Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 01, 2018 | Jun. 30, 2017 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | RCKT | ||
Entity Registrant Name | ROCKET PHARMACEUTICALS, INC. | ||
Entity Central Index Key | 1,281,895 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Common Stock, Shares Outstanding | 39,402,023 | ||
Entity Public Float | $ 45.4 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 78,720 | $ 29,798 |
Short-term investments | 21,294 | 96,675 |
Prepaid expenses and other current assets | 1,033 | 1,876 |
Total current assets | 101,047 | 128,349 |
Property and equipment, net | 563 | 1,130 |
Other assets | 168 | 168 |
Total assets | 101,778 | 129,647 |
Current liabilities: | ||
Accounts payable | 451 | 1,592 |
Accrued expenses and other current liabilities | 2,373 | 4,246 |
Accrued interest | 1,246 | 1,204 |
Total current liabilities | 4,070 | 7,042 |
Other long-term liabilities | 403 | 477 |
Total liabilities | 54,014 | 56,479 |
Commitments and Contingencies (Note 9) | ||
Stockholders’ equity: | ||
Preferred Stock, $0.001 par value: 5,000,000 shares authorized and no shares issued or outstanding | ||
Common stock, $0.01 par value: 120,000,000 shares authorized at December 31, 2017 and December 31, 2016; 6,805,686 shares and 6,746,579 shares issued and outstanding at December 31, 2017 and December 31, 2016, respectively | 68 | 67 |
Additional paid-in capital | 316,086 | 312,032 |
Accumulated deficit | (268,374) | (238,877) |
Accumulated other comprehensive loss | (16) | (54) |
Total stockholders’ equity | 47,764 | 73,168 |
Total liabilities and stockholders’ equity | 101,778 | 129,647 |
2021 Convertible Notes [Member] | ||
Current liabilities: | ||
2021 Convertible Notes, net of issuance costs | $ 49,541 | $ 48,960 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
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 | 120,000,000 |
Common stock, shares issued | 6,805,686 | 6,746,579 |
Common stock, shares outstanding | 6,805,686 | 6,746,579 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Operating expenses: | ||
Research and development | $ (14,193) | $ (31,985) |
General and administrative | (12,544) | (9,894) |
Loss from operations | (26,737) | (41,879) |
Interest expense | (3,579) | (1,418) |
Interest income | 819 | 443 |
Net loss | $ (29,497) | $ (42,854) |
Net loss per share attributable to common stockholders—basic and diluted | $ (4.36) | $ (6.41) |
Weighted-average number of shares outstanding—basic and diluted | 6,765,451 | 6,683,794 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Net loss | $ (29,497) | $ (42,854) |
Other comprehensive loss: | ||
Net unrealized gain (loss) on marketable securities | 38 | (43) |
Total comprehensive loss | $ (29,459) | $ (42,897) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss [Member] |
Beginning Balance at Dec. 31, 2015 | $ 108,813 | $ 66 | $ 304,781 | $ (196,023) | $ (11) |
Beginning Balance, shares at Dec. 31, 2015 | 6,605,849 | ||||
Stock-based compensation | 2,909 | 2,909 | |||
Stock options exercised, value | 191 | 191 | |||
Stock options exercised, shares | 13,577 | ||||
Common stock issued pursuant to employee stock purchase plan, value | 155 | 155 | |||
Common stock issued pursuant to employee stock purchase plan, shares | 6,481 | ||||
Issuance of common stock, net of $403 in offering costs, value | 3,997 | $ 1 | 3,996 | ||
Issuance of common stock, net of $403 in offering costs, shares | 120,672 | ||||
Unrealized comprehensive gain (loss) on marketable securities | (43) | (43) | |||
Net loss | (42,854) | (42,854) | |||
Ending Balance at Dec. 31, 2016 | 73,168 | $ 67 | 312,032 | (238,877) | (54) |
Ending Balance, shares at Dec. 31, 2016 | 6,746,579 | ||||
Stock-based compensation | 4,036 | 4,036 | |||
Common stock issued pursuant to employee stock purchase plan, value | 35 | 35 | |||
Common stock issued pursuant to employee stock purchase plan, shares | 5,971 | ||||
Issuance of common stock pursuant to settlement of restricted stock units, value | $ 1 | (1) | |||
Issuance of common stock pursuant to settlement of restricted stock units, shares | 56,406 | ||||
Shares surrendered by employees to pay taxes related to settlement of restricted stock | (16) | (16) | |||
Shares surrendered by employees to pay taxes related to settlement of restricted stock, shares | (3,270) | ||||
Unrealized comprehensive gain (loss) on marketable securities | 38 | 38 | |||
Net loss | (29,497) | (29,497) | |||
Ending Balance at Dec. 31, 2017 | $ 47,764 | $ 68 | $ 316,086 | $ (268,374) | $ (16) |
Ending Balance, shares at Dec. 31, 2017 | 6,805,686 |
Consolidated Statements of Cha7
Consolidated Statements of Changes in Stockholders' Equity (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
IPO | |
Issuance of common stock, offering costs | $ 403 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (29,497) | $ (42,854) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Noncash interest expense | 581 | 222 |
Noncash rent | (59) | (60) |
Noncash asset impairment charge | 437 | |
Amortization of premium on marketable securities | 217 | 225 |
Depreciation | 200 | 169 |
Stock-based compensation | 4,036 | 2,909 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | 960 | (948) |
Accounts payable | (1,141) | (41) |
Accrued expenses and other liabilities | (1,846) | 3,112 |
Net cash used in operating activities | (26,112) | (37,266) |
Cash flows from investing activities: | ||
Purchases of short-term investments | (27,204) | (122,277) |
Proceeds from the maturities of short-term investments | 102,289 | 56,705 |
Purchase of property and equipment | (70) | (487) |
Net cash provided by (used in) investing activities | 75,015 | (66,059) |
Cash flows from financing activities: | ||
Net proceeds from issuance of common stock | 3,997 | |
Payments made for taxes of employees who surrendered shares related to settlement of restricted stock | (16) | |
Net cash provided by financing activities: | 19 | 53,081 |
Net change in cash and cash equivalents | 48,922 | (50,244) |
Cash and cash equivalents, beginning of period | 29,798 | 80,042 |
Cash and cash equivalents, end of period | 78,720 | 29,798 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 2,957 | |
Supplemental disclosure of noncash investing and financing activities: | ||
Net unrealized gain (loss) on marketable securities | 38 | (43) |
2021 Convertible Notes [Member] | ||
Cash flows from financing activities: | ||
Proceeds from issuance of 2021 Convertible Notes | 52,000 | |
Payments of 2021 Convertible Notes issuance costs | (3,262) | |
Stock Option Plans [Member] | ||
Cash flows from financing activities: | ||
Proceeds from the issuance of common stock | 191 | |
Employee Stock Purchase Plan [Member] | ||
Cash flows from financing activities: | ||
Proceeds from the issuance of common stock | $ 35 | $ 155 |
Organization and Operations
Organization and Operations | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Organization and Operations | 1. Organization and Operations On January 4, 2018, Rome Merger Sub (“Merger Sub”), a wholly owned subsidiary of Inotek Pharmaceuticals Corporation (“Inotek”), completed its merger with and into Rocket Pharmaceuticals, Ltd., a privately held, multi-platform biotechnology company focused on the development of first-in-class gene therapies for rare and devastating pediatric diseases (“Private Rocket”), with Private Rocket surviving as a wholly owned subsidiary of Inotek. This transaction is referred to as the “Reverse Merger.” The Reverse Merger was effected pursuant to an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), dated as of September 12, 2017, by and among Inotek, Private Rocket and Rome Merger Sub. Immediately prior to the Reverse Merger, on January 4, 2018, Inotek effected a 1-for-4 reverse stock split on its issued and outstanding common stock. The accompanying consolidated financial statements and notes to the consolidated financial statements give retroactive effect to the reverse stock split for all periods presented. Upon the closing of the Reverse Merger, each outstanding share of Private Rocket’s common stock converted into approximately 76.185 shares of Inotek’s common stock. In addition, each outstanding option to purchase Private Rocket’s common stock prior to the effective time of the Reverse Merger was converted into an option to purchase Inotek’s common stock. No fractional shares of Inotek’s common stock were issued in connection with the Reverse Merger. Instead, Private Rocket’s stockholders received cash in lieu of any fractional shares of Rocket’s common stock such stockholders would have otherwise been entitled to receive in accordance with the Merger Agreement. Immediately following the Reverse Merger, the combined company changed its name from “Inotek Pharmaceuticals Corporation” to “Rocket Pharmaceuticals, Inc.” The combined company following the Reverse Merger may be referred to herein as “the combined company,” “Rocket,” or “the Company.” The accompanying consolidated financial statements do not give effect to the Reverse Merger. The financial statements have been labeled “Inotek Pharmaceuticals Corporation” for the purposes of this filing, which was the entity name in effect for the historical periods presented. The Reverse Merger will be accounted for as a reverse merger under the acquisition method of accounting. After reviewing the relative voting rights, the composition of the board of directors and the composition of senior management of the combined company after the Reverse Merger, it was determined that Private Rocket will be treated as the accounting acquirer and Inotek will be treated as the “acquired” company for financial reporting purposes under the acquisition method of accounting. See Note 12. Prior to the Reverse Merger, Inotek was a clinical-stage biopharmaceutical company focused on the discovery, development and commercialization of therapies for ocular diseases, including glaucoma. After failing to meet the primary endpoints in its first pivotal Phase 3 trial of trabodenoson trabodenoson latanoprost trabodenoson Historically, Inotek devoted substantially all of its resources to research and development efforts relating to its product candidates, including conducting clinical trials, providing general and administrative support for these operations and protecting its intellectual property. Inotek did not have any products approved for sale and did not generate any revenue from product sales or other sources. From Inotek’s inception through December 31, 2017, it funded its operations primarily through the sales of equity and debt securities. In February 2015, Inotek completed an initial public offering (“IPO”) of its common stock and a concurrent offering of convertible senior notes, raising an aggregate of $55,398 in net proceeds. In August 2015, Inotek completed a follow-on offering of its common stock, raising an aggregate of $73,965 in net proceeds. In August 2016, Inotek completed a second offering of convertible senior notes, raising an aggregate of $48,738 in net proceeds. Inotek incurred net losses in each year since its inception. As of December 31, 2017, Inotek had an accumulated deficit of $268,374 and cash and cash equivalents and short-term investments aggregating $100,014. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. Significant Accounting Policies Basis of Presentation —The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The consolidated financial statements reflect the operations of Inotek and its wholly owned subsidiaries, Inotek Securities Corporation, Inotek Ltd and Rome Merger Sub. All significant intercompany balances and transactions have been eliminated in consolidation. Certain reclassifications have been made to prior year amounts to conform to the current year presentation. Segment Reporting —Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. Inotek views its operations and manages its business in one operating segment. 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 and the calculation of accruals related to research and clinical development. Comprehensive loss —Comprehensive loss is defined as the change in equity of a business enterprise during a period from transactions, and other events and circumstances from non-owner sources, and currently consists of net loss and changes in unrealized gains and losses on short-term investments. Accumulated other comprehensive loss consists entirely of unrealized gains and losses from short-term investments as of December 31, 2017 and 2016. Cash and Cash Equivalents —Cash and cash equivalents consist of bank deposits, certificates of deposit and money market accounts. Cash equivalents are carried at cost which approximates fair value due to their short-term nature and which Inotek believes do not have a material exposure to credit risk. Inotek considers all highly liquid investments with maturities of three months or less from the date of purchase to be cash equivalents. Inotek 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. Inotek’s cash and cash equivalent accounts, at times, may exceed federally insured limits. Inotek has not experienced any losses in such accounts. Inotek believes it is not exposed to any significant credit risk on cash and cash equivalents. Short-term investments —Short-term investments consist of investments in certificates of deposit, agency bonds and United States Treasury securities. Management determines the appropriate classification of these securities at the time they are acquired and evaluates the appropriateness of such classifications at each balance sheet date. Inotek classifies its short-term investments as available-for-sale pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) 320, Investments—Debt and Equity Securities . Short-term investments are recorded at fair value, with unrealized gains and losses included as a component of accumulated other comprehensive loss in stockholders’ equity and a component of total comprehensive loss in the consolidated statements of comprehensive loss, until realized. Realized gains and losses are included in investment income on a specific-identification basis. There were no realized gains