Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 01, 2016 | Jul. 16, 2015 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | DNAI | ||
Entity Registrant Name | ProNAi Therapeutics Inc | ||
Entity Central Index Key | 1,290,149 | ||
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 | Non-accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 30,099,375 | ||
Entity Public Float | $ 656.6 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
CURRENT ASSETS: | ||
Cash and cash equivalents (Note 5) | $ 150,180 | $ 29,154 |
Short-term investments (Note 4) | 10,010 | |
Prepaid expenses and other current assets (Note 5) | 1,673 | 561 |
Total current assets | 151,853 | 39,725 |
Property and equipment, net (Note 5) | 566 | 214 |
Other assets | 349 | 626 |
TOTAL ASSETS | 152,768 | 40,565 |
CURRENT LIABILITIES: | ||
Accrued liabilities (Note 5) | 7,016 | 1,473 |
Accounts payable | 358 | 622 |
Other current liabilities | 23 | |
Total current liabilities | 7,397 | 2,095 |
Preferred stock warrant liabilities (Note 10) | 1,810 | |
Other liabilities | 100 | |
TOTAL LIABILITIES | $ 7,397 | $ 4,005 |
Commitments and Contingencies (Note 7) | ||
Convertible preferred stock value | $ 144,375 | |
STOCKHOLDERS' EQUITY (DEFICIT): | ||
Preferred stock (Note 9), $0.001 par value; 10,000,000 and nil shares authorized as of December 31, 2015 and December 31, 2014; nil shares issued and outstanding as of December 31, 2015 and December 31, 2014 | ||
Common stock, $0.001 par value; 500,000,000 and 180,000,000 shares authorized as of December 31, 2015 and 2014; 30,058,105 and 1,588,701 shares issued and outstanding as of December 31, 2015 and 2014 | $ 30 | $ 2 |
Additional paid-in capital | 679,528 | |
Accumulated other comprehensive loss | (10) | |
Accumulated deficit | (534,187) | (107,807) |
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) | 145,371 | (107,815) |
TOTAL LIABILITIES, CONVERTIBLE AND REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) | $ 152,768 | 40,565 |
Convertible Preferred Stock [Member] | ||
CURRENT LIABILITIES: | ||
Convertible preferred stock value | 2,543 | |
Redeemable Convertible Preferred Stock [Member] | ||
CURRENT LIABILITIES: | ||
Convertible preferred stock value | $ 141,832 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Dec. 31, 2015 | Dec. 31, 2014 |
Convertible preferred stock, shares authorized | 135,913,741 | |
Convertible preferred stock, shares issued | 17,266,628 | |
Convertible preferred stock, shares outstanding | 17,266,628 | |
Preferred stock, par value | $ 0.001 | |
Preferred stock, shares authorized | 10,000,000 | |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 180,000,000 |
Common stock, shares issued | 30,058,105 | 1,588,701 |
Common stock, shares outstanding | 30,058,105 | 1,588,701 |
Convertible Preferred Stock [Member] | ||
Convertible preferred stock, par value | $ 0.001 | |
Convertible preferred stock, shares authorized | 1,843,894 | |
Convertible preferred stock, shares issued | 224,564 | |
Convertible preferred stock, shares outstanding | 224,564 | |
Convertible preferred stock, aggregate liquidation preference | $ 2.5 | |
Redeemable Convertible Preferred Stock [Member] | ||
Convertible preferred stock, par value | $ 0.001 | |
Convertible preferred stock, shares authorized | 134,069,847 | |
Convertible preferred stock, shares issued | 17,042,064 | |
Convertible preferred stock, shares outstanding | 17,042,064 | |
Convertible preferred stock, aggregate liquidation preference | $ 103.5 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Operating expenses: | |||
Research and development | $ 26,356 | $ 19,078 | $ 2,843 |
General and administrative | 9,472 | 3,500 | 1,162 |
Total operating expenses | 35,828 | 22,578 | 4,005 |
Loss from operations | (35,828) | (22,578) | (4,005) |
Other income (expense), net: | |||
Change in fair value of preferred stock warrants | (17,443) | (1,380) | (202) |
Interest expense | (2,719) | ||
Other income | 66 | 87 | 94 |
Total other income (expense), net | (17,377) | (1,293) | (2,827) |
Loss before provision for income taxes | (53,205) | (23,871) | (6,832) |
Provision for income taxes | 55 | 2 | |
Net loss | (53,260) | (23,873) | (6,832) |
Adjustment to redemption value on redeemable convertible preferred stock | (374,015) | (49,849) | (5,713) |
Net loss attributable to common stockholders | $ (453,184) | $ (73,722) | $ (12,545) |
Net loss per share attributable to common stockholders, basic and diluted (Note 3) | $ (31.47) | $ (69.08) | $ (19.18) |
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted (Note 3) | 14,399,506 | 1,067,259 | 653,914 |
Series B and B-1 [Member] | |||
Other income (expense), net: | |||
Redeemable convertible preferred stock dividend | $ (5,543) | ||
Series C and D [Member] | |||
Other income (expense), net: | |||
Redeemable convertible preferred stock dividend | $ (20,366) |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (53,260) | $ (23,873) | $ (6,832) |
Other comprehensive loss: | |||
Unrealized loss on investments | (10) | ||
Comprehensive loss | $ (53,260) | $ (23,883) | $ (6,832) |
Consolidated Statements of Conv
Consolidated Statements of Convertible and Redeemable Convertible Preferred Stock and Stockholders Equity (Deficit) - USD ($) $ in Thousands | Total | Convertible Preferred Stock [Member] | Redeemable Convertible Preferred Stock [Member] | Series C Redeemable Convertible Preferred Stock [Member]Redeemable Convertible Preferred Stock [Member] | Series D Redeemable Convertible Preferred Stock [Member]Redeemable Convertible Preferred Stock [Member] | Subscription Receivable [Member] | Common Stock [Member] | Common Stock [Member]Series C and D Redeemable Convertible Preferred Stock [Member] | Additional Paid-In Capital [Member] | Additional Paid-In Capital [Member]Series C and D Redeemable Convertible Preferred Stock [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated Deficit [Member] |
Stockholders Equity, Beginning Balance at Dec. 31, 2012 | $ (22,250) | $ 465 | $ (22,715) | |||||||||
Stockholders Equity, Beginning Balance, Shares at Dec. 31, 2012 | 426,309 | |||||||||||
Temporary Equity, Beginning Balance at Dec. 31, 2012 | $ 2,543 | $ 17,172 | ||||||||||
Temporary Equity, Beginning Balance, Shares at Dec. 31, 2012 | 224,564 | 3,144,934 | ||||||||||
Issuance of common stock for exercise of stock options | 26 | 26 | ||||||||||
Issuance of common stock for exercise of stock options, Shares | 91,272 | |||||||||||
Issuance of common stock for milestone payment | 57 | $ 1 | 56 | |||||||||
Issuance of common stock for milestone payment- shares | 283,069 | |||||||||||
Stock-based compensation, value | 11 | 11 | ||||||||||
Stock-based compensation, shares | 35,353 | |||||||||||
Conversion of convertible securities, shares issued, value | $ 7,798 | |||||||||||
Conversion of convertible securities, shares issued | 1,495,276 | |||||||||||
Issuance of Series C redeemable convertible preferred stock and warrants | $ 3,322 | |||||||||||
Issuance of Series C redeemable convertible preferred stock and warrants shares | 647,830 | |||||||||||
Stock subscription receivable | $ (1,159) | |||||||||||
Stock-based compensation | 11 | 11 | ||||||||||
Adjustment to redemption value on redeemable convertible preferred stock | (5,713) | $ 5,713 | (569) | (5,144) | ||||||||
Net loss | (6,832) | (6,832) | ||||||||||
Stockholders Equity, Ending Balance at Dec. 31, 2013 | (34,690) | $ 1 | (34,691) | |||||||||
Stockholders Equity, Ending Balance, Shares at Dec. 31, 2013 | 836,003 | |||||||||||
Temporary Equity, Ending Balance at Dec. 31, 2013 | $ 2,543 | $ 34,005 | (1,159) | |||||||||
Temporary Equity, Ending Balance, Shares at Dec. 31, 2013 | 224,564 | 5,288,040 | ||||||||||
Issuance of common stock for exercise of stock options | 305 | $ 1 | 304 | |||||||||
Issuance of common stock for exercise of stock options, Shares | 752,698 | |||||||||||
Repayment of stock subscription receivable | $ 1,159 | |||||||||||
Conversion of convertible securities, shares issued, value | $ 433 | |||||||||||
Conversion of convertible securities, shares issued | 82,927 | |||||||||||
Stock-based compensation | 302 | 302 | ||||||||||
Adjustment to redemption value on redeemable convertible preferred stock | (49,849) | $ 49,849 | (606) | (49,243) | ||||||||
Other comprehensive loss | (10) | $ (10) | ||||||||||
Issuance of stock, value | $ 1,365 | $ 56,180 | ||||||||||
Issuance of stock, shares | 261,737 | 11,409,360 | ||||||||||
Net loss | (23,873) | (23,873) | ||||||||||
Stockholders Equity, Ending Balance at Dec. 31, 2014 | (107,815) | $ 2 | (10) | (107,807) | ||||||||
Stockholders Equity, Ending Balance, Shares at Dec. 31, 2014 | 1,588,701 | |||||||||||
Temporary Equity, Ending Balance at Dec. 31, 2014 | $ 144,375 | $ 2,543 | $ 141,832 | |||||||||
Temporary Equity, Ending Balance, Shares at Dec. 31, 2014 | 17,266,628 | 224,564 | 17,042,064 | |||||||||
Issuance of common stock for exercise of stock options | $ 18 | 18 | ||||||||||
Issuance of common stock for exercise of stock options, Shares | 41,505 | |||||||||||
Conversion of convertible securities, shares issued | (224,564) | 252,817 | ||||||||||
Stock-based compensation | 3,186 | 3,186 | ||||||||||
Vesting of early exercised stock options | 90 | 90 | ||||||||||
Issuance of redeemable convertible preferred stock upon exercise of redeemable convertible preferred stock warrants | $ 8,976 | |||||||||||
Issuance of redeemable convertible preferred stock upon exercise of redeemable convertible preferred stock warrants, Shares | 481,671 | |||||||||||
Issuance of redeemable convertible preferred stock upon net exercise of redeemable convertible preferred stock warrants and reclassification of preferred stock warrant liability upon initial public offering | $ 11,785 | |||||||||||
Issuance of redeemable convertible preferred stock upon net exercise of redeemable convertible preferred stock warrants and reclassification of preferred stock warrant liability upon initial public offering, Shares | 390,032 | |||||||||||
Adjustment to redemption value on redeemable convertible preferred stock | (374,015) | $ 374,015 | (895) | (373,120) | ||||||||
Conversion of preferred stock to common stock upon initial public offering | 2,543 | $ (2,543) | 2,543 | |||||||||
Conversion of redeemable convertible preferred stock to common stock upon initial public offering | 536,608 | $ (536,608) | $ 18 | 536,590 | ||||||||
Conversion of redeemable convertible preferred stock to common stock upon initial public offering, Shares | (17,913,767) | 18,109,136 | ||||||||||
Issuance of stock, value | 143,549 | $ 9 | 143,540 | |||||||||
Issuance of stock, shares | 9,315,000 | |||||||||||
Redeemable convertible preferred stock dividend | (5,543) | (5,543) | ||||||||||
Redeemable convertible preferred stock dividend, common stock issued | $ 1 | $ (1) | ||||||||||
Redeemable convertible preferred stock dividend | 750,946 | |||||||||||
Reclassification of other-than-temporary losses on short-term investments to net loss | 10 | $ 10 | ||||||||||
Net loss | (53,260) | (53,260) | ||||||||||
Stockholders Equity, Ending Balance at Dec. 31, 2015 | $ 145,371 | $ 30 | $ 679,528 | $ (534,187) | ||||||||
Stockholders Equity, Ending Balance, Shares at Dec. 31, 2015 | 30,058,105 |
Consolidated Statements of Con7
Consolidated Statements of Convertible and Redeemable Convertible Preferred Stock and Stockholders Equity (Deficit) (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Common Stock [Member] | ||
Issuance of common stock in connection with initial public offering, issuance costs | $ 14.8 | |
Series D Redeemable Convertible Preferred Stock [Member] | ||
Issuance of Series D redeemable convertible preferred stock, issuance costs | $ 3.3 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net loss | $ (53,260) | $ (23,873) | $ (6,832) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Change in fair value of preferred stock warrant liabilities | 17,443 | 1,380 | 202 |
Stock-based compensation | 3,186 | 302 | 22 |
Depreciation and amortization | 111 | 12 | 1 |
Unrealized foreign exchange loss | 27 | ||
