||||
December 31, 2014: | |||||||
Convertible Bridge Notes redemption rights derivative | Convertible Bridge Notes redemption rights derivative | $ | 480 | ||||
March 31, 2015: | |||||||
2020 Convertible Notes derivative | 2020 Convertible Notes derivative | $ | 10,426 | ||||
The effect of derivative instruments not designated as hedging instruments on the statement of operations for the three months ended March 31, 2015 consist of the following: | |||||||
Derivatives not | Location of gain or loss | Amount of gain | |||||
designated as | or (loss) | ||||||
hedging instruments | recognized in income on | recognized in | |||||
income on | |||||||
derivative | derivative | ||||||
2020 Convertible | Change in fair value of 2020 | $ | 1,997 | ||||
Notes derivative | Convertible Notes derivative | ||||||
Convertible Bridge | Change in fair value of | $ | 480 | ||||
Notes | Convertible Bridge Notes | ||||||
redemption rights derivative | |||||||
See Notes 4 and 7 for additional discussion regarding the accounting for and valuation of these derivative financial instruments. |
Management_Incentive_Plan
Management Incentive Plan | 3 Months Ended |
Mar. 31, 2015 | |
Compensation Related Costs [Abstract] | |
Management Incentive Plan | 9. Management Incentive Plan |
In August 2014, the Company adopted the Amended and Restated 2014 Management Incentive Plan (the “MIP”) in which certain of our named executive officers participate. Pursuant to the MIP, upon a “change in control” (as defined in the MIP), a bonus pool will be created from the proceeds received in connection with such change in control (ranging from 7 percent to 9.75 percent of transaction proceeds, depending upon the level of transaction proceeds received in the transaction), and each participant is entitled to receive a bonus equal to a certain percentage of such bonus pool. The MIP terminated automatically upon the IPO in February 2015. |
Subsequent_Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | 10. Subsequent Events |
The Company has completed an evaluation of all subsequent events through the date these financial statements were issued and has concluded there are no subsequent events to report. |
Significant_Accounting_Policie1
Significant Accounting Policies (Policies) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Accounting Policies [Abstract] | |||||||||
Basis of Presentation | Basis of Presentation—The Company’s interim financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). In the opinion of management, the Company has made all necessary adjustments, which include normal recurring adjustments necessary for a fair statement of the Company’s financial position and results of operations for the interim periods presented. Certain information and disclosures normally included in the annual financial statements prepared in accordance with GAAP have been condensed or omitted. These interim financial statements should be read in conjunction with the audited financial statements and accompanying notes for the year ended December 31, 2014 included in the Company’s Annual Report on Form 10-K. The results for the three months ended March 31, 2015 are not necessarily indicative of the results to be expected for a full year, any other interim periods or any future year or period. | ||||||||
Use of Estimates | Use of Estimates—The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from these estimates. Significant items subject to such estimates and assumptions include the valuation of stock options used for the calculation of stock-based compensation, fair value of warrant liabilities and other derivative financial instruments, and calculation of accruals related to research and clinical development. | ||||||||
Cash and Cash Equivalents | Cash and Cash Equivalents—Cash and cash equivalents consists of bank deposits and money market accounts. Cash equivalents are carried at cost which approximates fair value due to their short-term nature and which the Company believes do not have a material exposure to credit risk. The Company considers all highly liquid investments with maturities of three months or less from the date of purchase to be cash equivalents. | ||||||||
The Company maintains its cash and cash equivalent balances in the form of money market, savings or operating accounts with financial institutions that management believes are creditworthy. The Company’s cash and cash equivalent accounts, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents. | |||||||||
Deferred Public Offering Costs | Deferred Public Offering Costs—Deferred public offering costs, which consist primarily of direct, incremental legal, accounting, SEC and NASDAQ fees relating to the IPO and issuance of the 2020 Convertible Notes, were capitalized as a component of other assets in the accompanying balance sheet as of December 31, 2014. At December 31, 2014, the Company had $1,846 of deferred public offering costs. In the three months ended March 31, 2015, the Company incurred an additional $1,088 of public of offering costs and allocated $2,307 of the aggregate public offering costs to the equity offering and $627 to the debt offering which were recorded as deferred financing costs and are being amortized to interest expense over the term of the 2020 Convertible Notes. | ||||||||
Deferred Financing Costs | Deferred Financing Costs—Financing costs incurred in connection with the Company’s notes payable, convertible bridge notes and 2020 Convertible Notes were capitalized at the inception of the notes and are amortized over the term of the respective notes using the effective interest rate method. Amortization of deferred financing costs were $44 and $51 in the three months ended March 31, 2015 and 2014, respectively. | ||||||||