or losses on short-term investments for the twelve months ended December 31, 2017 and 2016. There were $38 of net unrealized gains and $43 of net unrealized losses on short-term investments as of December 31, 2017 and 2016, respectively. Inotek reviews short-term investments for other-than-temporary impairment whenever the fair value of a short-term investment is less than the amortized cost and evidence indicates that a short-term investment’s carrying amount is not recoverable within a reasonable period of time. Other-than-temporary impairments of investments are recognized in the statements of operations if Inotek has experienced a credit loss, has the intent to sell the short-term investment, or if it is more likely than not that Inotek will be required to sell the short-term investment before recovery of the amortized cost basis. Evidence considered in this assessment includes reasons for the impairment, compliance with Inotek’s investment policy, the severity and the duration of the impairment and changes in value subsequent to the end of the period. Short-term investments at December 31, 2017 consist of the following: Cost Basis Unrealized Gains Unrealized Losses Fair Value (in thousands) Current: Certificates of deposit $ 3,667 $ — $ — $ 3,667 United States Treasury securities 17,643 — (16 ) 17,627 $ 21,310 $ — $ (16 ) $ 21,294 Short-term investments at December 31, 2016 consist of the following: Cost Basis Unrealized Gains Unrealized Losses Fair Value (in thousands) Current: Certificates of deposit $ 22,046 $ — $ — $ 22,046 Agency bonds 5,917 — (4 ) 5,913 United States Treasury securities 68,766 1 (51 ) 68,716 $ 96,729 $ 1 $ (55 ) $ 96,675 At December 31, 2017 and 2016, all short-term investments held by Inotek had contractual maturities of less than one year. Inotek evaluated its securities for other-than-temporary impairment and determined that no such impairment existed at December 31, 2017 and 2016. Property and Equipment —Property and equipment are stated at cost. Expenditures for repairs and maintenance are charged to expense as incurred. Upon retirement or sale, the cost of the assets disposed of and the related accumulated depreciation are eliminated from the accounts and any resulting gain or loss is reflected in the consolidated statement of operations. Depreciation and amortization is provided using the straight-line method over the estimated useful lives of the assets, which are as follows: Asset Classification Estimated Useful Life Computer hardware and software 3 - 5 years Laboratory equipment 5 years Office equipment 5 years Leasehold improvements Shorter of useful life or remaining life of lease Impairment of Long-Lived Assets —Inotek assesses the recoverability of its long-lived assets, which include property and equipment, whenever significant events or changes in circumstances indicate impairment may have occurred. If indicators of impairment exist, projected future undiscounted cash flows associated with the asset are compared to its carrying amount to determine whether the asset’s value is recoverable. Any resulting impairment is recorded as a reduction in the carrying value of the related asset in excess of fair value and charged to operating results (See Note 3). Debt Issuance Costs —Debt issuance costs at December 31, 2017 and 2016 consist of underwriting discounts and offering-related costs incurred by Inotek in connection with the closing of the 2021 Convertible Notes and are included as a direct deduction from the carrying amount of the 2021 Convertible Notes on Inotek’s consolidated balance sheets. Inotek amortizes debt issuance costs to interest expense over the life of the 2021 Convertible Notes using the effective interest method. (See Note 5). Amortization of debt issuance costs was $581 and $222 for the twelve months ended December 31, 2017 and 2016, 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 Inotek 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 —Inotek 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. Inotek’s estimates of these assumptions are primarily based on the trading price of Inotek’s stock, historical data, peer company data and judgment regarding future trends and factors. The fair value of restricted stock awards is based on the intrinsic value of such awards on the date of grant. Compensation cost for stock purchase rights under the employee stock purchase plan is measured and recognized on the date Inotek becomes obligated to issue shares of our common stock and is based on the difference between the fair value of Inotek’s common stock and the purchase price on such date. Fair Value Measurements —Inotek 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. FASB 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 Inotek. Unobservable inputs are inputs that reflect Inotek’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 Inotek 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 Inotek’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 Inotek 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. Inotek’s material financial instruments at December 31, 2017 and 2016, consisted of cash and cash equivalents, short-term investments, accounts payable and the 2021 Notes. The fair value of Inotek’s cash and cash equivalents and accounts payable approximate their respective carrying values due to the short-term nature of these instruments and amounts. Inotek estimates the fair value of the 2021 Notes using quoted market prices obtained from third-party pricing services, which is classified as a Level 2 input due to limited market trading. As of December 31, 2017 and 2016, the fair value of the 2021 Notes was approximately $38,610 and $55,640, respectively, which differed from the 2021 Notes’ carrying value at each such date. Inotek’s assets and liabilities measured at fair value on a recurring basis include its short-term investments. There were no material liability-classified warrants, derivatives or derivative liabilities outstanding in 2017 or 2016. Income taxes —Inotek uses the asset and liability method for accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax bases. Deferred tax assets and liabilities are measured using enacted rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is recorded if it is more likely than not that a deferred tax asset will not be realized. Inotek has provided a full valuation allowance on its deferred tax assets. Inotek recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. Inotek recognizes interest and penalties related to uncertain tax positions in income tax expense. As of December 31, 2017 and 2016, Inotek had no accrued interest or penalties related to uncertain tax positions and no amounts have been recognized in Inotek’s statements of operations. Net loss per share —Inotek calculates net loss per share in accordance with FASB 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 EPS attributable to Inotek’s common stockholders: For the Years Ended December 31, 2017 2016 (in thousands, except share and per share amounts) Numerator: Net loss applicable to common stockholders $ (29,497 ) $ (42,854 ) Denominator: Weighted average common shares outstanding—basic and diluted 6,765,451 6,683,794 Net loss per share applicable to common stockholders—basic and diluted $ (4.36 ) $ (6.41 ) 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: For the Years Ended December 31, 2017 2016 Shares issuable upon conversion of the 2021 Convertible Notes 1,620,947 1,620,947 Warrants for common stock 14,102 14,102 Stock options 523,520 668,864 Restricted Stock Units 271,719 117,500 Total 2,430,288 2,421,413 Subsequent Events —Inotek 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. Inotek has completed an evaluation of all subsequent events through the date the financial statements were issued. See Note 12. Recent Accounting Pronouncements —In May 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers . The standard, including subsequently issued amendments, will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective and permits the use of either the retrospective or cumulative effect transition method. The standard will require an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The standard will be effective for annual and interim periods beginning after December 15, 2017. Inotek does not currently generate revenue or have any arrangements that are subject to this guidance. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting In May 2017, the FASB issued ASU 2017-09, Scope of Modification Accounting |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2017 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | 3. Property and Equipment At December 31, 2017 and 2016, Inotek’s property and equipment consisted of the following: December 31, 2017 2016 (in thousands) Office equipment $ 357 $ 407 Computer hardware and software 96 263 Laboratory equipment — 446 Leasehold improvements 445 445 Total 898 1,561 Less: accumulated depreciation (335 ) (431 ) Property and equipment, net $ 563 $ 1,130 During the years ended December 31, 2017 and 2016, Inotek recognized $200 and $169 of depreciation expense, respectively, and wrote off $217 of fully depreciated net assets in the year ended December 31, 2017. In 2017, Inotek voluntarily discontinued its development of trabodenoson trabodenoson |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2017 | |
Payables And Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | 4. Accrued Expenses and Other Current Liabilities At December 31, 2017 and 2016, Inotek’s accrued expenses and other current liabilities consisted of the following: December 31, 2017 2016 (in thousands) Compensation and benefits $ 793 $ 1,627 Professional fees 528 311 Government payable 506 478 Severance and benefits 270 544 Research and development 151 1,148 Other 125 138 Total $ 2,373 $ 4,246 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt | 5. Debt 2021 Convertible Notes On August 5, 2016, Inotek issued an aggregate of $50,000 of the 2021 Convertible Notes. On August 30, 2016, Inotek issued an additional $2,000 of 2021 Convertible Notes pursuant to the exercise of the underwriters’ overallotment option. The 2021 Convertible Notes have a maturity date of August 1, 2021 (“Maturity Date”), are unsecured and accrue interest at a rate of 5.75% per annum, payable semi-annually on February 1 and August 1 of each year, beginning February 1, 2017. In connection with the issuance of the 2021 Convertible Notes, the Company incurred $3,262 of debt issuance costs which were recorded as a discount on the 2021 Convertible Notes. Each holder of a 2021 Convertible Note (the “Holder”) has the option until the close of business on the second business day immediately preceding the Maturity Date to convert all, or any portion, of the 2021 Convertible Notes held by it at a conversion rate of 31.1876 shares of Inotek’s common stock per $1 principal amount of 2021 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. In addition, in certain circumstances, the Conversion Rate will be increased in respect of a Holder’s conversion of 2021 Convertible Notes in connection with the occurrence of one or more corporate events specified in the indenture (as supplemented, the “Indenture”) governing the 2021 Convertible Notes (each such specified corporate event, a “Make-Whole Fundamental Change”) that occurs prior to the Maturity Date (a “Make-Whole Fundamental Change Conversion”) or in respect of a Holder’s voluntary conversion of 2021 Convertible Notes other than in connection with a Make-Whole Fundamental Change (a “Voluntary Conversion”). In connection with a Make-Whole Fundamental Change Conversion or a Voluntary Conversion, Inotek will increase the Conversion Rate for the 2021 Convertible Notes surrendered for conversion by a number of additional shares of Inotek’s common stock set forth in the Additional Shares Make-Whole Table in the Indenture, based on the applicable Stock Price (as defined in the Indenture) and Effective Date (as defined in the Indenture) for such conversion. The additional shares potentially issuable in connection with a Make-Whole Fundamental Change Conversion or a Voluntary Conversion range from 0 to 6.2375 per $1 principal amount of 2021 Convertible Notes, subject to adjustment. If the Stock Price applicable to any conversion is greater than $160.00 per share, the Conversion Rate will not be increased. If the Stock Price applicable to any conversion is less than $26.72 per share, the Conversion Rate in connection with a Make-Whole Fundamental Change Conversion will not be increased but it will be increased by 6.2375 shares in connection with a Voluntary Conversion. Upon conversion, Holders of the 2021 Convertible Notes will receive shares of Inotek’s common stock and cash in lieu of fractional shares. Upon the occurrence of a Fundamental Change, the occurrence of certain change of control transactions or delisting events (as defined in the Indenture), each Holder may require Inotek to repurchase for cash all or any portion of the 2021 Convertible Notes held by such Holder at a repurchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon. Inotek, at its option, may redeem for cash all or any portion of the 2021 Convertible Notes if the last reported sale price of a share of Inotek’s common stock is equal to or greater than 200% of the conversion price for the 2021 Convertible Notes then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending within the five trading days immediately preceding the date on which Inotek provides notice of redemption, at a redemption price equal to 100% of the principal amount of the 2021 Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. If an Event of Default (as defined in the Indenture), other than certain events of bankruptcy, insolvency or reorganization involving Inotek, occurs and is continuing, the trustee under the Indenture (the “Trustee”) or the Holders of at least 25% in principal amount of the outstanding 2021 Convertible Notes may declare 100% of the principal of and accrued and unpaid interest, if any, on all of the 2021 Convertible Notes to be due and payable immediately. Upon the occurrence of an