Noncash interest expense on short-term promissory notes and long-term note payable | 2,760 | ||
Common stock issuance for milestone payment | 57 | ||
Other | 7 | (2) | |
Changes in operating assets and liabilities: | |||
Prepaid expenses and other current assets | (1,087) | (531) | (10) |
Accrued liabilities | 5,302 | 740 | 356 |
Accounts payable | 6 | 186 | (89) |
Accrued interest | (39) | ||
Net cash used in operating activities | (28,265) | (21,786) | (3,572) |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Proceeds from sale of short-term investments | 10,031 | ||
Purchase of short-term investments | (21) | (10,020) | |
Change in restricted cash | (150) | (75) | |
Purchase of property and equipment | (414) | (187) | (2) |
Net cash provided by (used in) investing activities | 9,446 | (10,282) | (2) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from issuance of common stock upon initial public offering, net of issuance costs | 147,270 | ||
Payment of deferred offering costs | (3,389) | (316) | |
Proceeds from issuance of redeemable convertible preferred stock, net of issuance costs | 57,545 | 2,219 | |
Repayment of stock subscription receivable | 1,159 | ||
Proceeds from exercise of redeemable convertible preferred stock warrants | 1,507 | ||
Proceeds from short-term convertible promissory notes | 2,445 | ||
Proceeds from exercise of common stock options | 18 | 305 | 25 |
Proceeds from early exercise of stock options | 13 | 100 | |
Net cash provided by financing activities | 139,876 | 58,793 | 4,689 |
Effect of exchange rate changes on cash and cash equivalents | (31) | ||
NET INCREASE IN CASH AND CASH EQUIVALENTS | 121,026 | 26,725 | 1,115 |
CASH AND CASH EQUIVALENTS-Beginning of period | 29,154 | 2,429 | 1,314 |
CASH AND CASH EQUIVALENTS-End of period | 150,180 | 29,154 | 2,429 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | |||
Cash paid for income taxes | 8 | ||
Cash paid for interest | 0 | 0 | 0 |
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING INFORMATION: | |||
Change in redemption value of redeemable convertible preferred stock | (374,015) | (49,849) | (5,713) |
Conversion of preferred stock to common stock | 539,151 | ||
Issuance of redeemable convertible preferred stock on exercise of warrants | 19,253 | ||
Deferred offering/financing costs included in accounts payable and accrued liabilities | 154 | 233 | |
Property and equipment purchases included in accounts payable and accrued liabilities | 90 | 39 | |
Conversion of short-term convertible promissory notes and accrued interest into Series C redeemable convertible preferred stock | 5,383 | ||
Subscription receivable from investors on issuance of Series C redeemable convertible preferred stock | 1,159 | ||
Issuance of preferred stock warrants with redeemable convertible preferred stock | 57 | ||
Settlement of premium conversion derivative in redeemable convertible preferred stock | $ 2,415 | ||
Series B and B-1 Redeemable Convertible Preferred Stock [Member] | |||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Payment of Series B and B-1 redeemable convertible preferred stock cumulative dividend | (5,543) | ||
Series C and D Redeemable Convertible Preferred Stock [Member] | |||
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING INFORMATION: | |||
Fair value of common stock issued in settlement of Series C and Series D redeemable convertible preferred stock cumulative dividends | $ 20,366 | ||
Series C Redeemable Convertible Preferred Stock [Member] | |||
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING INFORMATION: | |||
Conversion of long-term note payable and accrued interest into Series C redeemable convertible preferred stock | $ 433 |
The Company and Basis of Presen
The Company and Basis of Presentation | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
The Company and Basis of Presentation | 1. The Company and Basis of Presentation Organization and Description of Business ProNAi Therapeutics, Inc. (together with its subsidiaries, collectively referred to as the “Company”), a Delaware corporation, is a clinical-stage oncology company led by a world-class senior management team of proven oncology drug developers. The Company’s vision is to be a leader in developing and commercializing a broad and diverse portfolio of cancer therapies that deliver therapeutic outcomes that dramatically change patients’ lives. The Company’s lead DNAi product candidate, PNT2258, is designed to target BCL2, a widely overexpressed oncogene that is an important gatekeeper of the programmed cell death process known as apoptosis and has been linked to many forms of cancer. In addition to advancing PNT2258, the Company is seeking to expand the number of products it has under clinical development to leverage the full potential of its team. The Company’s primary activities since inception have been conducting research and development activities, conducting preclinical and clinical testing, recruiting personnel, performing business and financial planning, and raising capital to support development activities. The Company has not generated any product revenue related to its primary business purpose to date, nor has it generated any income, and is subject to a number of risks and uncertainties, which include dependence on key individuals, the need for development of commercially viable products, the need to obtain regulatory approval for its products and commercialize them and the need to obtain adequate additional financing to fund the development of its product candidates. Initial Public Offering On July 15, 2015, the Company’s Registration Statement on Form S-1 (File No. 333-204921) relating to the initial public offering (IPO) of its common stock was declared effective by the Securities and Exchange Commission (SEC). Pursuant to such Registration Statement, the Company sold an aggregate of 9,315,000 shares of its common stock at a price of $17.00 per share for aggregate cash proceeds of approximately $143.6 million, net of underwriting discounts and commissions and offering costs. On July 21, 2015, immediately prior to the closing of the IPO, all outstanding shares of convertible and redeemable convertible preferred stock converted into 18,361,953 shares of common stock, including an aggregate of 390,680 shares of common stock that were issued on the net exercise of 493,648 preferred stock warrants at the IPO price of $17.00 per share and an aggregate of 481,671 shares of common stock that were issued on the cash exercise of 481,671 preferred stock warrants. The IPO closed on July 21, 2015. As discussed further in Note 9, on the closing of the IPO, the Company paid the holders of its Series B and B-1 redeemable convertible preferred stock $5.5 million in settlement of the cumulative dividends. In addition, the Company issued 750,946 shares of common stock to the holders of its Series C and D redeemable convertible preferred stock in settlement of the cumulative dividends. Following the filing of the Restated Certificate of Incorporation of the Company on July 21, 2015, the number of shares of capital stock the Company is authorized to issue is 510,000,000 shares, of which 500,000,000 shares may be common stock and 10,000,000 shares may be preferred stock. Both the common stock and the preferred stock have a par value of $0.001 per share. Reverse Stock Split On June 29, 2015, the Company’s board of directors approved an amendment to the Company’s amended and restated certificate of incorporation to effect a reverse split of the Company’s common stock, convertible preferred stock and redeemable convertible preferred stock at a 7.45-to-1 ratio (Reverse Stock Split). The Reverse Stock Split became effective on July 2, 2015, upon the filing of the amendment to the Company’s amended and restated certificate of incorporation. The authorized shares and par value of the common, convertible preferred and redeemable convertible preferred stock were not adjusted as a result of the Reverse Stock Split. All issued and outstanding common stock, convertible preferred stock, redeemable convertible preferred stock, warrants for preferred stock, options for common stock and per share amounts contained in the consolidated financial statements have been retroactively adjusted to reflect this Reverse Stock Split for all periods presented. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (U.S. GAAP). The accompanying consolidated financial statements include the accounts of ProNAi Therapeutics, Inc. and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of consolidated financial statements and the reported amounts of expense during the reporting period. Significant estimates and assumptions made in the accompanying consolidated financial statements include, but are not limited to the fair value of common stock, the fair value of preferred stock, the fair value of preferred stock warrant liabilities, the fair value of stock options, recoverability of the Company’s net deferred tax assets, and related valuation allowance and certain accruals. The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate. Actual results could materially differ from those estimates. Foreign Currency The functional currency of the Company’s foreign subsidiaries is the U.S. Dollar. Transactions denominated in currencies other than the functional currency are remeasured to the functional currency at the average exchange rate in effect during the period. At the end of each reporting period, monetary assets and liabilities are remeasured to the functional currency using exchange rates in effect at the balance sheet date. Non-monetary assets and liabilities are recorded at historical exchange rates. Gains and losses related to remeasurement are recorded in other income (expense) in the consolidated statements of operations. The net foreign exchange transaction gains (losses) included in other income (expense) in the accompanying consolidated statements of operations was insignificant for the years ended December 31, 2015, 2014 and 2013. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less from the date of purchase to be cash equivalents. Cash and cash equivalents consist primarily of funds invested in readily available checking and savings accounts and highly liquid investments in money market funds. Restricted Cash Restricted cash represents collateral for a corporate credit card facility and a security deposit required for a facility lease. Restricted cash consists of funds invested in a money market fund. As of December 31, 2015, the current portion of restricted cash of $25,000 was included in prepaid expenses and other current assets and the long-term portion of restricted cash of $0.2 million was included in other assets in the accompanying consolidated balance sheets. Investments The Company determines the appropriate designation of its investments as “trading,” “available-for-sale” or “held-to-maturity” based on management’s intent at the time of purchase and reevaluates such designation at each reporting date. During the years ended December 31, 2015 and 2014, all of the Company’s short-term investments were designated as available-for-sale. Unrealized gains and losses, if any, are reported as a separate component of stockholders’ equity (deficit), except for unrealized losses determined to be other-than-temporary which are recorded in other income (expense) in the accompanying consolidated statements of operations. The Company determines any realized gains or losses on the sale of any investments on a specific identification method and records such gains and losses as a component of other income (expense) in the accompanying consolidated statements of operations. The Company evaluates its short-term investments periodically for possible other-than-temporary impairment. A decline in fair value below the amortized cost of the investment is considered other-than-temporary impairment if the Company has the intent to sell the investment or it is more likely than not that the Company will be required to sell the investment before recovery of the entire amortized cost basis. In those instances, an impairment charge equal