Research and Development Costs | Research and Development Costs—Research and development costs are charged to expense as incurred and include, but are not limited to: | ||||||||
• | employee-related expenses including salaries, benefits, travel and stock-based compensation expense for research and development personnel; | ||||||||
• | expenses incurred under agreements with contract research organizations that conduct clinical and preclinical studies, contract manufacturing organizations and consultants; | ||||||||
• | costs associated with preclinical and development activities; and | ||||||||
• | costs associated with regulatory operations. | ||||||||
Costs for certain development activities, such as clinical studies, are recognized based on an evaluation of the progress to completion of specific tasks using data such as patient enrollment, clinical site activations, and information provided to the Company by its vendors on their actual costs incurred. Payments for these activities are based on the terms of the individual arrangements, which may differ from the patterns of costs incurred, and are reflected in the financial statements as accrued expenses, or prepaid expenses and other current assets, if the related services have not been provided. | |||||||||
Stock-Based Compensation | Stock-Based Compensation—The Company measures the cost of employee services received in exchange for an award of equity instruments based on the fair value of the award on the grant date. That cost is recognized on a straight-line basis over the period during which the employee is required to provide service in exchange for the award. The fair value of options on the date of grant is calculated using the Black-Scholes option pricing model based on key assumptions such as stock price, expected volatility and expected term. The Company’s estimates of these assumptions are primarily based on third-party valuations, historical data, peer company data and judgment regarding future trends and factors. | ||||||||
The Company accounts for stock options issued to non-employees in accordance with the provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) 505-50, Equity-Based Payments toNon-employees, which requires valuing the stock options on their grant date and measuring such stock options at their current fair value as they vest. | |||||||||
Fair Value Measurements | Fair Value Measurements—The Company is required to disclose information on all assets and liabilities reported at fair value that enables an assessment of the inputs used in determining the reported fair values. ASC 820, Fair Value Measurements and Disclosures(“ASC 820”), establishes a hierarchy of inputs used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability, and are developed based on the best information available in the circumstances. The fair value hierarchy applies only to the valuation inputs used in determining the reported fair value of the investments and is not a measure of the investment credit quality. The three levels of the fair value hierarchy are described below: | ||||||||
Level 1—Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. | |||||||||
Level 2—Valuations based on quoted prices for similar assets or liabilities in markets that are not active or for which all significant inputs are observable, either directly or indirectly. | |||||||||
Level 3—Valuations that require inputs that reflect the Company’s own assumptions that are both significant to the fair value measurement and unobservable. | |||||||||
To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The fair value of the Company’s financial instruments, including cash and cash equivalents, prepaid expenses and other current assets, accounts payable and accrued expenses approximate their respective carrying values due to the short-term nature of these instruments. The Company’s assets and liabilities measured at fair value on a recurring basis include its warrant liabilities, convertible notes redemption rights derivative and 2020 Convertible Notes derivative (see Note 7). | |||||||||
Derivative Financial Instruments | Derivative Financial Instruments—All derivatives are recorded as assets or liabilities at fair value, and the changes in fair value are immediately included in earnings, as the derivatives had not been formally designated as hedges for accounting purposes. The Company’s derivative financial instruments include bifurcated embedded derivatives that were identified within the 2020 Convertible Notes and the Convertible Bridge Notes (see Notes 4 and 8). | ||||||||
Net loss per share | Net loss per share—The Company calculates net loss per share in accordance with ASC 260, Earnings per Share. Basic earnings (loss) per share (“EPS”) is calculated by dividing the net income or loss applicable to common stockholders by the weighted average number of common shares outstanding for the period, without consideration of unissued common stock equivalents. The net loss applicable to common stockholders is determined by the reported net loss for the period and deducting dividends accrued and accretion of preferred stock. Diluted EPS is calculated by adjusting the weighted average common shares outstanding for the dilutive effect of common stock options, warrants, and convertible preferred stock and accrued but unpaid convertible preferred stock dividends. In periods where a net loss is recorded, no effect is given to potentially dilutive securities, as their effect would be anti-dilutive. | ||||||||