Event of Default relating to bankruptcy, insolvency or reorganization involving Inotek, 100% of the principal of and accrued and unpaid interest, if any, on all of the 2021 Convertible Notes would become due and payable automatically. Notwithstanding the foregoing, the Indenture provides that, to the extent Inotek elects, the sole remedy for an Event of Default relating to certain failures by Inotek to comply with certain reporting covenants in the Indenture, will (i) for the first 90 days after the occurrence of such an Event of Default, consist exclusively of the right to receive additional interest on the 2021 Convertible Notes at a rate equal to 0.25% per annum of the principal amount of the 2021 Convertible Notes outstanding for each day during such 90-day period on which such an Event of Default is continuing and (ii) for the period from, and including, the 91st day after the occurrence of such an Event of Default to, and including, the 180th day after the occurrence of such an Event of Default, consist exclusively of the right to receive additional interest on the 2021 Convertible Notes at a rate equal to 0.50% per annum of the principal amount of the 2021 Convertible Notes outstanding for each day during such additional 90-day period on which such an Event of Default is continuing (such additional interest, “Additional Interest”). After 180 days, if such Event of Default is not cured or waived, the 2021 Convertible Notes would be subject to acceleration in accordance with the Indenture. The 2021 Convertible Notes are considered a hybrid financial instrument consisting of a fixed interest rate “host” and various embedded features that required evaluation as potential embedded derivatives under FASB ASC 815, Derivatives and Hedging The issuance costs which were recorded as a discount on the debt are being amortized to interest expense over the life of the 2021 Convertible Notes using the effective interest method. As of December 31, 2017, the stated interest rate was 5.75%, and the effective interest rate was 7.3%. For the year ended December 31, 2017, interest expense related to the 2021 Convertible Notes, was $3,579, including $581 related to amortization of the debt discount. For the year ended December 31, 2016, interest expense related to the 2021 Convertible Notes, was $1,418, including $222 related to amortization of the debt discount. The table below summarizes the carrying value of the 2021 Convertible Notes as of December 31, 2017 and 2016: (in thousands) Gross proceeds $ 52,000 Initial value of issuance costs recorded as debt discount (3,262 ) Amortization of debt discount 222 Carrying value as of December 31, 2016 48,960 Amortization of debt discount 581 Carrying value as of December 31, 2017 $ 49,541 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 6. Income Taxes No provision for federal or state income taxes was recorded during the years ended December 31, 2017 and 2016, as Inotek incurred operating losses for each of these years. Net loss by jurisdiction consists of the following: For the Years Ended December 31, 2017 2016 (in thousands) Domestic $ 28,281 $ 41,821 Foreign 1,216 1,033 Total $ 29,497 $ 42,854 A reconciliation between the effective tax rates and statutory rates for the years ended December 31, 2017 and 2016 is as follows: For the Years Ended December 31, 2017 2016 Computed at statutory rate 34.00 % 34.00 % State income taxes 4.34 4.76 Tax credits 1.76 3.38 Other (6.04 ) (1.74 ) Federal rate change (79.56 ) — Valuation allowance 45.50 (40.40 ) — % — % The tax effect of significant temporary differences representing deferred tax assets and liabilities as of December 31, 2017 and 2016 is as follows: December 31, 2017 2016 (in thousands) Net operating loss (“NOL”) and credit carryforwards $ 37,252 $ 43,765 Capitalized research and development costs 16,115 22,775 Other 1,722 1,963 Valuation allowance (55,089 ) (68,503 ) $ — $ — On December 22, 2017, the Tax Cuts and Jobs Act (“TCJA”) was enacted and significantly revised the U.S. income tax law. The TCJA includes changes which reduce the corporate income tax rate from 35% to 21% for years beginning after December 31, 2017, and establish a territorial-style system for taxing foreign-source income of domestic multinational companies. GAAP requires re-measurement of US deferred tax assets and liabilities to reflect the impact of a tax rate reduction in the period that includes enactment date. As a result, Inotek has revalued its deferred taxes assets and liabilities to 21% in the December 31, 2017 financial statements and the impact was offset by Inotek’s valuation allowance. Inotek has reflected the associated impact in the reconciliation of its effective tax rate above. On December 22, 2017, Staff Accounting Bulletin No. 118 (“SAB 118”) was issued and allows a company to recognize provisional amounts when it does not have the necessary information available, prepared or analyzed, including computations, in reasonable detail to complete its accounting for the change in tax law. SAB 118 provides for a measurement of up to one year from the date of enactment. Inotek has not yet fully completed its analysis of the TCJA, however based on the total unrepatriated accumulated foreign earnings, Inotek does not believe any additional income taxes are due as any income, if determined, will be fully offset by Inotek’s NOL carryforwards. As required by ASC 740, Income Taxes As of December 31, 2017, Inotek had federal NOL carryforwards for income tax purposes of $127,132 that expire at various dates through 2037, and state NOL carryforwards of $83,428 that expire at various dates through 2037, available to reduce future federal and state income taxes, if any. As of December 31, 2017, Inotek had federal research and development tax credits of $5,171, and state research and development tax credits of $819. If substantial changes in Inotek’s ownership should occur, as defined in Section 382 of the Internal Revenue Code of 1986, as amended, (the “Code”), there could be annual limitations on the amount of loss carryforwards which can be realized in future periods. Inotek has determined that it has experienced prior ownership changes occurring in 2005, 2007 and 2015. The pre-change NOL carryforwards, although subject to an annual limitation, as well as any post-change NOL carryforwards, can be utilized in future years, provided that sufficient income is generated and no future ownership changes occur that may limit Inotek’s NOL carryforwards. As of December 31, 2017 and 2016, Inotek’s total unrecognized tax benefits totaled $535 and $488, respectively, which if recognized would affect the effective tax rate prior to the adjustment for Inotek’s valuation allowance. Inotek files income tax returns in the U.S. federal and Massachusetts tax jurisdictions. Starting in tax year 2016, Inotek filed tax returns in the New Jersey tax jurisdiction. Tax years 2014 through 2017 remain open to examination by the tax jurisdictions in which Inotek is subject to tax. Since Inotek is in a loss carryforward position, the Internal Revenue Service (“IRS”) and state taxing authorities are permitted to audit the earlier tax years and propose adjustments up to the amount of the NOL carryforwards generated. Inotek is not currently under examination by the IRS or any other jurisdiction for any tax years. The change in unrecognized tax benefits for each of the years ended December 31, 2017 and 2016 is as follows: For the Years Ended December 31, 2017 2016 (in thousands) Balance at January 1, $ 488 $ 333 Additions for prior year tax positions (4 ) 6 Additions for current year tax positions 51 149 $ 535 $ 488 The Reverse Merger is expected to result in a substantial reduction to Inotek’s NOL carryforwards and unrecognized tax benefits. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Equity | 7. Equity Authorized Shares As of December 31, 2017, Inotek’s authorized capital stock consisted 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 Split On January 4, 2018, in connection with the Reverse Merger, Inotek effected a 1-for-4 reverse stock split on its issued and outstanding common stock. Inotek’s historical share and per share information has been retroactively adjusted in the financial statements presented to give effect to this reverse stock split. 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. There were 6,805,686 and 6,746,579 shares of common stock outstanding at December 31, 2017 and 2016, respectively. Preferred Stock As of December 31, 2017 and 2016, there were no shares of preferred stock issued and outstanding. |
Stock Plans
Stock Plans | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock Plans | 8. Stock Plans Inotek maintains three equity compensation plans: the Amended and Restated 2014 Stock Option and Incentive Plan (the “2014 Plan”), the 2004 Stock Option and Incentive Plan (the “2004 Plan”), and the 2014 Employee Stock Purchase Plan (“ESPP”). Amended and Restated 2014 Stock Option and Incentive Plan In August 2014, Inotek’s board of directors adopted 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 Inotek and its subsidiaries. Pursuant to the provisions of the 2014 Plan and approval by the board of directors, on January 1, 2018 an additional 272,227 shares were added to the 2014 Plan representing 4% of total common shares issued and outstanding at December 31, 2017. There were 207,579 shares available for issuance under the 2014 Plan as of December 31, 2017. The 2014 Plan expires in August 2024. In December 2016, the board granted to certain executive officers an aggregate of 117,500 restricted stock units (“RSUs”) pursuant to the 2014 Plan. Each restricted stock unit represents a contingent right to receive one share of Inotek’s common stock. Vesting for these RSUs was based equally on the achievement of two performance-based conditions, subject to continued service through such achievement dates. The intrinsic fair value of these RSUs as of the date of grant was $3,055 and no stock-based compensation expense was recorded in 2016 as Inotek determined that the vesting conditions were not probable of occurring. In January 2017, these RSUs were modified such that instead of vesting based on the achievement of certain performance-based conditions, they would vest in equal annual installments over four years from the December 2016 date of grant, subject to continued service through such dates. This change in vesting criteria was accounted for as a modification under ASC 718 whereby Inotek is recognizing the $717 fair value of the grants as of the date of modification over the vesting term. In September 2017, Inotek accelerated the vesting of all unvested RSUs and stock options held by the ten terminated employees and recorded an incremental charge related to these modifications of $158, of which $142 and $16 was reflected in research and development and general and administrative expenses, respectively. Inotek also modified the employment agreements with certain of its remaining employees such that in the event of a change in control, if the employee experiences a qualifying termination by Inotek any time prior to or within 12 months of the change in control, all such employee’s outstanding stock options and RSUs will vest in full and the stock options will become exercisable. Inotek determined that the original awards were expected to vest under their original terms both prior to and after the modification. A comparison of the fair value of the outstanding stock awards immediately before and after the modification resulted in no incremental expense. In October 2017, Inotek extended the exercise period for stock options held by each of its then remaining employees and directors. This change in expected term criteria was accounted for as a modification under ASC 718 whereby Inotek recorded an incremental charge of $856, of which $196 and $660 was reflected in research and development and general and administrative expenses, respectively. The following table summarizes the option activity for each of the years ended December 31, 2017 and 2016 under the 2014 Plan: Number of Shares Weighted- Average Exercise Price Per Share Aggregate Intrinsic Value (in thousands) Outstanding as of December 31, 2015 405,190 $ 19.80 Granted 289,125 $ 31.08 Exercised (21,107 ) $ 18.84 Cancelled (7,000 ) $ 27.16 Outstanding as of December 31, 2016 666,208 $ 24.64 $ 2,064 Granted 78,750 $ 7.20 Exercised — Cancelled (223,062 ) $ 27.04 Outstanding as of December 31, 2017 521,896 $ 20.96 $ 255 Vested and exercisable as of December 31, 2017 335,230 $ 20.36 $ 128 Weighted-average years remaining on contractual life 7.80 Unrecognized compensation cost related to non-vested stock options $ 3,459 The weighted-average fair value of all stock options granted for the years ending December 31, 2017 and 2016 was $5.72 and $20.92, respectively. Intrinsic value at December 31, 2017 and 2016 is based on the closing price of Inotek’s common stock of $10.44 and $24.40 per share, respectively. As of December 31, 2017, all options granted are expected to vest. In 2016, 7,530 shares of the 21,107 total options exercised were surrendered to Inotek pursuant to a net exercise right. Unrecognized compensation cost related to non-vested stock options at December 31, 2017 includes $462 related to the October 2017 modification to extend the exercise period for certain unvested stock options. The following table summarizes the RSU activity for each of the years ended December 31, 2017 and 2016 under the 2014 Plan: Number of Shares Weighted- Average Grant Date Fair Value Per Share Outstanding as of December 31, 2015 - Granted 117,500 $ 26.00 Vested - Cancelled - Outstanding as of December 31, 2016 117,500 $ 26.00 Granted 232,750 $ 6.40 Vested and settled (56,406 ) $ 6.76 Cancelled (22,125 ) $ 6.80 Outstanding as of December 31, 2017 271,719 $ 4.20 As noted above, all outstanding RSUs were modified in the year ended December 31, 2017. Therefore, the weighted average grant date fair value per share of outstanding RSUs as of December 31, 2017, reflects the $4.20 per share fair value of the outstanding RSUs as of the date of modification. Shares issued for RSUs that vested and settled in the year ended December 31, 2017, included 3,270 shares of common stock surrendered by employees for payment of $16 of withholding taxes due, resulting in a net issuance of 53,136 shares. Also, there were 29,375 RSUs that vested but remained unsettled as of December 31, 2017, per the terms of the Restricted Stock Unit Agreements. These RSUs are expected to settle no later than March 15, 2018. 