to the difference between the fair value and the amortized cost basis is recognized in other income (expense). Regardless of the Company’s intent or requirement to sell an investment, impairment is considered other-than-temporary if the Company does not expect to recover the entire amortized cost basis. Investments with original maturities beyond three months at the date of purchase and which mature at, or less than twelve months from, the balance sheet date are classified as current. Investments with a maturity beyond twelve months from the consolidated balance sheet date are classified as long-term. Concentrations of Credit Risk Financial instruments that subject the Company to significant concentrations of credit risk consist of cash, cash equivalents, restricted cash and short-term investments. All of the Company’s cash, cash equivalents, restricted cash and short-term investments are held at financial institutions in the United States and Canada that management believes to be of high credit quality. Deposits held in the United States with these financial institutions exceed federally insured limits. The Company’s cash, cash equivalents, restricted cash and short-term investments exceeded federally insured limits by $149.9 million and $39.0 million at December 31, 2015 and 2014, respectively. The primary focus of the Company’s investment strategy is to preserve capital and meet liquidity requirements. The Company’s investment policy addresses the level of credit exposure by limiting the concentration in any one corporate issuer and establishing a minimum allowable credit rating. Fair Value of Financial Instruments The Company’s cash and cash equivalents, restricted cash, short-term investments, other current assets, accounts payable, and accrued liabilities approximate their fair value at December 31, 2015 and 2014, due to their short duration. The short-term investment maintains observable inputs, thus the carrying value of this instrument is carried at fair value and unrealized gains and losses, if any, are reported as a separate component of stockholders’ equity (deficit). The Company’s preferred stock warrant liabilities contain unobservable inputs that reflect the Company’s own assumptions in which there is little, if any, market activity at the measurement date, thus the Company’s warrant liabilities were measured at fair value on a recurring basis using unobservable inputs until they were exercised in 2015. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines the fair value of its financial instruments based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: Level 1 Level 2 Level 3 Property and Equipment, Net Property and equipment, net are stated at cost, less accumulated depreciation and amortization. Depreciation and amortization on property and equipment, excluding leasehold improvements, is computed using the straight-line Other Assets Other assets consist primarily of restricted cash pledged as collateral for a corporate credit card facility and a security deposit required for a facility lease. As of December 31, 2014, other assets also included $0.5 million of offering costs, consisting of legal, accounting and filing fees relating to the IPO that were deferred until the completion of the IPO in July 2015, at which time they were reclassified to additional paid-in capital as a reduction of the gross proceeds. Preferred Stock Warrant Liabilities The Company accounts for its warrants issued in connection with its various financing transactions based upon the characteristics and provisions of the instrument. Warrants classified as derivative liabilities are recorded on the Company’s consolidated balance sheets at their fair value on the date of issuance and remeasured to fair value on each subsequent reporting period, with the changes in fair value recognized as a component of other income (expense), net in the accompanying consolidated statements of operations. On the closing of the IPO on July 21, 2015 (discussed in Note 1), all outstanding warrants were exercised and the liability on the preferred stock warrants was reclassified to additional paid-in capital in stockholders’ equity (deficit) and was no longer subject to remeasurement. Research and Development Costs Research and development costs are expensed as incurred. The Company accounts for nonrefundable advance payments for goods and services that will be used in future research and development activities as expenses when the goods have been received or when the service has been performed rather than when the payment is made. Depending on the timing of payments to service providers of research and development costs, the Company recognizes prepaid expenses or accrued expenses related to these costs. These prepaid or accrued expenses are based on management’s estimates of the work performed under service agreements and milestones achieved. Research and development costs include fees incurred in connection with license agreements, compensation and other related costs for employees engaged in research and development, costs associated with preclinical studies and trials, regulatory activities, manufacturing activities to support clinical activities, license fees, fees paid to external service providers that conduct certain research and development, clinical, and manufacturing activities on behalf of the Company and an allocation of overhead expenses. Stock-Based Compensation The Company accounts for share-based payments at fair value, which is measured using the Black-Scholes option-pricing model. For share-based awards that vest subject to the satisfaction of a service requirement, the fair value measurement date for employee stock-based compensation awards is the date of grant and the expense is recognized on a straight line basis, over the vesting period. For share-based awards that vest subject to the satisfaction of a service requirement and a performance component, the fair value measurement date is the date of grant and is recognized over the requisite service period as achievement of the performance objective becomes probable. Stock-based compensation arrangements with nonemployees are recognized at the grant date and remeasured to fair value at each reporting period. The expense is recognized over the vesting period which is generally the service period. Income Taxes The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and the tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Management makes an assessment of the likelihood that the resulting deferred tax assets will be realized. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. Due to the Company’s historical operating performance and the recorded cumulative net losses in prior fiscal periods, the net U.S. deferred tax assets have been offset by a full valuation allowance. The Company recognizes uncertain income tax positions at the largest amount that is more likely than not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Changes in recognition or measurement are reflected in the period in which judgment occurs. The Company’s policy is to recognize interest and penalties related to the underpayment of income taxes as a component of provision for income taxes. Segment Information Operating segments are components of an enterprise for which separate financial information is available and is evaluated regularly by the Company’s chief operating decision maker in deciding how to allocate resources and assessing performance. The Company’s chief operating decision maker is its Chief Executive Officer. The Company’s Chief Executive Officer views the Company’s operations and manages its business in one operating segment, which is the business of researching, developing, and commercializing therapies for the treatment of patients with cancer. Accordingly, the Company has a single reporting segment. Recent Accounting Pronouncements In November 2015, the Financial Accounting Standards Board (FASB) issued FASB Accounting Standards Update (ASU) No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 3. Net Loss Per Share Basic net loss per share is calculated by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period, less common stock issued that is subject to repurchase, without consideration for common stock equivalents. Diluted net loss per share is computed by dividing net loss by the weighted-average number of common share equivalents outstanding for the period determined using the treasury-stock method. For purposes of this calculation, preferred stock and warrants for preferred stock, stock options and common stock subject to repurchase are considered to be common stock equivalents and are only included in the calculation of diluted net loss per share when their effect is dilutive. The following outstanding shares of common stock equivalents were excluded from the calculation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been antidilutive: As of December 31, 2015 2014 2013 Options to purchase common stock 3,522,813 2,138,096 582,152 Common stock subject to repurchase 23,554 103,252 — Convertible preferred stock — 252,817 252,818 Redeemable convertible preferred stock — 17,236,784 5,482,761 Warrants for preferred stock — 976,492 1,002,291 Total potential dilutive shares 3,546,367 20,707,441 7,320,022 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 4. Fair Value Measurements The Company measures and reports its cash equivalents, restricted cash, short-term investments and preferred stock warrant liabilities at fair value. The following table sets forth the fair value of the Company’s financial assets and liabilities measured on a recurring basis by level within the fair value hierarchy: December 31, 2015 Level 1 Level 2 Level 3 Total (in thousands) Financial Assets Money market funds $ 148,604 $ — $ — $ 148,604 Restricted money market funds 225 — — 225 Total financial assets $ 148,829 $ — $ — $ 148,829 December 31, 2014 Level 1 Level 2 Level 3 Total (in thousands) Financial Assets Money market funds $ 27,847 $ — $ — $ 27,847 Restricted money market funds 75 — — 75 Short-term investments — 10,010 — 10,010 Total financial assets $ 27,922 $ 10,010 $ — $ 37,932 Financial Liabilities Preferred stock warrant liabilities $ — $ — $ 1,810 $ 1,810 Money market funds and restricted money market funds are measured at fair value on a recurring basis using quoted prices and are classified as a Level 1 input. The short-term investments contain observable inputs. Accordingly, the carrying value of this instrument approximates its fair value and is classified as Level 2 inputs. The Company’s preferred stock warrant liabilities contained unobservable inputs that reflected the Company’s own assumptions in which there was little, if any, market activity for at the measurement date. Accordingly, the Company’s warrant liabilities were measured at fair value on a recurring basis using unobservable inputs until the warrants were exercised in 2015. The warrant liabilities were classified as Level 3 inputs. At December 31, 2014 and 2013, the Company remeasured the preferred stock warrants to fair value using the OPM and/or the PWERM models with the following assumptions used in the OPM: Year Ended December 31, 2014 2013 Expected term (in years) 1.2 – 2.5 2.5 – 3.1 Expected volatility 69 – 86% 66 – 70% Risk-free interest rate 0.3 – 0.6% 0.4 – 0.7% Expected dividend rate — % — % Discount for lack of marketability 19.5 – 24.3% 23.7% – 25.8% The Company estimated the volatility of its stock based on comparable peer public companies historical volatility. The risk-free interest rate was based on the U.S. Treasury zero-coupon bond. The expected term applied in the OPM considered both the probabilities of failure and success of the Company. Cumulative dividends associated with preferred stock were calculated as of the accrual start date of each security to the OPM maturity date. The assumptions used in calculating the estimated fair market value at each reporting period represent the Company’s best estimate, however inherent uncertainties are involved. As a result, if factors or assumptions change the warrant