The following table sets forth the computation of basic and diluted earnings (loss) per share attributable to the Company’s common stockholders: | |||||||||
For the three months ended March 31, | |||||||||
2015 | 2014 | ||||||||
Numerator: | |||||||||
Net loss | $ | (1,462 | ) | $ | (2,148 | ) | |||
Accretion and dividends on convertible preferred stock | (130 | ) | (1,001 | ) | |||||
Net loss applicable to common stockholders | (1,592 | ) | (3,149 | ) | |||||
Denominator: | |||||||||
Weighted average common shares outstanding—basic and diluted | 7,677,575 | 1,020,088 | |||||||
Net loss per share applicable to common stockholders—basic and Diluted | $ | (0.21 | ) | $ | (3.09 | ) | |||
The following common stock equivalents were excluded from the calculation of diluted net loss per share for the periods indicated as including them would have an anti-dilutive effect: | |||||||||
March 31, | |||||||||
2015 | 2014 | ||||||||
Series AA preferred stock | — | 6,906,170 | |||||||
Series X preferred stock | — | 466,319 | |||||||
Share issuable upon conversion of the 2020 convertible notes | 3,333,333 | — | |||||||
Warrants for Series AA preferred stock | 56,408 | 266,428 | |||||||
Stock options | 911,075 | 11,835 | |||||||
Total | 4,300,816 | 7,650,752 | |||||||
Subsequent Events | Subsequent Events—The Company considers events or transactions that occur after the balance sheet date but prior to the issuance of the financial statements to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. The Company has completed an evaluation of all subsequent events through the date the financial statements were issued. | ||||||||
Significant_Accounting_Policie2
Significant Accounting Policies (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Accounting Policies [Abstract] | |||||||||
Schedule of Computation of Basic and Diluted Earnings (Loss) Per Share | The following table sets forth the computation of basic and diluted earnings (loss) per share attributable to the Company’s common stockholders: | ||||||||
For the three months ended March 31, | |||||||||
2015 | 2014 | ||||||||
Numerator: | |||||||||
Net loss | $ | (1,462 | ) | $ | (2,148 | ) | |||
Accretion and dividends on convertible preferred stock | (130 | ) | (993 | ) | |||||
Net loss applicable to common stockholders | (1,592 | ) | (3,141 | ) | |||||
Denominator: | |||||||||
Weighted average common shares outstanding—basic and diluted | 7,677,575 | 1,020,088 | |||||||
Net loss per share applicable to common stockholders—basic and diluted | $ | (0.21 | ) | $ | (3.08 | ) | |||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following common stock equivalents were excluded from the calculation of diluted net loss per share for the periods indicated as including them would have an anti-dilutive effect: | ||||||||
March 31, | |||||||||
2015 | 2014 | ||||||||
Series AA preferred stock | — | 6,906,170 | |||||||
Series X preferred stock | — | 466,319 | |||||||
Share issuable upon conversion of the 2020 Convertible Notes | 3,333,333 | — | |||||||
Warrants for Series AA preferred stock | 56,408 | 266,428 | |||||||
Stock options | 911,075 | 11,835 | |||||||
Total | 4,300,816 | 7,650,752 | |||||||
Accrued_Expenses_Tables
Accrued Expenses (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Payables and Accruals [Abstract] | |||||||||
Schedule of Accrued Expenses | |||||||||
Accrued expenses at March 31, 2015 and December 31, 2014 consisted of the following: | |||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
Research and development | $ | 18 | $ | 116 | |||||
Government payable | 429 | 421 | |||||||
Compensation and benefits | 345 | 293 | |||||||
Professional fees | 244 | 155 | |||||||
Other | 16 | 7 | |||||||
Total | $ | 1,052 | $ | 992 | |||||
Debt_Tables
Debt (Tables) | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Debt Disclosure [Abstract] | |||||
Summary of Issuance of Convertible Notes | The following table summarizes how the issuance of the 2020 Convertible Notes are reflected on the balance sheet at March 31, 2015: | ||||
March 31, 2015 | |||||
Gross proceeds | $ | 21,000 | |||
Initial value of embedded derivatives | (12,423 | ) | |||
Amortization of debt discount | 90 | ||||
Carrying value | $ | 8,667 | |||
Equity_Tables
Equity (Tables) | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Equity [Abstract] | |||||||||||||
Summary of Stock Option Activity | The following table summarizes activity for the three months ended March 31, 2015 under the 2014 Plan: | ||||||||||||
Number of Shares | Weighted Average | Aggregate | |||||||||||
Exercise Price Per | Intrinsic Value | ||||||||||||
Share | |||||||||||||
Options outstanding at December 31, 2014 | 900,117 | $ | 4.342 | $ | 970 | ||||||||
Granted during the period | — | — | |||||||||||
Exercised during the period | — | — | |||||||||||
Expired during the period | — | — | |||||||||||
Options outstanding at March 31, 2015 | 900,117 | $ | 4.342 | $ | 970 | ||||||||
Options exercisable at March 31, 2015 | 59,142 | $ | 4.342 | $ | 64 | ||||||||
Weighted-average years remaining on contractual life | 9.4 | ||||||||||||
Unrecognized compensation cost related to non-vested stock options | $ | 2,384 | |||||||||||
Aggregate intrinsic value is based on $5.42 per share, the closing price of common stock on March 31, 2015. | |||||||||||||
The Company has outstanding stock options pursuant to its 2004 Stock Option and Incentive Plan. The following table summarizes activity for the three months ended March 31, 2015 under the 2004 Plan: | |||||||||||||
Number of Shares | Weighted Average | Aggregate | |||||||||||