2004 Stock Option and Incentive Plan In July 2004, Inotek’s board of directors adopted the 2004 Plan for the issuance of incentive 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 Inotek and its subsidiaries. Only stock options were granted under the 2004 Plan. The 2004 Plan expired in February 2014 but remains effective for all outstanding options. The following table summarizes stock option activity for each of the years ended December 31, 2017 and 2016 under the 2004 Plan: Number of Shares Weighted- Average Exercise Price Per Share Aggregate Intrinsic Value (in thousands) Outstanding as of December 31, 2015 2,729 $ 162.32 Exercised — $ — Expired — $ — Cancelled (73 ) $ 162.32 Outstanding as of December 31, 2016 2,656 $ 162.32 Exercised — $ — Expired (570 ) $ 162.32 Cancelled (462 ) $ 162.32 Outstanding as of December 31, 2017 1,624 $ 162.32 $ — Vested and exercisable as of December 31, 2017 1,624 $ 162.32 $ — Weighted-average years remaining on contractual life 0.66 Unrecognized compensation cost related to non-vested stock options $ — Inotek recorded no stock compensation expense in the years ended December 31, 2017 and 2016 relating to stock options granted pursuant to the 2004 Plan. At December 31, 2017, all 2004 Plan options were fully vested and there was no unrecognized stock-based compensation expense relating to stock options granted pursuant to the 2004 Plan. Options outstanding as of December 31, 2017 had no intrinsic value, as the option price exceeded the fair value of the underlying shares. Employee Stock Purchase Plan In November 2014, Inotek’s board of directors adopted and the stockholders approved the ESPP. 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 ESPP 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 January 1, 2018, 6,562 shares were added to the ESPP. As of December 31, 2017, there were 61,494 shares available for issuance under the ESPP. All employees who are whose customary employment is for more than 20 hours a week are eligible to participate in the ESPP. Any employee who owns 5% or more of the voting power or value of Inotek’s shares of common stock is not eligible to purchase shares under the ESPP. Each employee who is a participant in the ESPP may purchase shares by authorizing payroll deductions of up to 10% of his or her base compensation during an offering period. Unless the participating employee has previously withdrawn from the offering, his or her accumulated payroll deductions will be used to purchase shares of common stock on the last business day of the offering period at a price equal to 85% of the fair market value of the ordinary shares on the first business day or the last business day of the offering period, whichever is lower, provided that no more than 5,000 shares of common stock may be purchased by any one employee during each offering period. Under applicable tax rules, an employee may purchase no more than $25,000 worth of stock, valued at the start of the purchase period, under the ESPP in any calendar year. In 2017, 5,971 shares of common stock were purchased pursuant to the ESPP, resulting in proceeds to Inotek of $35. Inotek recorded $6 of stock-based compensation expense pursuant to the ESPP during the year ended December 31, 2017. In 2016, $155 was withheld and used to purchase 6,481 shares of common stock and Inotek recorded $66 of stock-based compensation expense pursuant to the ESPP. Stock-Based Compensation Stock-based compensation expense for options, RSUs and the ESPP is reflected in the consolidated statements of operations as follows: December 31, 2017 2016 (in thousands) Research and development $ 1,287 $ 1,362 General and administrative 2,749 1,547 Total $ 4,036 $ 2,909 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9. Commitments and Contingencies Operating Leases In 2015, Inotek entered into a lease agreement (the “Office Lease”) for its headquarters in Lexington, Massachusetts. Inotek occupied this space in September 2015, at which time its rental obligations commenced. Inotek recorded $445 as leasehold improvements for costs incurred to build out the space, and is amortizing those costs to facilities expense over the term of the lease. Rent expense is recognized on a straight-line basis at the average monthly rent over the term of the lease. Deferred rent is included in other current and long-term liabilities on Inotek’s consolidated balance sheets. In 2016, Inotek signed an amendment to the Office Lease, whereby it agreed to rent additional space (the “Lease Amendment”). Inotek occupied the additional space on July 1, 2016. The terms of the Lease Amendment follow the terms of the Office Lease. The lease term is 90 months and Inotek has the right to extend the term for one period of five years. Rent expense was $337 and $275 for the years ended December 31, 2017 and 2016, respectively. As of December 31, 2017, the remaining aggregate annual commitments pursuant to the Office Lease and the Lease Amendment are as follows: Year (in thousands) 2018 $ 411 2019 421 2020 430 2021 439 2022 445 Thereafter 74 Total $ 2,220 Employee Agreements In September 2017, Inotek modified the employment agreements with certain of its remaining employees such that in the event of termination in connection with a change in control (“CIC”), Inotek will provide these employees severance payments at each employee’s current monthly salary rate, and continued medical, dental and vision coverage pursuant to COBRA (of the employer’s portion of the premium cost) for up to six months primarily depending on duration of each individual employee’s service. Inotek also modified the employment agreements with certain of its named executive officers. In the event of a qualifying termination in connection with a CIC, for each of Inotek’s Chief Medical Officer and Vice President, Finance, Inotek will pay (i) twelve and six months’ severance, respectively, at each person’s current monthly salary rate, and (ii) continued medical, dental and vision coverage pursuant to COBRA (of the employer’s portion of the premium cost), for twelve and six months, respectively. In the event of a qualifying termination in connection with a CIC, in addition to the severance benefits previously provided to Inotek’s Chief Executive Officer (consisting of a lump-sum payment equal to 18 months’ base salary), Inotek agreed to provide continued medical, dental and vision coverage pursuant to COBRA (of the employer’s portion of the premium cost), for eighteen months. In addition, Inotek committed to paying to all seven remaining employees, if they were employees on the date of a CIC, a retention bonus, with the aggregate of all such retention bonuses equal to approximately $642. Also, upon a CIC, Inotek would owe Perella Weinberg a fee of $2,000. All payments described above became due and payable upon the consummation of the Reverse Merger in January 2018. Securities Litigation On January 6, 2017, a purported stockholder of Inotek filed a putative class action in the U.S. District Court for the District of Massachusetts, captioned Whitehead v. Inotek Pharmaceuticals Corporation, et al., trabodenoson From time to time, Inotek may be subject to other various legal proceedings and claims that arise in the ordinary course of its business activities. Although the results of litigation and claims cannot be predicted with certainty, Inotek does not believe it is party to any other claim or litigation the outcome of which, if determined adversely to Inotek, would individually or in the aggregate be reasonably expected to have a material adverse effect on its business. Regardless of the outcome, litigation can have an adverse impact on Inotek because of defense and settlement costs, diversion of management resources and other factors. Termination of Chief Scientific Officer In October 2016, Inotek entered into a Transition Agreement with its former Chief Scientific Officer, William K. McVicar, Ph.D. (the “Transition Agreement”). Pursuant to the terms of the Transition Agreement, Dr. McVicar remained an employee of the Company as a Senior Advisor for a six-month period ending April 4, 2017 (the “Transition Period”) and for twelve months thereafter will receive his salary and medical benefits at the same rate in effect as of the date of the Transition Agreement. Inotek recorded a charge in research and development expense of approximately $862 in 2016 related to the Transition Agreement, including approximately $215 related to stock options expected to vest during the Transition Period. Through December 31, 2017, Inotek has made payments of approximately $591 to Dr. McVicar, including $102 related to his 2016 bonus payment which was accrued prior to his termination. As of December 31, 2017, Inotek had $106 in accrued severance related to Dr. McVicar. Indemnification Arrangements As permitted under Delaware law, Inotek’s bylaws provide that Inotek will indemnify any director, officer, employee or agent of Inotek or anyone serving in these capacities. The maximum potential amount of future payments Inotek could be required to pay is unlimited. Inotek has insurance that reduces its monetary exposure and would enable it to recover a portion of any future amounts paid. As a result, Inotek believes that the estimated fair value of these indemnification commitments is minimal. Throughout the normal course of business, Inotek has agreements with vendors that provide goods and services required by Inotek to run its business. In some instances, vendor agreements include language that requires Inotek to indemnify the vendor from certain damages caused by Inotek’s use of the vendor’s goods and/or services. Inotek has insurance that would allow it to recover a portion of any future amounts that could arise from these indemnifications. As a result, Inotek believes that the estimated fair value of these indemnification commitments is minimal. |
Fair Value of Financial Measure
Fair Value of Financial Measurements | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Measurements | 10. Fair Value of Financial Measurements Items measured at fair value on a recurring basis are short term investments. The following table sets forth Inotek’s financial instruments that were measured at fair value on a recurring basis by level within the fair value hierarchy: Fair Value Measurements at December 31, 2017 Total Level 1 Level 2 Level 3 (in thousands) Assets: Money market mutual funds (included in cash and cash equivalents) $ 76,949 $ 76,949 $ — $ — Certificates of deposit $ 3,667 $ — $ 3,667 $ — United States Treasury securities 17,627 17,627 — — Short-term investments $ 21,294 $ 17,627 $ 3,667 $ — Fair Value Measurements at December 31, 2016 Total Level 1 Level 2 Level 3 (in thousands) Assets: Money market mutual funds (included in cash and cash equivalents) $ 20,698 $ 20,698 $ — $ — Certificates of deposit $ 22,046 $ — $ 22,046 $ — Agency bonds 5,913 — 5,913 — United States Treasury securities 68,716 68,716 — — Short-term investments $ 96,675 $ 68,716 $ 27,959 $ — Money market mutual funds Inotek classifies its money market mutual funds as Level 1 assets under the fair value hierarchy as these assets have been valued using quoted market prices in active markets without any valuation adjustment. Short-term investments Inotek classifies its United States Treasury securities as Level 1 assets under the fair value hierarchy as these assets have been valued using quoted market prices in active markets without any valuation adjustment. Inotek classifies its certificates of deposit as Level 2 assets under the fair value hierarchy, as there are no quoted market prices in active markets, and its agency bonds as Level 2 assets under the fair value hierarchy, as these assets are not always valued daily using quoted market prices in active markets. |
Benefit Plans
Benefit Plans | 12 Months Ended |
Dec. 31, 2017 | |
Compensation Related Costs [Abstract] | |
Benefit Plans | 11. Benefit Plans Retirement Plan Inotek sponsors a 401(k) savings plan (the “Savings Plan”) for all eligible U.S. employees. Inotek reserves the right to modify, amend, or terminate the Savings Plan. Employees may contribute up to the maximum allowed by the IRS, while Inotek contributes to the plan at the discretion of the board of directors. Inotek’s contributions to the plan for the years ended December 31, 2017 and 2016 were $154 and $168, respectively. On January 3, 2018, the Savings Plan was terminated. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | 12. Subsequent Events Completion of the Reverse Merger On January 4, 2018, Inotek completed the Reverse Merger with Private Rocket merging with Merger Sub. The Reverse Merger was effected pursuant to the Merger Agreement. Private Rocket is a multi-platform biotechnology company focused on the development of first-in-class gene therapies for rare and devastating pediatric diseases. The Reverse Merger will be accounted for as a reverse merger under the acquisition method of accounting. Under the acquisition method of accounting, Private Rocket will be treated as the accounting acquirer and Inotek will be treated as the “acquired” company for financial reporting purposes because, immediately upon completion of the Reverse Merger, Private Rocket stockholders held a majority of the voting interest of the combined company. Immediately prior to the Reverse Merger, on January 4, 2018, Inotek effected a 1-for-4 reverse stock split on its issued and outstanding common stock. Pursuant to the terms of the Merger Agreement, each outstanding share of Private Rocket common stock converted into approximately 76.185 shares of Inotek’s common stock (the “Exchange Ratio”). As a result of the reverse stock split, the per share exercise price of, and the number of shares of common stock underlying, Inotek’s stock options and warrants outstanding prior to the reverse stock split were automatically proportionally adjusted based on the 4-to-1 reverse stock split ratio in accordance with the terms of such options and warrants. The reverse stock split did not alter the par value of Inotek’s common stock or modify any voting rights or other terms of the common stock. Also in connection with the completion of the Reverse Merger, Inotek changed its name from “Inotek Pharmaceuticals Corporation” to “Rocket Pharmaceuticals, Inc.” Offering of Common Stock On January 24, 2018, Rocket entered into an underwriting agreement (the “Underwriting Agreement”) with Cowen and Company, LLC and Evercore Group L.L.C., as representatives (the “Representatives”) of the several underwriters (collectively with the Representatives, the “Underwriters”), pursuant to which the Company agreed to issue and sell up to 6,325,000 shares of common stock (the “Shares”), which includes 825,000 shares that were sold pursuant to an option granted to the Underwriters (the “Offering”). The Shares were offered and sold in the Offering at a public offering price of $13.25 per share and were purchased by the Underwriters from Rocket at a price of $12.455 per share. On January 26, 2018, Rocket received net proceeds from the Offering of $78,778, after deducting underwriting discounts and commissions. All the shares in the offering were sold by Rocket. |