liability, the estimated fair value could be materially different. During the year ended December 31, 2015, the Company remeasured the preferred stock warrants using the OPM and/or PWERM models, or based on the fair value of the underlying stock. On the closing of the IPO, the outstanding preferred stock warrants were exercised and the liability on the preferred stock warrants were reclassified to additional paid-in capital in stockholders’ equity (deficit), and was no longer subject to remeasurement. There were no transfers between Levels 1, 2 or 3 during the year ended December 31, 2014. During the year ended December 31, 2015, $10.0 million of short-term investments transferred from being a Level 2 financial asset to a Level 1 financial asset when the short-term investments were sold in July 2015. The proceeds from the sale of the short-term investments were invested in money market funds, which is a Level 1 financial asset. The Company realized a $10,000 other-than-temporary impairment loss on its short-term investments through other income (expense) in the accompanying consolidated statements of operations. During the year ended December 31, 2014, the Company did not realize any gains and losses related to its financial assets. The following table provides a summary of the changes in the estimated fair value of the Company’s preferred stock warrant liabilities, which were measured at fair value on a recurring basis using unobservable inputs (Level 3) until their exercise (in thousands): Year Ended December 31, 2015 2014 2013 (in thousands) Fair value, beginning balance $ 1,810 $ 430 $ 171 Fair value of preferred stock warrants exercised (19,253 ) — 57 Change in fair value of preferred stock warrants 17,443 1,380 202 Fair value, ending balance $ — $ 1,810 $ 430 The change in fair value of the preferred stock warrant liabilities is attributable to the increase of the fair value of the underlying stock. The change in the fair value of preferred stock warrants for each presented period is recognized as a component of other income (expense), net in the consolidated statements of operations. |
Balance Sheet Components
Balance Sheet Components | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Components | 5. Balance Sheet Components Cash and Cash Equivalents Cash and cash equivalents consist of the following: December 31, 2015 2014 (in thousands) Cash $ 1,576 $ 1,307 Cash equivalents: Money market accounts 148,604 27,847 Total cash and cash equivalents $ 150,180 $ 29,154 Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following: December 31, 2015 2014 (in thousands) Prepaid research and development project costs $ 878 $ 515 Prepaid insurance 480 23 Other 315 23 Total prepaid expenses and other current assets $ 1,673 $ 561 Property and Equipment, net Property and equipment, net consists of the following: December 31, 2015 2014 (in thousands) Computer equipment $ 242 $ 56 Software 126 9 Lab equipment 236 163 Leasehold improvements 84 — Property and equipment, gross 688 228 Less: accumulated depreciation (122 ) (14 ) Total property and equipment, net $ 566 $ 214 Depreciation and amortization related to the Company’s property and equipment for the years ended December 31, 2015, 2014 and 2013 was $111,000, $12,000 and $1,000, respectively. Accrued Liabilities Accrued liabilities consist of the following: December 31, 2015 2014 (in thousands) Accrued research and development costs $ 4,318 $ 526 Accrued employee related costs 1,529 759 Accrued professional fees 933 140 Other 236 48 Total accrued liabilities $ 7,016 $ 1,473 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Debt | 6. Debt Michigan Strategic Fund (MSF) Loan On December 31, 2007, the Company entered into a promissory note agreement with MSF whereby the Company could borrow up to $0.4 million. Interest on the note accrued at 1% per year on borrowings outstanding under the agreement. Per the terms of the promissory note, no payments were required until December 31, 2012, at which time accrued and unpaid interest would be added to the then outstanding principal. Interest would then accrue on the restated principal amount and was payable over 59 months starting January 1, 2013. The note was secured by all tangible personal property owned by the Company. If the Company ceased to have substantially all of its employees or operations located in Michigan or failed to comply with other terms as defined in the promissory note agreement, MSF could have declared the entire indebtedness, plus a 7% premium of the then-outstanding balance of the note, due and payable immediately. On December 18, 2012, the Company and the MSF entered into an amendment to the promissory note agreement in which the MSF was granted the right to convert the outstanding indebtedness into equity of the Company upon the occurrence of certain events, including a qualified financing. Also, under the terms of the amended promissory note, all accrued but unpaid interest as of January 1, 2013 was added to the then outstanding principal, with the restated principal accruing interest at 5%. Under the terms of the amended promissory note, the Company would be obligated to make payments on the restated principal on January 1, 2015 in monthly equal installments over 48 months if a qualified financing did not occur. The Company accounted for the amendment in 2012 as an extinguishment. The outstanding principal on the promissory note payable was $0.4 million and accrued interest totaled $21,000 as of December 31, 2013. On January 10, 2014, the outstanding principal and accrued interest of $0.4 million on the promissory note was extinguished on the Company’s closing of a Series C redeemable convertible preferred stock financing. On closing, the outstanding principal and accrued interest on the promissory note was converted into 82,927 shares of the Company’s Series C redeemable convertible preferred stock at a price per share of $5.215. Convertible Promissory Note Financing On March 1, 2012, the Company entered into a convertible promissory note financing pursuant to which certain investors agreed to loan the Company up to $1.0 million. The convertible promissory notes accrued interest at 8% and would automatically convert into shares of the Company’s next issued series of convertible preferred stock upon the closing of a preferred stock financing of a specified size. Investors also had the option to convert notes outstanding to convertible preferred stock if a change of control or IPO occurred. On October 1, 2012, the Company and the holders of the convertible promissory notes agreed to increase the total loan amount to up to $3.0 million and extend the maturity date of the notes to June 30, 2013. On November 13, 2012, the Company and the holders of the notes agreed to increase the total loan amount to up to $5.0 million, extend the maturity date of the notes to December 31, 2013, and offer to the note holders who matched their total investment through November 1, 2012, and all note holders subsequent to November 1, 2012, a conversion premium of 50%. The Company issued convertible promissory notes for an aggregate principal amount of $5.0 million on various dates in 2012 and 2013. The investors that held notes dated prior to November 1, 2012, also received warrants to purchase additional shares of redeemable convertible preferred stock which met the requirements for liability classification. The estimated fair value of the warrants at issuance was recorded as a discount on the notes and amortized into interest expense over the expected life of the promissory notes. The holders of certain promissory notes dated prior to November 1, 2012, and all holders of promissory notes dated after November 1, 2012, received the benefit of a premium on conversion into Series C preferred stock at the time of their issuance. The Company determined that the embedded conversion feature met the definition of an embedded derivative at inception. This derivative expired prior to December 31, 2013. The fair value of this derivative at December 31, 2012 was $0.8 million and resulted in a discount on the short-term promissory notes. This discount was amortized to interest expense during the year ended 2013, the estimated term of the notes. During the year ended December 31, 2013, the Company recorded $0.8 million of interest expense related to the discount created by the embedded derivative. The Company recognized an additional $1.6 million of interest expense for the premium conversion feature on newly issued convertible promissory notes during the year ended December 31, 2013. On December 20, 2013, the convertible promissory notes were extinguished in their entirety on the Company’s closing of a Series C redeemable convertible preferred stock financing. On closing, the Company issued an aggregate 1,495,276 shares of Series C redeemable convertible preferred stock at a per share price of $5.125 on conversion of the convertible promissory notes into shares of Series C redeemable convertible preferred stock. The Company issued Series C redeemable convertible preferred stock worth $7.8 million in settlement of all convertible promissory note obligations of which $5.0 million related to the outstanding principal obligations, $0.4 million in accrued interest and $2.4 million for settlement of the beneficial conversion feature. As of December 31, 2013, there were no outstanding borrowings on the convertible promissory notes. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 7. Commitments and Contingencies License Agreements In March 2007, the Company entered into an exclusive license agreement with Novosom AG (Novosom) to use certain patented LNP delivery technology for any of its DNAi drug candidates that target a region of the BCL2 gene (the Novosom License Agreement). In July 2010, the Novosom License Agreement was acquired by Marina Biotech, Inc. (Marina), but Novosom retained the right to receive all payments due from the Company under the Novosom License Agreement. In March 2012, the Company and Marina entered into another exclusive license agreement (the Marina License Agreement) for the use of certain of Marina’s patented delivery technology, including LNP technology, for any of the Company’s current or future DNAi product candidates that target any gene. In exchange for this exclusive right, the Company paid Marina an upfront payment of $0.3 million in 2012 to be applied to the first DNAi product candidate under this agreement. The Company will be required to pay Marina milestone payments of up to an aggregate of $14.5 million for each DNAi product candidate, other than PNT2258, upon successful completion of certain clinical and regulatory milestone events relating to each DNAi product candidate identified in the Marina License Agreement. In addition, for DNAi product candidates other than PNT2258, the Company is required to pay Marina a low single-digit royalty on net sales. In May 2013, the Company issued Novosom 283,069 shares of common stock with a fair market value of $0.1 million in settlement of the first milestone payment. Pursuant to the terms of the Novosom License Agreement, additional shares may have been issued if certain dilution events occurred through December 31, 2014. The Company evaluated the need to accrue an expense related to the future potential issuance of shares at December 31, 2013 and 2014, but determined that each of the terms requiring additional issuances was not likely to occur and thus the expense was not recorded. The dilution provisions expired on December 31, 2014. In April 2014, the Company entered into a Second License Amendment and Consent to Termination Agreement with Marina pursuant to which the Novosom License Agreement (which had been transferred to Marina by Novosom in July 2010) was terminated and the obligations previously set forth in the Novosom License Agreement were restated in the Marina License Agreement. In connection therewith, in April 2014, the Company also entered into a License Payment Agreement with Novosom under which the Company agreed to pay Novosom $11.0 million in cash upon the