Exercise Price Per | Intrinsic Value | ||||||||||||
Share | |||||||||||||
Options outstanding at December 31, 2014 | 10,958 | $ | 40.578 | $ | — | ||||||||
Granted during the period | — | — | |||||||||||
Exercised during the period | — | — | |||||||||||
Expired during the period | — | — | |||||||||||
Options outstanding at March 31, 2015 | 10,958 | $ | 40.578 | $ | — | ||||||||
Options exercisable at March 31, 2015 | 10,958 | $ | 40.578 | $ | — | ||||||||
Weighted-average years remaining on contractual life | 3 | ||||||||||||
Unrecognized compensation cost related to non-vested stock options | $ | — |
Fair_Value_of_Financial_Measur1
Fair Value of Financial Measurements (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||
Fair Value of Liabilities Measured on Recurring Basis | The following table sets forth the Company’s financial instruments that were measured at fair value on a recurring basis by level within the fair value hierarchy: | ||||||||||||||||
Fair Value Measurements at | |||||||||||||||||
31-Mar-15 | |||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | ||||||||||||||
Liabilities: | |||||||||||||||||
2020 Convertible Notes derivative | $ | 10,426 | $ | — | $ | — | $ | 10,426 | |||||||||
Fair Value Measurements at | |||||||||||||||||
31-Dec-14 | |||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | ||||||||||||||
Liabilities: | |||||||||||||||||
Convertible preferred stock warrant liability | $ | 482 | $ | — | $ | — | $ | 482 | |||||||||
Convertible bridge notes redemption rights derivative | $ | 480 | $ | — | $ | — | $ | 480 | |||||||||
Schedule of Assumptions Used to Estimate Fair Value of Series AA Preferred Stock Warrants | The following table details the assumptions used in the Monte Carlo simulation models used to estimate the fair value of the Series AA preferred stock warrants at December 31, 2013, March 31, 2014 and December 31, 2014: | ||||||||||||||||
December 31, 2013 | March 31, 2014 | December 31, 2014 | |||||||||||||||
Volatility | 60 | % | 65 | % | 65% - 70 | % | |||||||||||
Expected term (years) | 1.00 - 1.25 | 0.50 - 0.75 | 0.17 - 0.50 | ||||||||||||||
Expected dividend yield | 0 | % | 0 | % | 0 | % | |||||||||||
Risk-free rate | 0.13 - 0.19 | % | 0.06% - 0.09 | % | 0.02% - 0.03 | % | |||||||||||
Schedule of Change in Company's Level 3 Liabilities | The following table reflects the change in the Company’s Level 3 liabilities for the three months ended March 31, 2015 and 2014: | ||||||||||||||||
Preferred stock | Convertible bridge notes | 2020 Convertible Notes | |||||||||||||||
warrant liabilities | redemption rights | derivative liability | |||||||||||||||
derivative liability | |||||||||||||||||
Balance at December 31, 2014 | $ | 482 | $ | 480 | $ | — | |||||||||||
Issuance of 2020 Convertible Notes | — | — | 12,423 | ||||||||||||||
Change in fair value | (267 | ) | (480 | ) | (1,997 | ) | |||||||||||
Reclassification to stockholders’ equity | (215 | ) | — | — | |||||||||||||
Balance at March 31, 2015 | $ | — | $ | — | $ | 10,426 | |||||||||||
Balance at December 31, 2013 | $ | 1,888 | $ | — | $ | — | |||||||||||
Change in fair value | 193 | — | — | ||||||||||||||
Balance at March 31, 2014 | $ | 2,081 | $ | — | $ | — | |||||||||||
Derivative_Financial_Instrumen1
Derivative Financial Instruments (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||||||
Summary of Fair Values of Derivative Instruments Not Designated as Hedging Instruments | Fair values of derivative instruments not designated as hedging instruments consist of the following: | ||||||||
Liability derivatives: | Balance Sheet Location | Fair Value | |||||||
December 31, 2014: | |||||||||
Convertible Bridge Notes redemption rights derivative | Convertible Bridge Notes redemption rights derivative | $ | 480 | ||||||
March 31, 2015: | |||||||||
2020 Convertible Notes derivative | 2020 Convertible Notes derivative | $ | |||||||
10,426 | |||||||||
Effect of Derivative Instrument Not Designated as Hedging Instruments on Statement of Operations | The effect of derivative instruments not designated as hedging instruments on the statement of operations for the three months ended March 31, 2015 consist of the following: | ||||||||
Derivatives not | Location of gain or loss | Amount of gain | |||||||
designated as | recognized in income on | or (loss) | |||||||
hedging instruments | derivative | recognized in | |||||||
income on | |||||||||
derivative | |||||||||
2020 Convertible | Change in fair value of | $ | 1,997 | ||||||
Notes derivative | 2020 Convertible Notes | ||||||||
derivative | |||||||||
Convertible Bridge | Change in fair value of | $ | 480 | ||||||
Notes | Convertible Bridge Notes | ||||||||
redemption rights derivative | |||||||||
Organization_and_Operations_Ad
Organization and Operations - Additional Information (Detail) (USD $) | 3 Months Ended | 1 Months Ended | |||
Mar. 31, 2015 | Feb. 28, 2015 | Dec. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | |
Schedule Of Description Of Business [Line Items] | |||||
Net proceeds from issuance of equity | $36,565,000 | ||||
Net proceeds from issuance of debts | 18,903,000 | ||||
Accumulated deficit | -129,503,000 | -128,041,000 | |||
Cash and cash equivalents | 53,139,000 | 3,618,000 | 10,938,000 | 12,793,000 | |
Estimated period of available funds to run normal organizational operations | 18 months | ||||
Senior Notes [Member] | |||||
Schedule Of Description Of Business [Line Items] | |||||
Convertible Senior Notes, Stated percentage | 5.00% | ||||
Aggregate principal amount | 20,000,000 | ||||
IPO [Member] | |||||
Schedule Of Description Of Business [Line Items] | |||||