Significant Accounting Polici21
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation —The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The consolidated financial statements reflect the operations of Inotek and its wholly owned subsidiaries, Inotek Securities Corporation, Inotek Ltd and Rome Merger Sub. All significant intercompany balances and transactions have been eliminated in consolidation. Certain reclassifications have been made to prior year amounts to conform to the current year presentation. |
Segment Reporting | Segment Reporting — Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. Inotek views its operations and manages its business in one operating segment. |
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 and the calculation of accruals related to research and clinical development. |
Comprehensive loss | Comprehensive loss —Comprehensive loss is defined as the change in equity of a business enterprise during a period from transactions, and other events and circumstances from non-owner sources, and currently consists of net loss and changes in unrealized gains and losses on short-term investments. Accumulated other comprehensive loss consists entirely of unrealized gains and losses from short-term investments as of December 31, 2017 and 2016. |
Cash and Cash Equivalents | Cash and Cash Equivalents —Cash and cash equivalents consist of bank deposits, certificates of deposit and money market accounts. Cash equivalents are carried at cost which approximates fair value due to their short-term nature and which Inotek believes do not have a material exposure to credit risk. Inotek considers all highly liquid investments with maturities of three months or less from the date of purchase to be cash equivalents. Inotek 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. Inotek’s cash and cash equivalent accounts, at times, may exceed federally insured limits. Inotek has not experienced any losses in such accounts. Inotek believes it is not exposed to any significant credit risk on cash and cash equivalents. |
Short-term investments | Short-term investments —Short-term investments consist of investments in certificates of deposit, agency bonds and United States Treasury securities. Management determines the appropriate classification of these securities at the time they are acquired and evaluates the appropriateness of such classifications at each balance sheet date. Inotek classifies its short-term investments as available-for-sale pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) 320, Investments—Debt and Equity Securities . Short-term investments are recorded at fair value, with unrealized gains and losses included as a component of accumulated other comprehensive loss in stockholders’ equity and a component of total comprehensive loss in the consolidated statements of comprehensive loss, until realized. Realized gains and losses are included in investment income on a specific-identification basis. There were no realized gains or losses on short-term investments for the twelve months ended December 31, 2017 and 2016. There were $38 of net unrealized gains and $43 of net unrealized losses on short-term investments as of December 31, 2017 and 2016, respectively. Inotek reviews short-term investments for other-than-temporary impairment whenever the fair value of a short-term investment is less than the amortized cost and evidence indicates that a short-term investment’s carrying amount is not recoverable within a reasonable period of time. Other-than-temporary impairments of investments are recognized in the statements of operations if Inotek has experienced a credit loss, has the intent to sell the short-term investment, or if it is more likely than not that Inotek will be required to sell the short-term investment before recovery of the amortized cost basis. Evidence considered in this assessment includes reasons for the impairment, compliance with Inotek’s investment policy, the severity and the duration of the impairment and changes in value subsequent to the end of the period. Short-term investments at December 31, 2017 consist of the following: Cost Basis Unrealized Gains Unrealized Losses Fair Value (in thousands) Current: Certificates of deposit $ 3,667 $ — $ — $ 3,667 United States Treasury securities 17,643 — (16 ) 17,627 $ 21,310 $ — $ (16 ) $ 21,294 Short-term investments at December 31, 2016 consist of the following: Cost Basis Unrealized Gains Unrealized Losses Fair Value (in thousands) Current: Certificates of deposit $ 22,046 $ — $ — $ 22,046 Agency bonds 5,917 — (4 ) 5,913 United States Treasury securities 68,766 1 (51 ) 68,716 $ 96,729 $ 1 $ (55 ) $ 96,675 At December 31, 2017 and 2016, all short-term investments held by Inotek had contractual maturities of less than one year. Inotek evaluated its securities for other-than-temporary impairment and determined that no such impairment existed at December 31, 2017 and 2016. |
Property and Equipment | Property and Equipment —Property and equipment are stated at cost. Expenditures for repairs and maintenance are charged to expense as incurred. Upon retirement or sale, the cost of the assets disposed of and the related accumulated depreciation are eliminated from the accounts and any resulting gain or loss is reflected in the consolidated statement of operations. Depreciation and amortization is provided using the straight-line method over the estimated useful lives of the assets, which are as follows: Asset Classification Estimated Useful Life Computer hardware and software 3 - 5 years Laboratory equipment 5 years Office equipment 5 years Leasehold improvements Shorter of useful life or remaining life of lease |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets —Inotek assesses the recoverability of its long-lived assets, which include property and equipment, whenever significant events or changes in circumstances indicate impairment may have occurred. If indicators of impairment exist, projected future undiscounted cash flows associated with the asset are compared to its carrying amount to determine whether the asset’s value is recoverable. Any resulting impairment is recorded as a reduction in the carrying value of the related asset in excess of fair value and charged to operating results (See Note 3). |
Debt Issuance Costs | Debt Issuance Costs —Debt issuance costs at December 31, 2017 and 2016 consist of underwriting discounts and offering-related costs incurred by Inotek in connection with the closing of the 2021 Convertible Notes and are included as a direct deduction from the carrying amount of the 2021 Convertible Notes on Inotek’s consolidated balance sheets. Inotek amortizes debt issuance costs to interest expense over the life of the 2021 Convertible Notes using the effective interest method. (See Note 5). Amortization of debt issuance costs was $581 and $222 for the twelve months ended December 31, 2017 and 2016, 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 Inotek 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 —Inotek 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. Inotek’s estimates of these assumptions are primarily based on the trading price of Inotek’s stock, historical data, peer company data and judgment regarding future trends and factors. The fair value of restricted stock awards is based on the intrinsic value of such awards on the date of grant. Compensation cost for stock purchase rights under the employee stock purchase plan is measured and recognized on the date Inotek becomes obligated to issue shares of our common stock and is based on the difference between the fair value of Inotek’s common stock and the purchase price on such date. |
Fair Value Measurements | Fair Value Measurements —Inotek 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. FASB 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 Inotek. Unobservable inputs are inputs that reflect Inotek’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 Inotek 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 Inotek’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 Inotek 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. Inotek’s material financial instruments at December 31, 2017 and 2016, consisted of cash and cash equivalents, short-term investments, accounts payable and the 2021 Notes. The fair value of Inotek’s cash and cash equivalents and accounts payable approximate their respective carrying values due to the short-term nature of these instruments and amounts. Inotek estimates the fair value of the 2021 Notes using quoted market prices obtained from third-party pricing services, which is classified as a Level 2 input due to limited market trading. As of December 31, 2017 and 2016, the fair value of the 2021 Notes was approximately $38,610 and $55,640, respectively, which differed from the 2021 Notes’ carrying value at each such date. Inotek’s assets and liabilities measured at fair value on a recurring basis include its short-term investments. There were no material liability-classified warrants, derivatives or derivative liabilities outstanding in 2017 or 2016. |
Income taxes | Income taxes —Inotek uses the asset and liability method for accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax bases. Deferred tax assets and liabilities are measured using enacted rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is recorded if it is more likely than not that a deferred tax asset will not be realized. Inotek has provided a full valuation allowance on its deferred tax assets. Inotek recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. Inotek recognizes interest and penalties related to uncertain tax positions in income tax expense. As of December 31, 2017 and 2016, Inotek had no accrued interest or penalties related to uncertain tax positions and no amounts have been recognized in Inotek’s statements of operations. |
Net loss per share | Net loss per share —Inotek calculates net loss per share in accordance with FASB 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 EPS attributable to Inotek’s common stockholders: For the Years Ended December 31, 2017 2016 (in thousands, except share and per share amounts) Numerator: Net loss applicable to common stockholders $ (29,497 ) $ (42,854 ) Denominator: Weighted average common shares outstanding—basic and diluted 6,765,451 6,683,794 Net loss per share applicable to common stockholders—basic and diluted $ (4.36 ) $ (6.41 ) 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: For the Years Ended December 31, 2017 2016 Shares issuable upon conversion of the 2021 Convertible Notes 1,620,947 1,620,947 Warrants for common stock 14,102 14,102 Stock options 523,520 668,864 Restricted Stock Units 271,719 117,500 Total 2,430,288 2,421,413 |
Subsequent Events | Subsequent Events —Inotek 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. Inotek has completed an evaluation of all subsequent events through the date the financial statements were issued . See Note 12. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements —In May 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers . The standard, including subsequently issued amendments, will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective and permits the use of either the retrospective or cumulative effect transition method. The standard will require an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The standard will be effective for annual and interim periods beginning after December 15, 2017. Inotek does not currently generate revenue or have any arrangements that are subject to this guidance. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting In May 2017, the FASB issued ASU 2017-09, Scope of Modification Accounting |
Significant Accounting Polici22
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Schedule of Short-term Investment | Short-term investments at December 31, 2017 consist of the following: Cost Basis Unrealized Gains Unrealized Losses Fair Value (in thousands) Current: Certificates of deposit $ 3,667 $ — $ — $ 3,667 United States Treasury securities 17,643 — (16 ) 17,627 $ 21,310 $ — $ (16 ) $ 21,294 Short-term investments at December 31, 2016 consist of the following: Cost Basis Unrealized Gains Unrealized Losses Fair Value (in thousands) Current: Certificates of deposit $ 22,046 $ — $ — $ 22,046 Agency bonds 5,917 — (4 ) 5,913 United States Treasury securities 68,766 1 (51 ) 68,716 $ 96,729 $ 1 $ (55 ) $ 96,675 |
Schedule of Estimated Useful Life of Asset Classification | Depreciation and amortization is provided using the straight-line method over the estimated useful lives of the assets, which are as follows: Asset Classification Estimated Useful Life Computer hardware and software 3 - 5 years Laboratory equipment 5 years Office equipment 5 years Leasehold improvements Shorter of useful life or remaining life of lease |