closing of a minimum $35.0 million financing. Also, the Company agreed to pay Novosom a $3.0 million milestone payment within 30 days of regulatory authority approval of PNT2258. Upon Novosom’s receipt of the cash payment of $11.0 million, all financial obligations of the Company to Novosom were terminated, other than the aforementioned milestone payment, historic manufacturing costs and a low-single digit royalty payment on net sales of PNT2258. The Company made the $11.0 million payment to Novosom in April 2014, upon the closing of the Series D redeemable convertible preferred stock financing and a payment of $0.1 million in July 2014 settling the obligation for the historic manufacturing costs. The April 2014 Second License Amendment and Consent to Termination Agreement serves as the second amendment to the Marina License Agreement. As of December 31, 2015 and 2014, the Company has not accrued the $3.0 million milestone payment to Novosom as regulatory approval was not considered probable of occurring. As of December 31, 2015 and 2014, the Company has not identified any product candidates that would pertain to the Marina License Agreement. Therefore, there is currently no potential expense or payment due under the Marina License Agreement. Lease Agreements The Company leases its Michigan facility under a short-term operating lease with a term of less than a year that provides for a fixed monthly rent for the term of the lease and also provides for certain rent adjustments covering the expenses and taxes of the facility. In February 2015, the Company entered into an operating lease agreement to sublease office space in Vancouver, Canada. The operating lease agreement expires on February 27, 2018. Under the terms of the agreement, the Company issued a Canadian Dollar $50,000 letter of credit to the sublessor on closing, which is collateralized by a restricted deposit of $50,000. As of December 31, 2015, the aggregate future non-cancelable minimum lease payments associated with this office space operating lease are as follows: Years Ending December 31: Operating (in thousands) 2016 $ 290 2017 290 2018 48 Total $ 628 The total rent expense for all operating leases for the years ended December 31, 2015, 2014 and 2013 was $0.3 million, $0.1 million and $34,000. Legal From time to time, the Company may become subject to legal proceedings, claims and litigation arising in the ordinary course of business. In addition, the Company may receive letters alleging infringement of patent or other intellectual property rights. The Company is not currently a party to any material legal proceedings, nor is it aware of any pending or threatened litigation that, in the Company’s opinion, would have a material adverse effect on the business, operating results, cash flows or financial condition should such litigation be resolved unfavorably. |
Common Stock Reserved for Issua
Common Stock Reserved for Issuance | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Common Stock Reserved for Issuance | 8. Common Stock Reserved for Issuance The Company is required to reserve and keep available out of its authorized but unissued shares of common stock a number of shares sufficient to effect the conversion of all outstanding shares of preferred stock (and preferred stock warrants), plus options granted and available for grant under the incentive plans and shares reserved for issuance under the employee stock purchase plan. December 31, 2015 2014 Conversion of outstanding Series A convertible preferred stock — 252,817 Conversion of outstanding Series B redeemable convertible preferred stock — 1,947,354 Conversion of outstanding Series B-1 redeemable convertible preferred stock — 1,392,300 Conversion of outstanding Series C redeemable convertible preferred stock — 2,487,770 Conversion of outstanding Series D redeemable convertible preferred stock — 11,409,360 Outstanding preferred stock warrants — 976,492 Outstanding stock options 3,522,813 2,138,096 Shares reserved for future option grants 3,523,879 1,550,101 Shares reserved under the 2015 employee stock purchase plan 700,000 — Total common stock reserved for issuance 7,746,692 22,154,290 |
Preferred Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Preferred Stock | 9. Preferred Stock Preferred Stock As of December 31, 2015, the Company had 10,000,000 shares of preferred stock authorized with a par value of $0.001. No shares of preferred stock were outstanding as of December 31, 2015. Convertible and Redeemable Convertible Preferred Stock On January 10, 2014, the Company issued 344,664 shares of Series C redeemable convertible preferred stock at a price per share $5.215. Of the total shares, 261,737 were issued for cash proceeds of $1.4 million and 82,927 were issued on the conversion of a note payable to MSF (see Note 6) with principal and accrued interest totaling $0.4 million. On April 17, 2014, the Company issued 11,409,360 shares of Series D redeemable convertible preferred stock at a price of $5.215 per share for net cash proceeds of $56.2 million, net of issuance costs of $3.3 million. During the year ended December 31, 2015, the Company issued an aggregate of 481,671 shares of redeemable convertible preferred stock upon the cash exercise of the Company’s Series B-1 and Series C redeemable convertible preferred stock warrants, consisting of 444,286 shares of Series B-1 redeemable convertible preferred stock and 37,385 shares of Series C redeemable convertible preferred stock. In addition, during the year ended December 31, 2015, the Company issued an aggregate of 390,032 shares of redeemable convertible preferred stock upon the net exercise of the Company’s Series B, Series B-1 and Series C redeemable convertible preferred stock warrants, consisting of 5,850 shares of Series B redeemable convertible preferred stock, 291,165 shares of Series B-1 redeemable convertible preferred stock and 93,017 shares of Series C redeemable convertible preferred stock. On July 21, 2015 (closing date of the IPO), all outstanding shares of Series A convertible preferred stock converted into 252,817 shares of common stock and all outstanding shares of Series B, Series B-1, Series C and Series D redeemable convertible preferred stock converted into 18,109,136 shares of common stock. The convertible and redeemable convertible preferred stock as of December 31, 2014 consisted of the following: December 31, 2014 Shares Shares and Outstanding Net Liquidation Price Per Aggregate Redemption (in thousands, except share and per share data) Convertible Preferred Stock: Series A 1,843,894 224,564 $ 2,543 $ 11.324 $ 2,543 $ — Redeemable Convertible Preferred Stock: Series B 13,134,880 1,752,634 $ 19,504 $ 12.268 $ 21,502 $ 19,504 Series B-1 16,122,618 1,392,300 6,979 3.656 5,091 6,979 Series C 19,812,349 2,487,770 21,052 5.642 14,035 21,052 Series D 85,000,000 11,409,360 94,297 5.510 62,865 94,297 Total redeemable convertible preferred stock 134,069,847 17,042,064 $ 141,832 $ 103,493 $ 141,832 Total preferred stock 135,913,741 17,266,628 $ 144,375 $ 106,036 $ 141,832 On issuance, the Company’s convertible and redeemable convertible preferred stock was recorded at fair value or the amount of allocated proceeds, net of issuance costs. The Company’s Series A convertible preferred stock (convertible preferred stock) was classified outside of stockholders’ equity (deficit) from issuance through the closing of the IPO, because, in the event of certain “liquidation events” that are not solely within the Company’s control (including merger, acquisition, or sale of all or substantially all of the Company’s assets), the shares would have become redeemable at the option of the holders. The carrying value of the convertible preferred stock was the liquidation value. The Company’s Series B, B-1, C and D redeemable convertible preferred stock (collectively, redeemable convertible preferred stock) was classified outside of stockholders’ equity (deficit) from issuance through the closing of the IPO, because the stocks contain redemption features that commence at any time on or after December 31, 2018 at the election of the Series B, B-1, C and D redeemable convertible preferred stockholders. The Company adjusted the carrying amount of the redeemable convertible preferred stock to equal the redemption value at the end of each reporting period. Due to the absence of retained earnings, adjustments to redemption value were recorded against additional paid-in capital, if any, and then to accumulated deficit. The following table sets forth the total adjustment to redemption value of each series of redeemable convertible preferred stock recognized during the following periods: Year Ended December 31, 2015 2014 2013 (in thousands) Redeemable Convertible Preferred Stock Series B $ 46,976 $ 6,447 $ — Series B-1 36,961 2,836 28 Series C 52,832 2,449 5,685 Series D 237,246 38,117 — Total adjustment to redemption value on redeemable convertible preferred stock $ 374,015 $ 49,849 $ 5,713 As the redemption value for the redeemable convertible preferred stock was at times based on fair market value, the Company determined the fair value of the redeemable convertible preferred stock using a combination of the OPM and/or the PWERM models, or the fair value of the Company’s common stock. At July 21, 2015 (closing date of the IPO), the fair value of redeemable convertible preferred stock was estimated based on the underlying value of the Company’s common stock. Prior to the Company’s IPO, the holders of the convertible and redeemable convertible preferred stock (collectively, Preferred Stock) had various rights, preferences, and privileges as follows: Optional Conversion Rights Each share of Preferred Stock was convertible at the option of the holder at any time into the number of shares of common stock based on the conversion price then in effect. The conversion rate was obtained by dividing the Series A, B, B-1, C and D original issuance prices of $11.324, $7.45, $2.6075, $5.215 and $5.215 per share by the preferred conversion price for each series in effect. The conversion prices for each series were adjusted on a broad-based weighted-average basis in connection with certain dilutive issuances. However, the articles of incorporation provide that in no event shall the conversion price for the Series A be less than $10.0575 per share or the conversion price for the Series B be less than $6.705 per share. The conversion price per share for the Preferred Stock was adjusted for certain recapitalizations, splits, combinations, common stock dividends or similar events, as discussed below. Automatic Conversion Rights Each share of Preferred Stock was automatically converted into shares of common stock based on the then-effective conversion price upon either the affirmative vote or consent of the holders of at least a majority of the outstanding shares of the Preferred Stock or upon the closing of a Qualified IPO. A Qualified IPO was defined as the closing of a firm underwritten initial public offering pursuant to an effective registrant statement under the Securities Act of 1933, in which the aggregate cash proceeds to the Company (before underwriting discounts, commissions and fees) are at least $50.0 million and if it covers the offer and sale of the Company’s common stock at a price per share of (i) at least 1.6 times the Series D original issue price ($8.344 per share) if such closing occurred on or before April 17, 2015; and (ii) at least 2.0 times the Series D original issue price ($10.43 per share) if such closing occurred after April 17, 2015. Upon such automatic conversion, any unpaid accruing dividends and any other accrued and unpaid dividends on the Preferred Stock was also paid. Voting Rights Each share of Preferred Stock had a number of votes equal to the number of shares of common stock into which it was convertible. The holders of the Series B and C redeemable convertible preferred stock each had the right to elect one director to the Board. The holders of the Series D redeemable convertible preferred stock had the right to elect two directors to Board. The holders