Initial public offering common stock, shares | 6,667,000 | ||||
Initial public offering common stock, per shares | $6 | ||||
Over-Allotment Option [Member] | |||||
Schedule Of Description Of Business [Line Items] | |||||
Initial public offering common stock, shares | 299,333 | ||||
Initial public offering common stock, per shares | $6 | ||||
Over-Allotment Option [Member] | Senior Notes [Member] | |||||
Schedule Of Description Of Business [Line Items] | |||||
Aggregate principal amount | $1,000,000 |
Significant_Accounting_Policie3
Significant Accounting Policies - Additional Information (Detail) (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 |
Summary Of Significant Accounting Policy [Line Items] | |||
Deferred public offering costs | $1,088 | $1,846 | |
Amortization of deferred financing costs | 44 | 51 | |
Equity Offering [Member] | |||
Summary Of Significant Accounting Policy [Line Items] | |||
Deferred public offering costs | 2,307 | ||
Debt Offering [Member] | |||
Summary Of Significant Accounting Policy [Line Items] | |||
Deferred public offering costs | $627 |
Significant_Accounting_Policie4
Significant Accounting Policies - Schedule of Computation of Basic and Diluted Earnings (Loss) Per Share (Detail) (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Numerator: | ||
Net loss | ($1,462) | ($2,148) |
Accretion and dividends on convertible preferred stock | -130 | -993 |
Net loss applicable to common stockholders | ($1,592) | ($3,141) |
Denominator: | ||
Weighted average common shares outstanding-basic and diluted | 7,677,575 | 1,020,088 |
Net loss per share applicable to common stockholders-basic and diluted | ($0.21) | ($3.08) |
Significant_Accounting_Policie5
Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Detail) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 4,300,816 | 7,650,752 |
Series AA Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 6,906,170 | |
Series X Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 466,319 | |
Share Issuable Upon Conversion of the 2020 Convertible Notes [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 3,333,333 | |
Warrants for Series AA Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 56,408 | 266,428 |
Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 911,075 | 11,835 |
Accrued_Expenses_Schedule_of_A
Accrued Expenses - Schedule of Accrued Expenses (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Payables and Accruals [Abstract] | ||
Research and development | $18 | $116 |
Government payable | 429 | 421 |
Compensation and benefits | 345 | 293 |
Professional fees | 244 | 155 |
Other | 16 | 7 |
Total | $1,052 | $992 |
Debt_2020_Convertible_Notes_Ad
Debt - 2020 Convertible Notes - Additional Information (Detail) (USD $) | 3 Months Ended | |||
Mar. 31, 2015 | Dec. 31, 2014 | Mar. 24, 2015 | Feb. 23, 2015 | |
Debt Instrument [Line Items] | ||||
Debt instrument, unamortized discount | $12,333,000 | $12,333,000 | ||
Accrued interest | 104,000 | |||
2020 Convertible Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, face amount | 1,000,000 | 20,000,000 | ||
Debt instrument maturity date | 15-Feb-20 | |||
Interest accrued per annum | 5.00% | |||
Financing costs incurred by the company | 2,097,000 | |||
Number of shares, note gets converted into | 158.7302 | |||
Principal amount | 1,000 | |||
Discount rate | 2.00% | |||
Holdings in debt outstanding | 25.00% | |||
Number of days after default | 180 days | |||
Fair value of combined embedded derivative liability | 10,426,000 | 11,850,000 | ||
Derivative liabilities and discount recorded | 573,000 | |||
Change in estimated fair value of combined embedded derivative liability | 1,997,000 | |||
Interest expense | 209,000 | |||
Amortization of financing costs and discounts | 105,000 | |||
Debt instrument, unamortized discount | 12,333,000 | |||
Unamortized debt issuance expense | 2,082,000 | |||
Accrued interest | $104,000 | |||
2020 Convertible Notes [Member] | First 90 Days [Member] | ||||
Debt Instrument [Line Items] | ||||
Additional interest rate | 0.25% | |||
2020 Convertible Notes [Member] | 91 to 180 Days [Member] | ||||
Debt Instrument [Line Items] | ||||
Additional interest rate | 0.50% | |||
2020 Convertible Notes [Member] | Fundamental Change [Member] | ||||
Debt Instrument [Line Items] | ||||
Percentage of principal amount of notes to be purchased | 100.00% | |||
Repurchase price description | Upon a Fundamental Change, each Holder shall have the right to require the Company to repurchase for cash all of such Holderbs notes, or any portion thereof that is equal to $1 or an integral multiple of $1. | |||
Repurchase price | $1 | |||
2020 Convertible Notes [Member] | Fundamental Change [Member] | Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Number of shares, note gets converted into | 0 | |||
2020 Convertible Notes [Member] | Fundamental Change [Member] | Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Number of shares, note gets converted into | 7.9364 |
Debt_Summary_of_Issuance_of_Co
Debt - Summary of Issuance of Convertible Notes (Detail) (USD $) | Mar. 31, 2015 |
In Thousands, unless otherwise specified | |
Debt Instrument [Line Items] | |
Carrying value | $8,667 |
2020 Convertible Notes [Member] | |
Debt Instrument [Line Items] | |
Gross proceeds | 21,000 |
Initial value of embedded derivatives | -12,423 |
Amortization of debt discount | 90 |
Carrying value | $8,667 |
Debt_Convertible_Bridge_Notes_
Debt - Convertible Bridge Notes - Additional Information (Detail) (USD $) | 3 Months Ended | 1 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Feb. 28, 2015 | Dec. 31, 2014 | |