Schedule of Computation of Basic and Diluted EPS | The following table sets forth the computation of basic and diluted EPS attributable to Inotek’s common stockholders: For the Years Ended December 31, 2017 2016 (in thousands, except share and per share amounts) Numerator: Net loss applicable to common stockholders $ (29,497 ) $ (42,854 ) Denominator: Weighted average common shares outstanding—basic and diluted 6,765,451 6,683,794 Net loss per share applicable to common stockholders—basic and diluted $ (4.36 ) $ (6.41 ) |
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: For the Years Ended December 31, 2017 2016 Shares issuable upon conversion of the 2021 Convertible Notes 1,620,947 1,620,947 Warrants for common stock 14,102 14,102 Stock options 523,520 668,864 Restricted Stock Units 271,719 117,500 Total 2,430,288 2,421,413 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment | At December 31, 2017 and 2016, Inotek’s property and equipment consisted of the following: December 31, 2017 2016 (in thousands) Office equipment $ 357 $ 407 Computer hardware and software 96 263 Laboratory equipment — 446 Leasehold improvements 445 445 Total 898 1,561 Less: accumulated depreciation (335 ) (431 ) Property and equipment, net $ 563 $ 1,130 |
Accrued Expenses and Other Cu24
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Payables And Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | At December 31, 2017 and 2016, Inotek’s accrued expenses and other current liabilities consisted of the following: December 31, 2017 2016 (in thousands) Compensation and benefits $ 793 $ 1,627 Professional fees 528 311 Government payable 506 478 Severance and benefits 270 544 Research and development 151 1,148 Other 125 138 Total $ 2,373 $ 4,246 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Summary of Carrying Value of Convertible Notes | The table below summarizes the carrying value of the 2021 Convertible Notes as of December 31, 2017 and 2016: (in thousands) Gross proceeds $ 52,000 Initial value of issuance costs recorded as debt discount (3,262 ) Amortization of debt discount 222 Carrying value as of December 31, 2016 48,960 Amortization of debt discount 581 Carrying value as of December 31, 2017 $ 49,541 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Net loss by Jurisdiction | Net loss by jurisdiction consists of the following: For the Years Ended December 31, 2017 2016 (in thousands) Domestic $ 28,281 $ 41,821 Foreign 1,216 1,033 Total $ 29,497 $ 42,854 |
Schedule of Reconciliation Between Effective Tax Rates and Statutory Rates | A reconciliation between the effective tax rates and statutory rates for the years ended December 31, 2017 and 2016 is as follows: For the Years Ended December 31, 2017 2016 Computed at statutory rate 34.00 % 34.00 % State income taxes 4.34 4.76 Tax credits 1.76 3.38 Other (6.04 ) (1.74 ) Federal rate change (79.56 ) — Valuation allowance 45.50 (40.40 ) — % — % |
Schedule of Tax Effect of Significant Temporary Differences Representing Deferred Tax Assets and Liabilities | The tax effect of significant temporary differences representing deferred tax assets and liabilities as of December 31, 2017 and 2016 is as follows: December 31, 2017 2016 (in thousands) Net operating loss (“NOL”) and credit carryforwards $ 37,252 $ 43,765 Capitalized research and development costs 16,115 22,775 Other 1,722 1,963 Valuation allowance (55,089 ) (68,503 ) $ — $ — |
Schedule of Change in Unrecognized Tax Benefits | The change in unrecognized tax benefits for each of the years ended December 31, 2017 and 2016 is as follows: For the Years Ended December 31, 2017 2016 (in thousands) Balance at January 1, $ 488 $ 333 Additions for prior year tax positions (4 ) 6 Additions for current year tax positions 51 149 $ 535 $ 488 |
Stock Plans (Tables)
Stock Plans (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Stock Option Activity | The following table summarizes the option activity for each of the years ended December 31, 2017 and 2016 under the 2014 Plan: Number of Shares Weighted- Average Exercise Price Per Share Aggregate Intrinsic Value (in thousands) Outstanding as of December 31, 2015 405,190 $ 19.80 Granted 289,125 $ 31.08 Exercised (21,107 ) $ 18.84 Cancelled (7,000 ) $ 27.16 Outstanding as of December 31, 2016 666,208 $ 24.64 $ 2,064 Granted 78,750 $ 7.20 Exercised — Cancelled (223,062 ) $ 27.04 Outstanding as of December 31, 2017 521,896 $ 20.96 $ 255 Vested and exercisable as of December 31, 2017 335,230 $ 20.36 $ 128 Weighted-average years remaining on contractual life 7.80 Unrecognized compensation cost related to non-vested stock options $ 3,459 The following table summarizes stock option activity for each of the years ended December 31, 2017 and 2016 under the 2004 Plan: Number of Shares Weighted- Average Exercise Price Per Share Aggregate Intrinsic Value (in thousands) Outstanding as of December 31, 2015 2,729 $ 162.32 Exercised — $ — Expired — $ — Cancelled (73 ) $ 162.32 Outstanding as of December 31, 2016 2,656 $ 162.32 Exercised — $ — Expired (570 ) $ 162.32 Cancelled (462 ) $ 162.32 Outstanding as of December 31, 2017 1,624 $ 162.32 $ — Vested and exercisable as of December 31, 2017 1,624 $ 162.32 $ — Weighted-average years remaining on contractual life 0.66 Unrecognized compensation cost related to non-vested stock options $ — |
Summary of RSU Activity | The following table summarizes the RSU activity for each of the years ended December 31, 2017 and 2016 under the 2014 Plan: Number of Shares Weighted- Average Grant Date Fair Value Per Share Outstanding as of December 31, 2015 - Granted 117,500 $ 26.00 Vested - Cancelled - Outstanding as of December 31, 2016 117,500 $ 26.00 Granted 232,750 $ 6.40 Vested and settled (56,406 ) $ 6.76 Cancelled (22,125 ) $ 6.80 Outstanding as of December 31, 2017 271,719 $ 4.20 |
Schedule of Stock-Based Compensation Expense | Stock-based compensation expense for options, RSUs and the ESPP is reflected in the consolidated statements of operations as follows: December 31, 2017 2016 (in thousands) Research and development $ 1,287 $ 1,362 General and administrative 2,749 1,547 Total $ 4,036 $ 2,909 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Remaining Aggregate Annual Commitments Pursuant to Office Lease and Lease Amendment | As of December 31, 2017, the remaining aggregate annual commitments pursuant to the Office Lease and the Lease Amendment are as follows: Year (in thousands) 2018 $ 411 2019 421 2020 430 2021 439 2022 445 Thereafter 74 Total $ 2,220 |
Fair Value of Financial Measu29
Fair Value of Financial Measurements (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Assets and Liabilities Measured on Recurring Basis | The following table sets forth Inotek’s financial instruments that were measured at fair value on a recurring basis by level within the fair value hierarchy: Fair Value Measurements at December 31, 2017 Total Level 1 Level 2 Level 3 (in thousands) Assets: Money market mutual funds (included in cash and cash equivalents) $ 76,949 $ 76,949 $ — $ — Certificates of deposit $ 3,667 $ — $ 3,667 $ — United States Treasury securities 17,627 17,627 — — Short-term investments $ 21,294 $ 17,627 $ 3,667 $ — Fair Value Measurements at December 31, 2016 Total Level 1 Level 2 Level 3 (in thousands) Assets: Money market mutual funds (included in cash and cash equivalents) $ 20,698 $ 20,698 $ — $ — Certificates of deposit $ 22,046 $ — $ 22,046 $ — Agency bonds 5,913 — 5,913 — United States Treasury securities 68,716 68,716 — — Short-term investments $ 96,675 $ 68,716 $ 27,959 $ — |
Organization and Operations - A
Organization and Operations - Additional Information (Detail) $ in Thousands | Jan. 04, 2018 | Aug. 31, 2016USD ($) | Aug. 31, 2015USD ($) | Feb. 28, 2015USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2017USD ($) |
Schedule Of Description Of Business [Line Items] | ||||||
Net proceeds from issuance of common stock and convertible senior notes | $ 55,398 | |||||
Proceeds from the issuance of common stock | $ 73,965 | |||||
Net proceeds from second offering of convertible senior notes | $ 48,738 | $ 3,997 | ||||
Accumulated deficit | $ (238,877) | $ (268,374) | ||||
Aggregate cash and cash equivalents and marketable securities | $ 100,014 | |||||
Subsequent Events [Member] | ||||||
Schedule Of Description Of Business [Line Items] | ||||||
Reverse stock split, conversion ratio | 0.25 | |||||
Subsequent Events [Member] | Inotek [Member] | ||||||
Schedule Of Description Of Business [Line Items] | ||||||
Reverse stock split, description | 1-for-4 reverse stock split | |||||
Reverse stock split, conversion ratio | 0.25 | |||||
Number of common stock converted for each outstanding share under merger agreement | 76.185 |
Significant Accounting Polici31
Significant Accounting Policies - Additional Information (Detail) | 12 Months Ended | |
Dec. 31, 2017USD ($)Segment | Dec. 31, 2016USD ($) | |
Summary Of Significant Accounting Policy [Line Items] | ||
Number of operating segments | Segment | 1 | |
Realized gains or losses on short-term investment | $ 0 | $ 0 |
Net unrealized gains (losses) on short-term investment | 38,000 | (43,000) |
Other than temporary impairment evaluated | $ 0 | 0 |
Tax benefits recognized likelihood of being realized upon ultimate settlement | greater than 50 percent | |
Accrued interest or penalties | $ 0 | 0 |
Accrued interest or penalties recognized | $ 0 | 0 |
Share based compensation forfeiture rate prior to adoption | 0.00% | |
2021 Convertible Notes [Member] | Level 2 [Member] | ||
Summary Of Significant Accounting Policy [Line Items] | ||
Short-term investments fair value disclosure | $ 38,610,000 | 55,640,000 |
2021 Convertible Notes [Member] | Senior Notes [Member] | ||
Summary Of Significant Accounting Policy [Line Items] | ||
Amortization of debt issuance costs | $ 581,000 | $ 222,000 |
Significant Accounting Polici32
Significant Accounting Policies - Schedule of Short-term Investment (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Schedule of Available-for-sale Securities [Line Items] | ||
Available-for-sale securities, Cost Basis | $ 21,310 | $ 96,729 |
Available-for-sale securities, Unrealized Gains | 1 | |
Available-for-sale securities, Unrealized Losses | (16) | (55) |
Available-for-sale securities, Fair Value | 21,294 | 96,675 |
Certificates of Deposit [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available-for-sale securities, Cost Basis | 3,667 | 22,046 |
Available-for-sale securities, Fair Value | 3,667 | 22,046 |
Agency Bonds [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available-for-sale securities, Cost Basis | 5,917 | |
Available-for-sale securities, Unrealized Losses | (4) | |
Available-for-sale securities, Fair Value | 5,913 | |
United States Treasury Securities [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available-for-sale securities, Cost Basis | 17,643 | 68,766 |
Available-for-sale securities, Unrealized Gains | 1 | |
Available-for-sale securities, Unrealized Losses | (16) | (51) |
Available-for-sale securities, Fair Value | $ 17,627 | $ 68,716 |
Significant Accounting Polici33
Significant Accounting Policies - Schedule of Estimated Useful Lives of Asset Classification (Detail) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Line Items] | |
Leasehold improvements | Shorter of useful life or remaining life of lease |
Computer Hardware and Software [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, Estimated Useful Life | 3 years |
Computer Hardware and Software [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, Estimated Useful Life | 5 years |
Laboratory Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, Estimated Useful Life | 5 years |
Office Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, Estimated Useful Life | 5 years |
Significant Accounting Polici34
Significant Accounting Policies - Schedule of Computation of Basic and Diluted EPS (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Numerator: | ||
Net loss applicable to common stockholders | $ (29,497) | $ (42,854) |
Denominator: | ||
Weighted average common shares outstanding—basic and diluted | 6,765,451 | 6,683,794 |
Net loss per share applicable to common stockholders—basic and diluted | $ (4.36) | $ (6.41) |
Significant Accounting Polici35
Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Detail) - shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 2,430,288 | 2,421,413 |
Shares Issuable Upon Conversion of the 2021 Convertible Notes [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 1,620,947 | 1,620,947 |
Warrants for Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 14,102 | 14,102 |
Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 523,520 | 668,864 |
Restricted Stock Units [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 271,719 | 117,500 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | $ 898 | $ 1,561 |
Less: accumulated depreciation | (335) | (431) |
Property and equipment, net | 563 | 1,130 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 357 | 407 |
Computer Hardware and Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 96 | 263 |
Laboratory Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 446 | |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | $ 445 | $ 445 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation expense | $ 200 | $ 169 |
Amount written off on fully depreciated net assets | 217 | |
Laboratory Equipment [Member] | Research and Development [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Impairment of assets held for sale | $ 437 |
Accrued Expenses and Other Cu38
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Payables And Accruals [Abstract] | ||
Compensation and benefits | $ 793 | $ 1,627 |
Professional fees | 528 | 311 |
Government payable | 506 | 478 |
Severance and benefits | 270 | 544 |
Research and development | 151 | 1,148 |
Other | 125 | 138 |
Total | $ 2,373 | $ 4,246 |
Debt - 2021 Convertible Notes -
Debt - 2021 Convertible Notes - Additional Information (Detail) | 12 Months Ended | |||