of the common stock and Preferred Stock, voting together on an as-converted basis, elect the three remaining directors. A separate vote of a majority of the Series A, B, B-1, C and D preferred stockholders, determined on the basis of the number of shares of common stock into which it was convertible, was required to authorize, effect or validate any action which altered or changed the rights, preferences or privileges or increased the number of authorized shares of each respective series of Preferred Stock. Dividend Rights The holders of the outstanding shares of Series B, B-1, C and D redeemable convertible preferred stock were entitled to receive cumulative accruing dividends at a rate of 8.0% per annum of the original issuance price per share, compounded annually (accruing dividends). The accruing dividends accrued from day to day, whether or not declared, and were cumulative. The accruing dividends were deemed declared annually and payable upon the earliest to occur of (i) the date determined by the Board, (ii) the liquidation of the Company (including a Deemed Liquidation Event) and (iii) the conversion or redemption of at least a majority of the outstanding shares of the Series B, B-1, C and D redeemable convertible preferred stock. At December 31, 2014, cumulative unpaid accruing dividends in arrears totaled $14.4 million and consisted of $8.4 million for the Series B, $1.5 million for the Series B-1, $1.1 million for the Series C and $3.4 million for the Series D redeemable convertible preferred stock. In the event of a qualified IPO, the holders were entitled to 50% of the then accrued but unpaid accruing dividends in cash and the remaining 50% were forfeited. If a Qualified IPO had occurred as of December 31, 2014, the Company would have paid accruing dividends in the aggregate amount of $7.2 million to the Series B, B-1, C and D redeemable convertible preferred stockholders. The holders of the Series A convertible preferred stock, in preference to the holders of the common stock, were entitled to first receive, or simultaneously receive, when and as declared by the board, but only out of funds that were legally available therefore, a dividend in an amount of at least equal to $0.79268 per share of the Series A convertible preferred stock. Such dividends were not cumulative. After payment of these dividends, any dividends declared by the board out of funds legally available were shared equally among all outstanding shares on an as-converted basis. Amendment to Dividend Rights On June 11, 2015, the Company’s stockholders approved an amendment to the Company’s certificate of incorporation to modify the terms of the cumulative accruing dividends on the outstanding shares of the Company’s Series C and Series D redeemable convertible preferred stock. Under the terms of the amended certificate of incorporation, upon conversion of the Company’s redeemable convertible preferred stock into common stock in connection with an IPO, the Company was required to pay 50% of the then accrued but unpaid accruing dividends on shares of the Series C and Series D redeemable convertible preferred stock in shares of the Company’s common stock instead of payment in cash and the remaining 50% of the then accrued but unpaid accruing dividends was to be forfeited. The settlement of the accrued but unpaid accruing dividends in shares of common stock was required to be at the original issue price of the Series C and Series D redeemable convertible preferred stock of $5.215 per share. The terms of the dividends payable on the Series B and Series B-1 preferred stock were not modified. Settlement of Cumulative Dividends On July 21, 2015 (closing date of the IPO), the Company had total cumulative unpaid dividends in arrears of $18.9 million, which consisted of $9.4 million for the Series B, $1.7 million for the Series B-1, $1.7 million for the Series C and $6.1 million for the Series D redeemable convertible preferred stock. During the year ended December 31, 2015, the Company paid in cash accruing dividends in the aggregate amount of $5.5 million to the Series B and B-1 redeemable convertible preferred stockholders, consisting of $4.7 million for the Series B and $0.8 million for the Series B-1 redeemable convertible preferred stockholders. In addition, during the year ended December 31, 2015, the Company issued an aggregate of 750,946 shares of common stock to the Series C and D redeemable convertible preferred stockholders with an aggregate fair value of $20.4 million in settlement of the Series C and Series D redeemable convertible preferred stock cumulative dividends in accordance with the June 11, 2015 amendment discussed above, consisting of 161,536 shares of common stock with a fair value of $4.4 million to the Series C redeemable convertible preferred stockholders and 589,410 shares of common stock with a fair value of $16.0 million to the Series D redeemable convertible preferred stockholders. Liquidation Rights In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the corporation, the holders of the Series A, Series B, Series B-1, Series C and Series D preferred stock were entitled to liquidation preferences in the amount of $11.324 per share for the Series A, $12.268 per share for the Series B, $3.656 per share for the Series B-1, $5.642 per share for the Series C and $5.510 per share for the Series D at December 31, 2014 (adjusted to reflect stock splits, stock dividends, and recapitalizations), plus all unpaid accruing dividends, whether or not declared, together with any other dividends declared but unpaid. Following distribution of the liquidation preferences to the preferred stockholders, the remaining assets of the Company available for distribution to shareholders were distributed among the holders of the Series B, B-1, C and D redeemable convertible preferred stock and common stock pro rata based on the number of shares of common stock held by each on an as-converted basis. A Deemed Liquidation Event is defined as any acquisition of the corporation by means of merger or other form of corporate reorganization in which the outstanding shares of the corporation are exchanged for securities or other consideration issued, or caused to be issued, by the acquiring corporation or its subsidiary (other than a reincorporation transaction) or a sale of all or substantially all of the assets of the Company shall be treated as a liquidation, dissolution, or winding-up of the corporation and shall entitle the holders of preferred stock and common stock to receive at the closing the amounts specified above in cash, securities or other property. Redemption Rights The Series A convertible preferred stock did not contain any fixed or determinable redemption features. At any time on or after December 31, 2018, upon the election of the holders of the then-outstanding Series B, B-1, C and D redeemable convertible preferred stock, voting as a separate class, the Company might be required to redeem in cash the then-outstanding shares of Series B, B-1, C and D redeemable convertible preferred stock. The Company shall effect any such redemption in three annual installments with the first to occur on the date sixty days after the date on which the Company receives notice of the redemption election. The redemption price for the Series B and B-1 redeemable convertible preferred stock was equal to the greater of (a) 150% of the liquidation preference for such series; provided, however, that any sum in excess of the purchase price shall be paid out of the retained earnings of the Company; or, (b) the fair market value per share as determined by an appraisal plus all declared or accrued but unpaid accruing dividends. At December 31, 2013, due to the absence of retained earnings, the redemption value of the Series B redeemable convertible preferred stock was determined under criterion (a) and was the original issuance price of $7.45 per share. At December 31, 2014 and on the closing of the IPO, the redemption value of the Series B redeemable convertible preferred stock was determined under criterion (b) and was the fair value market value per share plus all unpaid accruing dividends. At December 31, 2013 and 2014 and on the closing of the IPO, the redemption price of the Series B-1 redeemable convertible preferred stock was determined under criterion (b) and was the fair market value per share plus all unpaid accruing dividends. The redemption price for the Series C and D redeemable convertible preferred stock was equal to the greater of (a) 150% of the liquidation preference of such series; or, (b) the fair market value per share as determined by an appraisal, plus all declared or accrued but unpaid accruing dividends. At December 31, 2013 and 2014 and on the closing of the IPO, the redemption value for Series C and D redeemable convertible preferred stock was determined under criterion (a) and is 150% of the liquidation preference for the Series C and D redeemable convertible preferred stock. MSF and MEDC Redemption Rights Prior to the closing of the IPO, the Company was required to redeem certain shares of its Series B, B-1, and C redeemable convertible preferred stock held by MSF and the Michigan Economic Development Corporation (MEDC) upon the occurrence of a deemed triggering event. If a triggering event occurred, MSF and MEDC both had the option to elect for the Company to redeem their shares in cash for a period of 60 days after the occurrence of the triggering event for the shares of Series B redeemable convertible preferred stock and a period of 120 days after the triggering event occurs for the shares of Series B-1 and C redeemable convertible preferred stock. The option expired if not exercised within the given timeframe. If a triggering event had occurred and the option to redeem the respective shares of Series B, B-1 and C redeemable convertible preferred stock had been exercised by both MSF and MEDC at December 31, 2014, the cash redemption amount of the respective shares would have amounted to $5.4 million. On April 1, 2015, the Company notified MSF and MEDC that a triggering event had occurred. On June 11, 2015, the Company and the Michigan Strategic Fund (MSF) and the Michigan Economic Development Corporation (MEDC) entered into an amendment to equity conversion agreements previously entered into by the parties. The amendment modified the terms of the equity conversion agreements that permit the MSF and MEDC to require the Company to repurchase shares of their preferred stock in certain circumstances, referred to as “put options.” The modification to the put options (i) suspended the exercisability of the put options during the period prior to and through the completion of the IPO and (ii) further provided that the put options would expire upon the completion of the IPO. However, in the event the IPO had not been completed by December 31, 2015 or was abandoned by the Company prior to that date, the MSF and MEDC would have the right to exercise the put options for a period of 120 days following the earlier to occur of such dates. |
Preferred Stock Warrants
Preferred Stock Warrants | 12 Months Ended |
Dec. 31, 2015 | |
Text Block [Abstract] | |