Debt Instrument [Line Items] | ||||
Amortization of financing costs | $44,000 | $51,000 | ||
Losses on extinguishment of debt | -522,000 | |||
Convertible Bridge Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument principal amount | 2,000,000 | |||
Maturity date | 30-Jun-15 | |||
Debt instrument annual interest rate | 8.00% | 8.00% | ||
Debt instrument, interest expense to coupon rate | 23,000 | |||
Amortization of financing costs | 128,000 | |||
Losses on extinguishment of debt | -360,000 | |||
Debt converted into shares of common stock | 337,932 | |||
Share offering price | $6 | |||
Gain in change in fair value | 480,000 | |||
Convertible Bridge Notes [Member] | Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Gross proceeds | $40,000,000 |
Debt_Notes_Payable_Additional_
Debt - Notes Payable - Additional Information (Detail) (USD $) | 0 Months Ended | 1 Months Ended | 3 Months Ended | |||
Jun. 28, 2013 | Feb. 28, 2015 | Mar. 31, 2015 | Mar. 31, 2014 | Jan. 31, 2015 | Jun. 28, 2013 | |
Installment | Entity | |||||
Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Losses on extinguishment of debt | ($522,000) | |||||
Change in fair value of warrant liabilities | 267,000 | -193,000 | ||||
Notes Payable [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Number of loan and security agreements | 2 | 2 | ||||
Number of financial entities | 2 | 2 | ||||
Debt instrument principal balance | 3,500,000 | 3,500,000 | ||||
Proceeds from loans issued | 6,915,000 | |||||
Interest rate | 11.00% | |||||
Debt instrument maturity date | 1-Oct-16 | |||||
Interest only payments for initial | 12 months | |||||
Number of installments | 27 | |||||
Termination payment percentage | 3.00% | 3.00% | ||||
Loan termination payment | 210,000 | 210,000 | ||||
Warrant or right securities called by warrants, amount | 350,000 | |||||
Warrant expiration date | The warrants expire on the earlier of (i) ten years after the date of grant, or (ii) immediately prior to an acquisition transaction, as defined in the warrants. | |||||
Repaying principal amount | 5,347,000 | |||||
Prepayment fee | 160,000 | |||||
Interest accrued | 23,000 | |||||
Debt instrument, principal payments | 243,000 | |||||
Losses on extinguishment of debt | -482,000 | |||||
Interest expense related to loan agreements | 115,000 | 243,000 | ||||
Accretion of debt discounts and termination payment | 26,000 | 51,000 | ||||
Warrants issued to lenders exercisable to common shares | 56,408 | |||||
Warrants issued to lenders exercisable to common shares, price per share | $6.20 | |||||
Change in fair value of warrant liabilities | 267,000 | |||||
Reclassification of fair value of warrant liability to equity upon initial public offering | 215,000 | |||||
Notes Payable [Member] | Warrants [Member] | ||||||
Debt Instrument [Line Items] | ||||||
IPO price of the Company's common stock | $6 | |||||
Fair value assumptions, expected term | 8 years 4 months 24 days | |||||
Fair value assumptions, risk free interest rate | 1.70% | |||||
Fair value assumptions, expected volatility rate | 60.00% | |||||
Fair value of the warrant liability | $215,000 | |||||
Notes Payable [Member] | Series AA Preferred Stock [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Preferred stock issued to lenders | 228,906 | |||||
Preferred stock issued to lenders, price per share | $1.53 |
Equity_Additional_Information_
Equity - Additional Information (Detail) (USD $) | 1 Months Ended | 3 Months Ended | 0 Months Ended | 48 Months Ended | 12 Months Ended | ||
Jan. 31, 2015 | Nov. 30, 2014 | Mar. 31, 2015 | Aug. 28, 2014 | Aug. 30, 2018 | Dec. 31, 2014 | Feb. 28, 2015 | |
Stockholders Equity [Line Items] | |||||||
Common stock, shares authorized | 120,000,000 | 43,509,727 | 120,000,000 | ||||
Common stock, par value | $0.01 | $0.01 | $0.01 | ||||
Preferred stock, shares authorized | 28,659,924 | ||||||
Preferred stock, par value | $0.00 | $0.00 | $0.00 | ||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | ||||
Reverse stock split, conversion ratio | 1.197 | 3.39 | |||||
Reverse stock split, description | In November 2014, the board of directors and the stockholders of the Company approved a 1-for-3.39 reverse stock split of the Company's outstanding common stock and in January 2015, the board of directors and the stockholders of the Company approved a 1-for-1.197 reverse stock split of the Company's outstanding common stock | ||||||
Redeemable convertible preferred stock | $46,801,000 | ||||||
Common stock voting rights description | One vote per share | ||||||
Common stock, shares outstanding | 16,327,003 | 1,020,088 | |||||
2014 Stock Option and Incentive Plan [Member] | |||||||
Stockholders Equity [Line Items] | |||||||
Preferred stock shares vested | 59,142 | ||||||
Stock based compensation expense | 414,000 | ||||||
Percentage of outstanding common stock increased to shares available for grant | 13.70% | ||||||
Number of shares available for grant | 2,175,216 | ||||||
Stock options granted | 0 | 840,975 | |||||
Expiration period of stock options | 10 years | ||||||
Exercise price of stock options granted | $0 | $4.34 | |||||
Stock options, terms of vesting | These stock options will vest 25% on the one-year anniversary of the grant date and remaining 75% will vest equally over the following 35 monthly anniversaries. | ||||||
Additional stock options granted | 59,142 | ||||||
Stock options, dividend yield | 0.00% | ||||||
Closing price of common stock | $5.42 | ||||||
Stock options, intrinsic value | 970,000 | 970,000 | |||||
2014 Stock Option and Incentive Plan [Member] | General and Administrative Expense [Member] | |||||||