Dec. 31, 2017USD ($)d$ / shares | Dec. 31, 2016USD ($) | Aug. 30, 2016USD ($) | Aug. 05, 2016USD ($) | |
Debt Instrument [Line Items] | ||||
Interest expense | $ 3,579,000 | $ 1,418,000 | ||
2021 Convertible Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt issuance costs incurred | 3,262,000 | |||
2021 Convertible Notes [Member] | Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument principal amount | $ 50,000,000 | |||
Debt instrument maturity date | Aug. 1, 2021 | |||
Debt instrument payment terms | Semi-annually | |||
Convertible senior notes, interest rate, stated percentage | 5.75% | |||
Debt instrument payment start date | Feb. 1, 2017 | |||
Debt issuance costs incurred | $ 3,262,000 | |||
Number of shares, note gets converted into | 31.1876 | |||
Principal amount | $ 1,000 | |||
Debt instrument redemption description | Inotek, at its option, may redeem for cash all or any portion of the 2021 Convertible Notes if the last reported sale price of a share of Inotek’s common stock is equal to or greater than 200% of the conversion price for the 2021 Convertible Notes then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending within the five trading days immediately preceding the date on which Inotek provides notice of redemption, at a redemption price equal to 100% of the principal amount of the 2021 Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. | |||
Percentage of common stock conversion price | 200.00% | |||
Number of minimum trading days | d | 20 | |||
Number of consecutive trading days | d | 30 | |||
Holdings in debt outstanding | 25.00% | |||
Number of days after default | 180 days | |||
Effective interest rate | 7.30% | |||
Interest expense | $ 3,579,000 | 1,418,000 | ||
Amortization of debt discount | $ 581,000 | $ 222,000 | ||
2021 Convertible Notes [Member] | Senior Notes [Member] | First 90 Days [Member] | ||||
Debt Instrument [Line Items] | ||||
Effective interest rate | 0.25% | |||
2021 Convertible Notes [Member] | Senior Notes [Member] | 91 to 180 Days [Member] | ||||
Debt Instrument [Line Items] | ||||
Effective interest rate | 0.50% | |||
2021 Convertible Notes [Member] | Senior Notes [Member] | Over-Allotment Option [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument principal amount | $ 2,000,000 | |||
2021 Convertible Notes [Member] | Fundamental Change [Member] | ||||
Debt Instrument [Line Items] | ||||
Principal amount | $ 1,000 | |||
Conversion of stock, description | If the Stock Price applicable to any conversion is greater than $160.00 per share, the Conversion Rate will not be increased. If the Stock Price applicable to any conversion is less than $26.72 per share, the Conversion Rate in connection with a Make-Whole Fundamental Change Conversion will not be increased but it will be increased by 6.2375 shares in connection with a Voluntary Conversion. | |||
Debt instrument repurchase description | Upon the occurrence of a Fundamental Change, the occurrence of certain change of control transactions or delisting events (as defined in the Indenture), each Holder may require Inotek to repurchase for cash all or any portion of the 2021 Convertible Notes held by such Holder at a repurchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon. | |||
Percentage of principal amount of notes to be purchased | 100.00% | |||
2021 Convertible Notes [Member] | Fundamental Change [Member] | Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Number of shares, note gets converted into | 0 | |||
Debt Instrument, conversion rate | $ / shares | $ 160 | |||
2021 Convertible Notes [Member] | Fundamental Change [Member] | Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Number of shares, note gets converted into | 6.2375 | |||
Debt Instrument, conversion rate | $ / shares | $ 26.72 |
Debt - Summary of Carrying Valu
Debt - Summary of Carrying Value of Convertible Notes (Detail) - 2021 Convertible Notes [Member] - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Carrying value | $ 49,541 | $ 48,960 |
Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Gross proceeds | 52,000 | |
Initial value of issuance costs recorded as debt discount | (3,262) | |
Amortization of debt discount | 581 | 222 |
Carrying value | $ 49,541 | $ 48,960 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Taxes [Line Items] | ||||
Corporate income tax rate | 34.00% | 34.00% | ||
Valuation allowance, deferred tax asset, (decrease) increase | $ (13,414,000) | $ 17,312,000 | ||
Operating loss carryforwards, federal | 127,132,000 | |||
Operating loss carryforwards, state | 83,428,000 | |||
Unrecognized tax benefits | 535,000 | 488,000 | $ 333,000 | |
Scenario, Forecast [Member] | ||||
Income Taxes [Line Items] | ||||
Corporate income tax rate | 21.00% | |||
Federal [Member] | ||||
Income Taxes [Line Items] | ||||
Provision for income taxes | $ 0 | 0 | ||
Operating loss carryforwards, expiration year | 2,037 | |||
Tax credit carryforwards, research and development | $ 5,171,000 | |||
State [Member] | ||||
Income Taxes [Line Items] | ||||
Provision for income taxes | $ 0 | $ 0 | ||
Operating loss carryforwards, expiration year | 2,037 | |||
Tax credit carryforwards, research and development | $ 819,000 |
Income Taxes - Schedule of Net
Income Taxes - Schedule of Net Loss by Jurisdiction (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Taxes [Line Items] | ||
Net loss, Total | $ 29,497 | $ 42,854 |
Domestic [Member] | ||
Income Taxes [Line Items] | ||
Net loss, Total | 28,281 | 41,821 |
Foreign [Member] | ||
Income Taxes [Line Items] | ||
Net loss, Total | $ 1,216 | $ 1,033 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation Between Effective Tax Rates and Statutory Rates (Detail) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||
Computed at statutory rate | 34.00% | 34.00% |
State income taxes | 4.34% | 4.76% |
Tax credits | 1.76% | 3.38% |
Other | (6.04%) | (1.74%) |
Federal rate change | (79.56%) | |
Valuation allowance | 45.50% | (40.40%) |
Effective Income Tax Rate Reconciliation,Total | 0.00% | 0.00% |
Income Taxes - Schedule of Tax
Income Taxes - Schedule of Tax Effect of Significant Temporary Differences Representing Deferred Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Components of Deferred Tax Assets and Liabilities [Abstract] | ||
Net operating loss (“NOL”) and credit carryforwards | $ 37,252 | $ 43,765 |
Capitalized research and development costs | 16,115 | 22,775 |
Other | 1,722 | 1,963 |
Valuation allowance | (55,089) | (68,503) |
Deferred Tax Assets, Net | $ 0 | $ 0 |
Income Taxes - Schedule of Chan
Income Taxes - Schedule of Change In Unrecognized Tax Benefit (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued [Abstract] | ||
Unrecognized Tax Benefits, Beginning Balance | $ 488 | $ 333 |
Reduction for prior year tax positions | (4) | |
Additions for prior year tax positions | 6 | |
Additions for current year tax positions | 51 | 149 |
Unrecognized Tax Benefits, Ending Balance | $ 535 | $ 488 |
Equity - Additional Information
Equity - Additional Information (Detail) | Jan. 04, 2018 | Dec. 31, 2017$ / sharesshares | Dec. 31, 2016$ / sharesshares |
Stockholders Equity [Line Items] | |||
Common stock, shares authorized | 120,000,000 | 120,000,000 | |
Common stock, par value | $ / shares | $ 0.01 | $ 0.01 | |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | |
Preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | |
Common stock voting rights description | One vote per share | ||
Common stock, shares outstanding | 6,805,686 | 6,746,579 | |
Preferred stock issued | 0 | 0 | |
Preferred stock outstanding | 0 | 0 | |
Subsequent Events [Member] | |||
Stockholders Equity [Line Items] | |||
Reverse stock split, conversion ratio | 0.25 |
Stock Plans - Additional Inform
Stock Plans - Additional Information (Detail) | 1 Months Ended | 12 Months Ended | ||||||
Oct. 31, 2017USD ($) | Sep. 30, 2017USD ($)Employee | Jan. 31, 2017USD ($) | Dec. 31, 2016USD ($)Milestone$ / sharesshares | Aug. 31, 2015USD ($) | Dec. 31, 2017USD ($)Plan$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Jan. 01, 2018shares | |
Stockholders Equity [Line Items] | ||||||||
Number of equity compensation plans | Plan | 3 | |||||||
Stock-based compensation expense | $ 4,036,000 | $ 2,909,000 | ||||||
Common stock surrendered by employees for payment | shares | 3,270 | |||||||
Payments related to withholding taxes due | $ 16,000 | |||||||
Net issuance of shares excluding common stock surrendered by employees for payment | shares | 53,136 | |||||||
Shares vested but remained unsettled | shares | 29,375 | |||||||
Gross proceeds from issuance of common stock | $ 73,965,000 | |||||||
Common stock withheld pursuant to employee stock purchase plan | $ 35,000 | 155,000 | ||||||
Research and Development [Member] | ||||||||
Stockholders Equity [Line Items] | ||||||||
Stock-based compensation expense | 1,287,000 | 1,362,000 | ||||||
General and Administrative [Member] | ||||||||
Stockholders Equity [Line Items] | ||||||||
Stock-based compensation expense | $ 2,749,000 | $ 1,547,000 | ||||||
Accelerated Vesting of Unvested Restricted Stock Units and Stock Options [Member] | ||||||||
Stockholders Equity [Line Items] | ||||||||
Separation of employee | Employee | 10 | |||||||
Charge to operations | $ 158,000 | |||||||
Share based compensation payment award, plan modification, description and terms | Inotek also modified the employment agreements with certain of its remaining employees such that in the event of a change in control, if the employee experiences a qualifying termination by Inotek any time prior to or within 12 months of the change in control, all such employee’s outstanding stock options and RSUs will vest in full and the stock options will become exercisable. Inotek determined that the original awards were expected to vest under their original terms both prior to and after the modification | |||||||
Share based compensation, incremental expense | 0 | |||||||
Accelerated Vesting of Unvested Restricted Stock Units and Stock Options [Member] | Research and Development [Member] | ||||||||
Stockholders Equity [Line Items] | ||||||||
Charge to operations | 142,000 | |||||||
Accelerated Vesting of Unvested Restricted Stock Units and Stock Options [Member] | General and Administrative [Member] | ||||||||
Stockholders Equity [Line Items] | ||||||||
Charge to operations | $ 16,000 | |||||||
Restricted Stock Units [Member] | ||||||||
Stockholders Equity [Line Items] | ||||||||
Vesting period | 4 years | |||||||
Amended and Restated 2014 Stock Option and Incentive Plan [Member] | ||||||||
Stockholders Equity [Line Items] | ||||||||
Number of shares reserved for future issuance | shares | 207,579 | |||||||
Percentage of outstanding common stock increased to shares available for grant | 4.00% | |||||||
Charge to operations | $ 856,000 | |||||||
Weighted-average fair value of stock option granted | $ / shares | $ 5.72 | $ 20.92 | ||||||
Closing price of common stock | $ / shares | $ 24.40 | $ 10.44 | $ 24.40 | |||||
Total options exercised | shares | 21,107 | |||||||
Number of shares surrendered pursuant to net exercise right | shares | 7,530 | |||||||
Unrecognized compensation cost related to non-vested stock options | $ 3,459,000 | |||||||
Stock options, intrinsic value | $ 2,064,000 | 255,000 | $ 2,064,000 | |||||
Amended and Restated 2014 Stock Option and Incentive Plan [Member] | October 2017 Modification [Member] | ||||||||
Stockholders Equity [Line Items] | ||||||||
Unrecognized compensation cost related to non-vested stock options | $ 462,000 | |||||||
Amended and Restated 2014 Stock Option and Incentive Plan [Member] | Research and Development [Member] | ||||||||
Stockholders Equity [Line Items] | ||||||||
Charge to operations | 196,000 | |||||||
Amended and Restated 2014 Stock Option and Incentive Plan [Member] | General and Administrative [Member] | ||||||||
Stockholders Equity [Line Items] | ||||||||
Charge to operations | $ 660,000 | |||||||
Amended and Restated 2014 Stock Option and Incentive Plan [Member] | Restricted Stock Units [Member] | ||||||||
Stockholders Equity [Line Items] | ||||||||
Number of shares granted by board | shares | 232,750 | 117,500 | ||||||
Number of common stock received for contingent right | shares | 1 | |||||||
Stock options, terms of vesting | Vesting for these RSUs was based equally on the achievement of two performance-based conditions, subject to continued service through such achievement dates | |||||||
Number of vesting achievement of performance-based conditions | Milestone | 2 | |||||||
Intrinsic fair value, date of grant | $ 3,055,000 | |||||||
Stock-based compensation expense | $ 0 | |||||||
Fair value of grants to be recognized due to change in vesting criteria | $ 717,000 | |||||||
Weighted average grant date fair value per share as of date of modification | $ / shares | $ 4.20 | |||||||
Amended and Restated 2014 Stock Option and Incentive Plan [Member] | Restricted Stock Units [Member] | Executive Officers [Member] | ||||||||
Stockholders Equity [Line Items] | ||||||||
Number of shares granted by board | shares | 117,500 | |||||||
Amended and Restated 2014 Stock Option and Incentive Plan [Member] | Subsequent Events [Member] | ||||||||
Stockholders Equity [Line Items] | ||||||||
Number of shares reserved for future issuance | shares | 272,227 | |||||||
2004 Stock Option Plan [Member] | ||||||||
Stockholders Equity [Line Items] | ||||||||
Stock-based compensation expense | $ 0 | $ 0 | ||||||
Unrecognized compensation cost related to non-vested stock options | 0 | |||||||
Stock options, intrinsic value | $ 0 | |||||||
Employee Stock Purchase Plan [Member] | ||||||||
Stockholders Equity [Line Items] | ||||||||
Number of shares reserved for future issuance | shares | 600,000 | |||||||
Percentage of outstanding common stock increased to shares available for grant | 1.00% | |||||||
Stock-based compensation expense | $ 6,000 | 66,000 | ||||||
Number of shares available for issuance | shares | 61,494 | |||||||
Percentage of minimum voting power of common stock not eligible to purchase shares | 5.00% | |||||||
Maximum payroll deduction of employee compensation, percentage | 10.00% | |||||||
Discount rate employees purchase shares on offering period | 85.00% | |||||||