Stockholders Equity [Line Items] | |||||||
Stock based compensation expense | 218,000 | ||||||
2014 Stock Option and Incentive Plan [Member] | Research and Development Expense [Member] | |||||||
Stockholders Equity [Line Items] | |||||||
Stock based compensation expense | 196,000 | ||||||
2014 Stock Option and Incentive Plan [Member] | Vest on One-Year Anniversary [Member] | |||||||
Stockholders Equity [Line Items] | |||||||
Stock options, vesting percentage | 25.00% | ||||||
2014 Stock Option and Incentive Plan [Member] | Vest Equally Over 35 Monthly Anniversaries [Member] | |||||||
Stockholders Equity [Line Items] | |||||||
Stock options, vesting percentage | 75.00% | ||||||
2014 Stock Option and Incentive Plan [Member] | Minimum [Member] | |||||||
Stockholders Equity [Line Items] | |||||||
Stock options, expected term | 5 years | ||||||
Stock options, expected stock price volatility | 83.30% | ||||||
Stock options, risk free rate | 1.63% | ||||||
2014 Stock Option and Incentive Plan [Member] | Maximum [Member] | |||||||
Stockholders Equity [Line Items] | |||||||
Stock options, expected term | 6 years 3 months | ||||||
Stock options, expected stock price volatility | 92.50% | ||||||
Stock options, risk free rate | 1.84% | ||||||
2004 Stock Option Plan [Member] | |||||||
Stockholders Equity [Line Items] | |||||||
Stock options granted | 0 | ||||||
Exercise price of stock options granted | $0 | ||||||
Closing price of common stock | $5.42 | ||||||
Stock options, intrinsic value | 0 | ||||||
Employee Stock Purchase Plan [Member] | |||||||
Stockholders Equity [Line Items] | |||||||
Percentage of outstanding common stock increased to shares available for grant | 1.00% | ||||||
Number of shares available for grant | 160,276 | ||||||
Number of shares issued | 0 | ||||||
Employee Stock Purchase Plan [Member] | Maximum [Member] | |||||||
Stockholders Equity [Line Items] | |||||||
Number of shares reserved for future issuance | 600,000 | ||||||
Scenario, Forecast [Member] | 2014 Stock Option and Incentive Plan [Member] | |||||||
Stockholders Equity [Line Items] | |||||||
Stock based compensation expense | 2,798,000 | ||||||
IPO [Member] | |||||||
Stockholders Equity [Line Items] | |||||||
Conversion of preferred stock to common stock | 8,002,650 | ||||||
Stock based compensation expense | 950,000 | ||||||
Series AA Redeemable Convertible Preferred Stock [Member] | |||||||
Stockholders Equity [Line Items] | |||||||
Preferred stock, shares authorized | 0 | 25,757,874 | |||||
Preferred stock, shares outstanding | 0 | 24,057,013 | |||||
Redeemable convertible preferred stock | 46,253,000 | ||||||
Series AA Redeemable Convertible Preferred Stock [Member] | Conversion of Convertible Preferred Stock [Member] | |||||||
Stockholders Equity [Line Items] | |||||||
Common stock, par value | $75 | ||||||
Redeemable convertible preferred stock | 46,383,000 | ||||||
Preferred stock, additional paid in capital | 46,308,000 | ||||||
Series X Redeemable Convertible Preferred Stock [Member] | |||||||
Stockholders Equity [Line Items] | |||||||
Preferred stock, shares authorized | 0 | 2,902,050 | |||||
Preferred stock, shares outstanding | 0 | 1,892,320 | |||||
Redeemable convertible preferred stock | 548,000 | ||||||
Preferred stock shares vested | 558,862 | ||||||
Series X Redeemable Convertible Preferred Stock [Member] | Conversion of Convertible Preferred Stock [Member] | |||||||
Stockholders Equity [Line Items] | |||||||
Common stock, par value | $5 | ||||||
Redeemable convertible preferred stock | 548,000 | ||||||
Preferred stock, additional paid in capital | $543,000 | ||||||
Series AA and Series X Redeemable Convertible Preferred Stock [Member] | IPO [Member] | |||||||
Stockholders Equity [Line Items] | |||||||
Preferred stock, shares outstanding | 25,949,333 |
Equity_Summary_of_Stock_Option
Equity - Summary of Stock Option Activity (Detail) (USD $) | 0 Months Ended | 3 Months Ended |
Aug. 28, 2014 | Mar. 31, 2015 | |
2014 Stock Option and Incentive Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Shares Outstanding, Beginning Balance | 900,117 | |
Number of Shares , Granted | 840,975 | 0 |
Number of Shares , Exercised | 0 | |
Number of Shares , Expired | 0 | |
Number of Shares Outstanding, Ending Balance | 900,117 | |
Number of Shares, Options Exercisable | 59,142 | |
Weighted-average years remaining on contractual life | 9 years 4 months 24 days | |
Unrecognized compensation cost related to non-vested stock options | $2,384,000 | |
Weighted Average Exercise Price Per Share, Beginning Balance | $4.34 | |
Weighted Average Exercise Price Per Share, Granted | $4.34 | $0 |
Weighted Average Exercise Price Per Share, Exercised | $0 | |
Weighted Average Exercise Price Per Share, Expired | $0 | |
Weighted Average Exercise Price Per Share, Ending Balance | $4.34 | |
Weighted Average Exercise Price Per Share, Options Exercisable | $4.34 | |
Aggregate Intrinsic Value, Outstanding Beginning Balance | 970,000 | |
Aggregate Intrinsic Value, Outstanding Ending Balance | 970,000 | |
Aggregate Intrinsic Value, Options Exercisable | 64,000 | |
2004 Stock Option Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Shares Outstanding, Beginning Balance | 10,958 | |
Number of Shares , Granted | 0 | |
Number of Shares , Exercised | 0 | |
Number of Shares , Expired | 0 | |
Number of Shares Outstanding, Ending Balance | 10,958 | |
Number of Shares, Options Exercisable | 10,958 | |
Weighted-average years remaining on contractual life | 3 years | |
Weighted Average Exercise Price Per Share, Beginning Balance | $40.58 | |
Weighted Average Exercise Price Per Share, Granted | $0 | |
Weighted Average Exercise Price Per Share, Exercised | $0 | |
Weighted Average Exercise Price Per Share, Expired | $0 | |
Weighted Average Exercise Price Per Share, Ending Balance | $40.58 | |
Weighted Average Exercise Price Per Share, Options Exercisable | $40.58 | |
Aggregate Intrinsic Value, Outstanding Ending Balance | $0 |
Commitments_and_Contingencies_
Commitments and Contingencies - Additional Information (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating leases, rent expenses | $15 | $15 |
Operating leases, future payments due | $43 |
Fair_Value_of_Financial_Measur2
Fair Value of Financial Measurements - Fair Value of Liabilities Measured on Recurring Basis (Detail) (Fair Value Measurements, Recurring [Member], USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
2020 Convertible Notes Derivative [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Total liability fair value disclosure | $10,426 | |
Convertible Preferred Stock Warrant Liability [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Total liability fair value disclosure | 482 | |
Convertible Bridge Notes Redemption Rights Derivative [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Total liability fair value disclosure | 480 | |
Level 3 [Member] | 2020 Convertible Notes Derivative [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Total liability fair value disclosure | 10,426 | |
Level 3 [Member] | Convertible Preferred Stock Warrant Liability [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Total liability fair value disclosure | 482 | |
Level 3 [Member] | Convertible Bridge Notes Redemption Rights Derivative [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Total liability fair value disclosure | $480 |
Fair_Value_of_Financial_Measur3
Fair Value of Financial Measurements - Schedule of Assumptions Used to Estimate Fair Value of Series AA Preferred Stock Warrants (Detail) (Convertible Preferred Stock Warrant Liability [Member]) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Volatility | 65.00% | 60.00% | |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Minimum [Member] | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Volatility | 65.00% | ||
Expected term (years) | 6 months | 2 months 1 day | 1 year |
Risk-free rate | 0.06% | 0.02% | 0.13% |
Maximum [Member] | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Volatility | 70.00% | ||
Expected term (years) | 9 months | 6 months | 1 year 3 months |
Risk-free rate | 0.09% | 0.03% | 0.19% |
Fair_Value_of_Financial_Measur4
Fair Value of Financial Measurements - Additional Information (Detail) (Convertible Bridge Notes Redemption Rights Derivative [Member], USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2014 |
Convertible Bridge Notes Redemption Rights Derivative [Member] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Fair value inputs, probability of occurrence to change in control redemption feature | 25.00% |
Fair value inputs, discount rate under control redemption feature | 18.90% |
Fair value of embedded derivative | $480 |
Fair_Value_of_Financial_Measur5
Fair Value of Financial Measurements - Schedule of Change in Company's Level 3 Liabilities (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Convertible Preferred Stock Warrant Liability [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Gains and Losses [Line Items] | ||
Beginning Balance | $482 | $1,888 |
Change in fair value | -267 | 193 |
Reclassification to stockholders' equity | -215 | |
Ending Balance | 2,081 | |
Convertible Bridge Notes Redemption Rights Derivative [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Gains and Losses [Line Items] | ||
Beginning Balance | 480 | |
Change in fair value | -480 | |
2020 Convertible Notes Derivative [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Gains and Losses [Line Items] | ||
Issuance of 2020 Convertible Notes | 12,423 | |
Change in fair value | -1,997 | |
Ending Balance | $10,426 |
Derivative_Financial_Instrumen2
Derivative Financial Instruments - Summary of Fair Values of Derivative Instruments Not Designated as Hedging Instruments (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
2020 Convertible Notes Derivative [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Liability derivatives at fair value | $10,426 | |
Convertible Bridge Notes Redemption Rights Derivative [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Liability derivatives at fair value | $480 |
Derivative_Financial_Instrumen3
Derivative Financial Instruments - Effect of Derivative Instrument Not Designated as Hedging Instruments on Statement of Operations (Detail) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2015 |
Change in Fair Value of 2020 Convertible Notes Derivative [Member] | |
Derivative Instruments, Gain (Loss) [Line Items] | |
Amount of gain or (loss) recognized in income on derivative | $1,997 |
Change in Fair Value of Convertible Bridge Notes Redemption Rights Derivative[Member] | |
Derivative Instruments, Gain (Loss) [Line Items] | |
Amount of gain or (loss) recognized in income on derivative | $480 |
Management_Incentive_Plan_Addi
Management Incentive Plan - Additional Information (Detail) (2014 Management Incentive Plan [Member]) | 1 Months Ended |
Aug. 31, 2014 | |
Minimum [Member] | |
Compensation Related Costs Disclosure [Line Items] | |
Portion of transaction proceeds, bonus for each participants under bonus pool | 7.00% |
Maximum [Member] | |
Compensation Related Costs Disclosure [Line Items] | |
Portion of transaction proceeds, bonus for each participants under bonus pool | 9.75% |