Maximum number of shares purchased by an employee | shares | 5,000 | |||||||
Maximum worth of stock an employee purchases | $ 25,000 | |||||||
Stock purchased under ESPP | shares | 5,971 | |||||||
Gross proceeds from issuance of common stock | $ 35,000 | 155,000 | ||||||
Common stock withheld pursuant to employee stock purchase plan | $ 155,000 | |||||||
Number of shares issued | shares | 6,481 | |||||||
Employee Stock Purchase Plan [Member] | Subsequent Events [Member] | ||||||||
Stockholders Equity [Line Items] | ||||||||
Number of shares reserved for future issuance | shares | 6,562 |
Stock Plans - Summary of Stock
Stock Plans - Summary of Stock Option Activity (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Amended and Restated 2014 Stock Option and Incentive Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Shares Outstanding, Beginning Balance | 666,208 | 405,190 |
Number of Shares , Granted | 78,750 | 289,125 |
Number of Shares , Exercised | (21,107) | |
Number of Shares , Cancelled | (223,062) | (7,000) |
Number of Shares Outstanding, Ending Balance | 521,896 | 666,208 |
Number of Shares, Vested and exercisable | 335,230 | |
Weighted-average years remaining on contractual life | 7 years 9 months 18 days | |
Unrecognized compensation cost related to non-vested stock options | $ 3,459,000 | |
Weighted Average Exercise Price Per Share, Beginning Balance | $ 24.64 | $ 19.80 |
Weighted Average Exercise Price Per Share, Granted | 7.20 | 31.08 |
Weighted Average Exercise Price Per Share, Exercised | 18.84 | |
Weighted Average Exercise Price Per Share, Cancelled | 27.04 | 27.16 |
Weighted Average Exercise Price Per Share, Ending Balance | 20.96 | $ 24.64 |
Weighted Average Exercise Price Per Share, Vested and exercisable | $ 20.36 | |
Aggregate Intrinsic Value, Outstanding Beginning Balance | $ 2,064,000 | |
Aggregate Intrinsic Value, Outstanding Ending Balance | 255,000 | $ 2,064,000 |
Aggregate Intrinsic Value, Vested and exercisable | $ 128,000 | |
2004 Stock Option Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Shares Outstanding, Beginning Balance | 2,656 | 2,729 |
Number of Shares, Expired | (570) | |
Number of Shares , Cancelled | (462) | (73) |
Number of Shares Outstanding, Ending Balance | 1,624 | 2,656 |
Number of Shares, Vested and exercisable | 1,624 | |
Weighted-average years remaining on contractual life | 7 months 28 days | |
Unrecognized compensation cost related to non-vested stock options | $ 0 | |
Weighted Average Exercise Price Per Share, Beginning Balance | $ 162.32 | $ 162.32 |
Weighted Average Exercise Price Per Share, Expired | 162.32 | |
Weighted Average Exercise Price Per Share, Cancelled | 162.32 | 162.32 |
Weighted Average Exercise Price Per Share, Ending Balance | $ 162.32 | $ 162.32 |
Aggregate Intrinsic Value, Outstanding Ending Balance | $ 0 | |
Weighted Average Exercise Price Per Share, Vested and exercisable | $ 162.32 |
Stock Plans - Summary of RSU Ac
Stock Plans - Summary of RSU Activity (Detail) - Restricted Stock Units [Member] - Amended and Restated 2014 Stock Option and Incentive Plan [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Shares, Outstanding, Beginning Balance | 117,500 | |
Number of Shares, Granted | 232,750 | 117,500 |
Number of Shares, Vested and settled | (56,406) | |
Number of Shares, Cancelled | (22,125) | |
Number of Shares, Outstanding, Ending Balance | 271,719 | 117,500 |
Weighted Average Grant Date Fair Value Per Share, Beginning Balance | $ 26 | |
Weighted Average Grant Date Fair Value Per Share, Granted | 6.40 | $ 26 |
Weighted Average Grant Date Fair Value Per Share, Vested and settled | 6.76 | |
Weighted Average Grant Date Fair Value Per Share, Cancelled | 6.80 | |
Weighted Average Grant Date Fair Value Per Share, Ending Balance | $ 4.20 | $ 26 |
Stock Plans - Schedule of Stock
Stock Plans - Schedule of Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | $ 4,036 | $ 2,909 |
Research and Development [Member] | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 1,287 | 1,362 |
General and Administrative [Member] | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | $ 2,749 | $ 1,547 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Sep. 30, 2017USD ($)Employee | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Operating Leased Assets [Line Items] | ||||
Commencement date of lease | 2015-09 | |||
Acquisition of leasehold improvements | $ 445 | |||
Lease amendment commencement date | Jul. 1, 2016 | |||
Lease term | 90 months | |||
Lease extension term | 5 years | |||
Lease description | The lease term is 90 months and Inotek has the right to extend the term for one period of five years. | |||
Operating leases, rent expenses | $ 337 | $ 275 | ||
Fees owe to advisor upon change in control | $ 528 | 311 | ||
Merger agreement consummation Date | Jan. 4, 2018 | |||
Research and development expense | $ 14,193 | 31,985 | ||
Stock options expected to vest during period | $ 4,036 | 2,909 | ||
Transition Agreement [Member] | ||||
Operating Leased Assets [Line Items] | ||||
Description of Transition Agreement | Pursuant to the terms of the Transition Agreement, Dr. McVicar remained an employee of the Company as a Senior Advisor for a six-month period ending April 4, 2017 (the “Transition Period”) and for twelve months thereafter will receive his salary and medical benefits at the same rate in effect as of the date of the Transition Agreement. | |||
Former Chief Scientific Officer [Member] | Transition Agreement [Member] | ||||
Operating Leased Assets [Line Items] | ||||
Research and development expense | 862 | |||
Payments to former employee on termination | $ 591 | |||
Bonus paid to former employee on his termination | 102 | |||
Accrued severance | $ 106 | |||
Former Chief Scientific Officer [Member] | Transition Agreement [Member] | Stock Options [Member] | ||||
Operating Leased Assets [Line Items] | ||||
Stock options expected to vest during period | $ 215 | |||
Whitehead v. Inotek Pharmaceuticals Corporation [Member] | Pending Litigation [Member] | ||||
Operating Leased Assets [Line Items] | ||||
Lawsuit filing date | January 6, 2017 | |||
Amended complaint filing date | July 10, 2017 | |||
Second amended complaint filing date | September 5, 2017 | |||
Name of plaintiff | purported stockholder of Inotek | |||
Lawsuit action domicile | U.S. District Court for the District of Massachusetts | |||
Name of defendant | David Southwell, and Rudolf Baumgartner | |||
Lawsuit allegation, description | The second amended complaint alleges violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and SEC Rule 10b-5 against the Company, David Southwell, and Rudolf Baumgartner based on allegedly false and misleading statements and omissions regarding Inotek’s phase 2 and phase 3 clinical trials of trabodenoson. | |||
Lawsuit management action, description | The lawsuit seeks, among other things, unspecified compensatory damages for purchasers of Inotek’s common stock between July 23, 2015 and July 10, 2017, as well as interest and attorneys’ fees and costs. The defendants filed a motion to dismiss the second amended complaint on October 6, 2017, the plaintiffs opposed the motion on December 5, 2017, and the defendants filed a reply on January 16, 2018. Inotek continues to vigorously defend itself against this claim. | |||
Plaintiffs opposed motion date | Dec. 5, 2017 | |||
Defendants filed a reply date | Jan. 16, 2018 | |||
Change-in-Control Benefits [Member] | ||||
Operating Leased Assets [Line Items] | ||||
Employment termination benefits, description | In September 2017, Inotek modified the employment agreements with certain of its remaining employees such that in the event of termination in connection with a change in control (“CIC”), Inotek will provide these employees severance payments at each employee’s current monthly salary rate, and continued medical, dental and vision coverage pursuant to COBRA (of the employer’s portion of the premium cost) for up to six months primarily depending on duration of each individual employee’s service. Inotek also modified the employment agreements with certain of its named executive officers. In the event of a qualifying termination in connection with a CIC, for each of Inotek’s Chief Medical Officer and Vice President, Finance, Inotek will pay (i) twelve and six months’ severance, respectively, at each person’s current monthly salary rate, and (ii) continued medical, dental and vision coverage pursuant to COBRA (of the employer’s portion of the premium cost), for twelve and six months, respectively. In the event of a qualifying termination in connection with a CIC, in addition to the severance benefits previously provided to Inotek’s Chief Executive Officer (consisting of a lump-sum payment equal to 18 months’ base salary), Inotek agreed to provide continued medical, dental and vision coverage pursuant to COBRA (of the employer’s portion of the premium cost), for eighteen months. | |||
Number of remaining employees eligible for retention bonus | Employee | 7 | |||
Retention bonus payable in aggregate | $ 642 | |||
Change-in-Control Benefits [Member] | Perella Weinberg Partners, LP [Member] | Merger of Rome Merger Sub with and into Rocket Pharmaceuticals, Ltd [Member] | ||||
Operating Leased Assets [Line Items] | ||||
Fees owe to advisor upon change in control | $ 2,000 |
Commitments and Contingencies52
Commitments and Contingencies - Schedule of Remaining Aggregate Annual Commitments Pursuant to Office Lease and Lease Amendment (Detail) $ in Thousands | Dec. 31, 2017USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2,018 | $ 411 |
2,019 | 421 |
2,020 | 430 |
2,021 | 439 |
2,022 | 445 |
Thereafter | 74 |
Total | $ 2,220 |
Fair Value of Financial Measu53
Fair Value of Financial Measurements - Fair Value of Assets and Liabilities Measured on Recurring Basis (Detail) - Fair Value Measurements, Recurring [Member] - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Money Market Mutual Funds [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Money market mutual funds (included in cash and cash equivalents) | $ 76,949 | $ 20,698 |
Money Market Mutual Funds [Member] | Level 1 [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Money market mutual funds (included in cash and cash equivalents) | 76,949 | 20,698 |
Certificates of Deposit [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Short-term investments fair value disclosure | 3,667 | 22,046 |
Certificates of Deposit [Member] | Level 2 [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Short-term investments fair value disclosure | 3,667 | 22,046 |
Agency Bonds [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Short-term investments fair value disclosure | 5,913 | |
Agency Bonds [Member] | Level 2 [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Short-term investments fair value disclosure | 5,913 | |
United States Treasury Securities [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Short-term investments fair value disclosure | 17,627 | 68,716 |
United States Treasury Securities [Member] | Level 1 [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Short-term investments fair value disclosure | 17,627 | 68,716 |
Short-term Investments [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Short-term investments fair value disclosure | 21,294 | 96,675 |
Short-term Investments [Member] | Level 1 [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Short-term investments fair value disclosure | 17,627 | 68,716 |
Short-term Investments [Member] | Level 2 [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Short-term investments fair value disclosure | $ 3,667 | $ 27,959 |
Benefit Plans - Additional Info
Benefit Plans - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Compensation Related Costs [Abstract] | ||
Contribution to savings plan | $ 154 | $ 168 |
Savings plan termination date | Jan. 3, 2018 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) $ / shares in Units, $ in Thousands | Jan. 26, 2018USD ($) | Jan. 24, 2018$ / sharesshares | Jan. 04, 2018 | Aug. 31, 2015USD ($) | Dec. 31, 2016shares |
Subsequent Event [Line Items] | |||||
Proceeds from the issuance of common stock | $ | $ 73,965 | ||||
Common Stock [Member] | |||||
Subsequent Event [Line Items] | |||||
Shares issued | 120,672 | ||||
Subsequent Events [Member] | |||||
Subsequent Event [Line Items] | |||||
Reverse stock split, conversion ratio | 0.25 | ||||
Subsequent Events [Member] | Common Stock [Member] | Underwriting Agreement [Member] | |||||
Subsequent Event [Line Items] | |||||
Shares price per share | $ / shares | $ 13.25 | ||||
Proceeds from the issuance of common stock | $ | $ 78,778,000 | ||||
Subsequent Events [Member] | Common Stock [Member] | Underwriters [Member] | Underwriting Agreement [Member] | |||||
Subsequent Event [Line Items] | |||||
Number of shares granted to purchase | 825,000 | ||||
Shares price per share | $ / shares | $ 12.455 | ||||
Subsequent Events [Member] | Maximum [Member] | Common Stock [Member] | Underwriting Agreement [Member] | |||||
Subsequent Event [Line Items] | |||||
Shares issued | 6,325,000 | ||||
Subsequent Events [Member] | Inotek [Member] | |||||
Subsequent Event [Line Items] | |||||
Date of reverse merger | Jan. 4, 2018 | ||||
Reverse stock split, description | 1-for-4 reverse stock split | ||||
Reverse stock split, conversion ratio | 0.25 | ||||
Number of common stock converted for each outstanding share under merger agreement | 76.185 | ||||
Merger agreement, description | As a result of the reverse stock split, the per share exercise price of, and the number of shares of common stock underlying, Inotek’s stock options and warrants outstanding prior to the reverse stock split were automatically proportionally adjusted based on the 4-to-1 reverse stock split ratio in accordance with the terms of such options and warrants. The reverse stock split did not alter the par value of Inotek’s common stock or modify any voting rights or other terms of the common stock. | ||||
Subsequent Events [Member] | Inotek [Member] | Private Rocket [Member] | |||||
Subsequent Event [Line Items] | |||||
Number of common stock converted for each outstanding share under merger agreement | 76.185 |