Preferred Stock Warrants | 10. Preferred Stock Warrants The Company classified its preferred stock warrants as liabilities on the accompanying consolidated balance sheets. During the year ended December 31, 2015, $19.3 million of the fair value of the warrant liability was reclassified to redeemable convertible preferred stock and then into additional paid-in capital in stockholders’ equity (deficit) on conversion of redeemable convertible preferred stock into common stock on the closing of the IPO. The warrants were no longer outstanding at December 31, 2015. The fair value of the warrants was estimated to be $1.8 million as of December 31, 2014. Refer to Note 4 for the valuation technique and assumptions used in estimating the fair value of the warrants. The key terms of the convertible preferred stock are summarized in the following table: Warrants Outstanding Warrants Warrants Exercise Price Expiration Series A preferred stock warrants — 22,914 $ 11.324 Various dates in 2014 Series B preferred stock warrants 10,414 10,414 7.45 July 31, 2018 Series B-1 preferred stock 47,060 47,060 7.45 June 30, 2018 Series B-1 preferred stock 746,295 746,295 2.6075 Various dates in 2016 – 2021 Series C preferred stock warrants 171,566 171,566 5.125 Various dates in 2022 – 2023 Total preferred stock warrants 975,335 998,249 The warrants were immediately exercisable in whole or in part over the term of the warrants. During the year ended December 31, 2015, 31,778 of the Series B-1 warrants were cash exercised at an exercise price of $7.45 per share, 412,508 of the Series B-1 warrants were cash exercised at an exercise price of $2.6075 per share and 37,385 of the Series C warrants were cash exercised at an exercise price of $5.215 per share, resulting in total aggregate cash proceeds to the Company of $1.5 million. On the closing of the Company’s IPO, all of the remaining outstanding preferred stock warrants were net exercised at the IPO price of $17.00 per share, which resulted in 6,499 shares of common stock being issued upon the net exercise of outstanding warrants to purchase 10,414 shares of Series B preferred stock, 291,164 shares of common stock being issued upon the net exercise of outstanding warrants to purchase 349,054 shares of Series B-1 preferred stock and 93,017 shares of common stock being issued upon the net exercise of outstanding warrants to purchase 134,180 shares of Series C preferred stock. During the years ended December 31, 2014 and 2013, no warrants were exercised. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | 11. Stock-Based Compensation In the accompanying consolidated statement of operations, the Company recognized stock-based compensation expense for its employees and non-employees as follows: Year Ended December 31, 2015 2014 2013 (in thousands) Research and development $ 1,846 $ 65 $ 5 General and administrative 1,340 237 17 Total stock-based compensation $ 3,186 $ 302 $ 22 Determination of Fair Value The estimated grant-date fair value of all the Company’s stock-based awards was calculated using the Black-Scholes option pricing model, based on the following assumptions: Year Ended December 31, 2015 2014 2013 Expected term (in years) 5.2 – 10.0 5.0 – 6.0 5.0 – 6.0 Expected volatility 75 – 84 % 81 – 83 % 79 – 82 % Risk-free interest rate 1.5 – 2.4 % 1.5 – 1.8 % 0.7 – 1.6 % Expected dividend rate — % — % — % The fair value of each stock option grant was determined by the Company using the methods and assumptions discussed below. Each of these inputs is subjective and generally requires significant judgment and estimation by management. Expected Term— Expected Volatility— Risk-Free Interest Rate— Expected Dividend Rate— Forfeiture Rate— Fair Value of Common Stock— Equity Incentive Plans 2015 Plan The 2015 Equity Incentive Plan (2015 Plan) became effective on July 14, 2015. Under the 2015 Plan, 3,400,000 shares of common stock were initially reserved for issuance pursuant to a variety of stock-based compensation awards, including stock options, restricted stock awards, stock appreciation rights, restricted stock units, performance awards, cash awards and stock bonuses. In addition, 365,535 shares that had been available for future awards under the 2008 Plan as of July 14, 2015, were added to the initial reserve available under the 2015 Plan, bringing the total number of shares reserved for issuance under the 2015 Plan upon its effective date to 3,765,535 shares. The number of shares initially reserved for issuance under the 2015 Plan will increase automatically on January 1 of each calendar year 2016 through 2025 by the number of shares equal to 4% of the total outstanding shares of the Company’s common stock as of the immediately preceding December 31. The Company’s Board of Directors or Compensation Committee may reduce the amount of the increase in any particular year. The exercise price of each stock-based award issued under the 2015 Plan is required to be no less than the fair value of the Company’s capital stock. The vesting and exercise provisions of options or restricted awards granted are determined individually with each grant. Stock options have a 10-year life and expire if not exercised within that period or if not exercised within three months of cessation of employment with the Company or such longer period of time as specified in the option agreement. 2008 Plan The Company granted options under the 2008 Stock Plan (2008 Plan) until July 2015 when it was terminated as to future awards, although it continues to govern the terms of options that remain outstanding under the 2008 Plan. The 2008 Plan provided for the granting of Incentive Stock Options (ISO), nonqualified stock options and stock purchase rights. In connection with the Board of Directors approval of the 2015 Plan, all remaining shares available for future award under the 2008 Plan were transferred to the 2015 Plan, and the 2008 Plan was terminated. 2005 Stock Plan As of December 31, 2015, there were 940 awards issued and outstanding under the Company’s 2005 Plan (the “2005 Plan”). The terms of the 2005 Plan are similar to those of the 2008 Plan. On August 20, 2008, the board of directors canceled all shares available under the 2005 Plan with the intention to not issue any more shares under the plan. A summary of activity under the 2005 Plan, 2008 Plan and 2015 Plan and related information is as follows: Options Outstanding Non-Vested Stock Shares Available for Grant Number of Shares Weighted- Weighted- Aggregate Intrinsic (in thousands) Number of Weighted- Outstanding—December 31, 2012 555,135 271,276 $ 0.32 7.66 $ — 404 $ 0.30 Awards authorized 520,134 Options granted (403,759 ) 403,759 0.37 Non-vested stock granted (35,353 ) — 35,353 0.29 Options exercised — (91,272 ) 0.27 Non-vested stock vested — — (35,757 ) 0.29 Options cancelled 1,611 (1,611 ) 0.26 Outstanding—December 31, 2013 637,768 582,152 0.37 8.63 48 — — Awards authorized 3,221,477 Options granted (2,309,681 ) 2,309,681 0.93 Options exercised — (752,698 ) 0.54 Options cancelled 537 (1,039 ) 2.08 Outstanding—December 31, 2014 1,550,101 2,138,096 0.91 9.29 3,153 — — Awards authorized 3,400,000 Options granted (1,471,664 ) 1,471,664 8.06 Options exercised — (41,505 ) 0.76 Options cancelled 45,442 (45,442 ) 7.76 Outstanding—December 31, 2015 3,523,879 3,522,813 $ 3.81 8.78 $ 40,425 — — Exercisable—December 31, 2015 2,152,742 $ 1.04 8.35 $ 30,140 Vested and expected to vest—December 31, 2015 3,417,287 $ 3.74 8.77 $ 39,437 The weighted-average grant date fair values of options granted during the years ended December 31, 2015, 2014 and 2013 was $10.51, $0.67 and $0.15 per share. The aggregate intrinsic value of options exercised was $0.2 million, $1.4 million and $0 for the years ended December 31, 2015, 2014 and 2013. The total grant date fair value of options vested for the years ended December 31, 2015, 2014 and 2013 was $1.4 million, $0.2 million and $18,000. The aggregate intrinsic value totaled $0 for options outstanding at December 31, 2012 because the exercise price of the options was greater than the fair market value of the options for this date. As of December 31, 2015, total unrecognized stock-based compensation related to unvested stock options was $13.0 million, net of estimated forfeitures, which the Company expects to recognize over a remaining weighted-average period of 3.3 years. Certain stock options are subject to occurrence of a performance condition. Performance-Based Stock Option Grant During the year ended December 31, 2014, the Company granted options to purchase 217,305 shares of common stock to an executive officer which contains both performance-based and service-based vesting criteria. Stock-based compensation associated with these performance-based stock options is recognized if the performance condition is achieved. Management concluded that the performance-based milestone was not probable of achievement as of December 31, 2014. As such, no stock-based compensation was recorded during the year ended December 31, 2014 related to these options. If the performance condition had been achieved at December 31, 2014, the Company would have recorded $17,000 in additional stock-based compensation related to these stock options. On January 24, 2015, the Company amended the terms of the performance-based stock options to extend the date of the performance-based milestone. Upon the completion of the IPO in July 2015, the performance-based criteria of the stock options was achieved and the Company recorded additional stock-based compensation of $0.2 million during the year ended December 31, 2015. Liability for Early Exercise of Stock Options The 2008 Plan allows for the granting of options that may be exercised before the options have vested. In December 2014, an executive officer early exercised 103,252 stock options. In February 2015, an executive officer early exercised 13,422 stock options. On early exercise, the awards became subject to a restricted stock agreement. The shares of restricted stock granted upon early exercise of the options are subject to the same vesting provisions as the original stock option awards. Shares issued as a result of early exercise that have not vested are subject to repurchase by the Company upon termination of the purchaser’s employment or services, at the price paid by the purchaser, and are not deemed to be issued for accounting purposes until those related shares vest. The liability is reclassified into common stock and additional paid-in capital as the shares vest and the repurchase right lapses. Accordingly, the Company has recorded the unvested portion of the exercise proceeds of $23,000 as a current liability as of December 31, 2015 and $0.1 million as a long term liability as of December 31, 2014 from the early exercise in the accompanying consolidated balance sheet. As of December 31, 2015 and 2014, 23,554 and 103,252 shares held by the employees remain unvested and subject to repurchase. 2015 Employee Stock Purchase Plan The Company adopted the 2015 Employee Stock Purchase Plan (ESPP) and initially reserved 700,000 shares of common stock as of its effective date of July 15, 2015. The number of shares initially reserved for issuance under the ESPP will increase automatically on January 1 for nine years from the first offering date by the number of shares equal to 1% of the total outstanding shares of the Company’s common stock as of the immediately preceding December 31. The aggregate number of shares issued over the term of the 2015 Employee Stock Purchase Plan will not exceed 3,400,000 shares of common stock. Under the ESPP, participants are offered the options to purchase shares of Company’s common stock at a 15% discount during a series of discrete offering periods, subject to any plan limitations. The ESPP will not become effective until such time as the Compensation Committee determines in the future, and as of December 31, 2015, the initial offering periods had not commenced. As of December 31, 2015, no shares of common stock have been issued to employees participating in the ESPP and 700,000 shares were available for issuance under the ESPP. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. Income Taxes The geographical breakdown of loss before provision for income taxes is as follows: Year Ended December 31, 2015 2014 2013 (in thousands) United States $ (53,376 ) $ (23,872 ) $ (6,832 ) International 171 1 — Loss before provision for income taxes $ (53,205 ) $ (23,871 ) $ (6,832 ) The components of the provision for income taxes are as follows: Year Ended December 31, 2015 2014 2013 (in thousands) Current tax provision: Federal $ — $ — $ — State — — — Foreign 59 4 — Total current tax provision 59 4 — Deferred tax provision (benefit): Foreign (4 ) (2 ) — Total deferred tax provision (benefit) $ (4 ) $ (2 ) $ — Total provision for income taxes $ 55 $ 2 $ — The reconciliation between income taxes computed at the federal statutory income tax rate and the provision for income taxes is as follows: Year Ended December 31, 2015 2014 2013 (in thousands) Federal statutory rate 34.0 % 34.0 % 34.0 % Effect of: Change in valuation allowance (27.8 ) (37.3 ) (23.1 ) Federal tax credit 2.6 1.8 1.8 State income tax benefit, net of federal benefit 2.9 4.0 2.2 Conversion costs — — (13.5 ) Change in fair value of preferred stock warrants (11.1 ) (2.0 ) (1.1 ) Other permanent items (0.7 ) (0.5 ) (0.3 ) Total provision for income taxes (0.1 )% — % — % The components of the deferred tax assets are as follows: December 31, 2015 2014 (in thousands) Deferred tax assets: Net operating loss carryforwards $ 21,482 $ 8,941 Research and development credits 1,923 649 License fee 3,413 3,880 Other 1,649 177 Gross deferred tax assets 28,467 13,647 Valuation allowance (28,448 ) (13,645 ) Total deferred tax assets 19 2 Deferred tax liabilities: Other 10 — Total deferred tax liabilities 10 — Total net deferred tax assets $ 9 $ 2 Recognition of deferred tax assets is appropriate when realization of these assets is more likely than not. Based upon the weight of available evidence, which includes historical operating performance and the recorded cumulative net losses in prior fiscal periods, the Company recorded a full valuation allowance of $28.4 million and $13.6 million against the net U.S. deferred tax assets as of December 31, 2015 and 2014. The net valuation allowance increased by $14.8 million for the year ended December 31, 2015 and increased by $8.9 million for the year ended December 31, 2014. Management assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets. Based on the weight of all evidence, including a history of operating losses and the Company’s ability to generate future taxable income to realize the assets, management has determined that it is more likely than not that the deferred tax assets will not be realized. As a result of certain realization requirements of Accounting Standards Codification (ASC) 718, Compensation—Stock Compensation As of December 31, 2015, the Company has federal operating loss carryforwards of $57.0 million and state operating loss carryforwards of $54.5 million, expiring in years ranging from 2021 to 2035. The Company also had net tax credit carryforwards of $1.9 million available to reduce future tax liabilities, if any, for federal tax purposes. The net tax credit carryforwards begin to expire in 2031. Future utilization of the Company’s net operating loss and research and development credits carryforwards to offset future taxable income are subject to an annual limitation, pursuant to Internal Revenue Code (IRC) Sections 382 and 383, as a result of ownership changes that have occurred. Uncertain Tax Positions The activity related to the gross amount of unrecognized tax benefits is as follows: Year Ended 2015 2014 (in thousands) Beginning balance $ 162 $ 58 Increases based on tax positions related to prior years — — Decreases based on tax positions related to prior years (77 ) — Increases based on tax positions in current year 147 104 Settlement — — Lapse of statute of limitations — — Ending balance $ 232 $ 162 If recognized, gross unrecognized tax benefits would not have an impact on the Company’s effective tax rate due to the Company’s full valuation allowance position. While it is often difficult to predict the final outcome of any particular uncertain tax position, the Company does not believe that the amount of gross unrecognized tax benefits will change significantly in the next twelve months. The Company recognizes interest and penalties related to unrecognized tax benefits in the provision for income taxes in the accompanying consolidated statement of operations. Accrued interest and penalties, if applicable, are included in accrued liabilities in the consolidated balance sheet. For the years ended December 31, 2015 and 2014, the Company did not recognize any accrued interest and penalties. The Company is subject to taxation in the United States, various states, Canada and Australia. Tax years 2012 through 2014 remain open to examination by the United States and various state jurisdictions. The 2014 tax year remains open to examination in Canada. The Company is not currently under examination by the Internal Revenue Service or any other jurisdiction for any year. |
Selected Quarterly Financial Da
Selected Quarterly Financial Data | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Data | 13. Selected Quarterly Financial Data (Unaudited) The following tables present certain selected unaudited consolidated quarterly financial information for each of the eight quarters ended December 31, 2015. This consolidated quarterly information has been prepared on the same basis as the consolidated financial statements and includes all adjustments necessary to state fairly the information for the periods presented. The Selected consolidated quarterly financial results from operations for the years ended December 31, 2015 and 2014 are set forth therein. Net loss per share for all periods presented has been retroactively adjusted to reflect the 7.45-for-1 reverse stock split effected on June 29, 2015. Fiscal 2015 Quarter Ended March 31, June 30, September 30, December 31, (in thousands, except per share amounts) Operating expenses $ 6,737 $ 6,612 $ 11,033 $ 11,446 Net loss $ (8,048 ) $ (15,249 ) $ (18,505 ) $ (11,458 ) Net loss attributable to common stockholders $ (19,053 ) $ (156,129 ) $ (266,544 ) $ (11,458 ) Basic and diluted net loss per share $ (12.83 ) $ (104.10 ) $ (11.03 ) $ (0.38 ) Fiscal 2014 Quarter Ended March 31, June 30, September 30, December 31, (in thousands, except per share amounts) Operating expenses $ 2,320 $ 13,508 $ 3,480 $ 3,270 Net loss $ (2,467 ) $ (13,824 ) $ (3,961 ) $ (3,621 ) Net loss attributable to common stockholders $ (4,909 ) $ (50,657 ) $ (9,552 ) $ (8,604 ) Basic and diluted net loss per share $ (5.77 ) $ (55.04 ) $ (9.37 ) $ (5.85 ) |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (U.S. GAAP). The accompanying consolidated financial statements include the accounts of ProNAi Therapeutics, Inc. and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of consolidated financial statements and the reported amounts of expense during the reporting period. Significant estimates and assumptions made in the accompanying consolidated financial statements include, but are not limited to the fair value of common stock, the fair value of preferred stock, the fair value of preferred stock warrant liabilities, the fair value of stock options, recoverability of the Company’s net deferred tax assets, and related valuation allowance and certain accruals. The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate. Actual results could materially differ from those estimates. |
Foreign Currency | Foreign Currency The functional currency of the Company’s foreign subsidiaries is the U.S. Dollar. Transactions denominated in currencies other than the functional currency are remeasured to the functional currency at the average exchange rate in effect during the period. At the end of each reporting period, monetary assets and liabilities are remeasured to the functional currency using exchange rates in effect at the balance sheet date. Non-monetary assets and liabilities are recorded at historical exchange rates. Gains and losses related to remeasurement are recorded in other income (expense) in the consolidated statements of operations. The net foreign exchange transaction gains (losses) included in other income (expense) in the accompanying consolidated statements of operations was insignificant for the years ended December 31, 2015, 2014 and 2013. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less from the date of purchase to be cash equivalents. Cash and cash equivalents consist primarily of funds invested in readily available checking and savings accounts and highly liquid investments in money market funds. |
Restricted Cash | Restricted Cash Restricted cash represents collateral for a corporate credit card facility and a security deposit required for a facility lease. Restricted cash consists of funds invested in a money market fund. As of December 31, 2015, the current portion of restricted cash of $25,000 was included in prepaid expenses and other current assets and the long-term portion of restricted cash of $0.2 million was included in other assets in the accompanying consolidated balance sheets. |
Investments | Investments The Company determines the appropriate designation of its investments as “trading,” “available-for-sale” or “held-to-maturity” based on management’s intent at the time of purchase and reevaluates such designation at each reporting date. During the years ended December 31, 2015 and 2014, all of the Company’s short-term investments were designated as available-for-sale. Unrealized gains and losses, if any, are reported as a separate component of stockholders’ equity (deficit), except for unrealized losses determined to be other-than-temporary which are recorded in other income (expense) in the accompanying consolidated statements of operations. The Company determines any realized gains or losses on the sale of any investments on a specific identification method and records such gains and losses as a component of other income (expense) in the accompanying consolidated statements of operations. The Company evaluates its short-term investments periodically for possible other-than-temporary impairment. A decline in fair value below the amortized cost of the investment is considered other-than-temporary impairment if the Company has the intent to sell the investment or it is more likely than not that the Company will be required to sell the investment before recovery of the entire amortized cost basis. In those instances, an impairment charge equal to the difference between the fair value and the amortized cost basis is recognized in other income (expense). Regardless of the Company’s intent or requirement to sell an investment, impairment is considered other-than-temporary if the Company does not expect to recover the entire amortized cost basis. Investments with original maturities beyond three months at the date of purchase and which mature at, or less than twelve months from, the balance sheet date are classified as current. Investments with a maturity beyond twelve months from the consolidated balance sheet date are classified as long-term. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that subject the Company to significant concentrations of credit risk consist of cash, cash equivalents, restricted cash and short-term investments. All of the Company’s cash, cash equivalents, restricted cash and short-term investments are held at financial institutions in the United States and Canada that management believes to be of high credit quality. Deposits held in the United States with these financial institutions exceed federally insured limits. The Company’s cash, cash equivalents, restricted cash and short-term investments exceeded federally insured limits by $149.9 million and $39.0 million at December 31, 2015 and 2014, respectively. The primary focus of the Company’s investment strategy is to preserve capital and meet liquidity requirements. The Company’s investment policy addresses the level of credit exposure by limiting the concentration in any one corporate issuer and establishing a minimum allowable credit rating. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s cash and cash equivalents, restricted cash, short-term investments, other current assets, accounts payable, and accrued liabilities approximate their fair value at December 31, 2015 and 2014, due to their short duration. The short-term investment maintains observable inputs, thus the carrying value of this instrument is carried at fair value and unrealized gains and losses, if any, are reported as a separate component of stockholders’ equity (deficit). The Company’s preferred stock warrant liabilities contain unobservable inputs that reflect the Company’s own assumptions in which there is little, if any, market activity at the measurement date, thus the Company’s warrant liabilities were measured at fair value on a recurring basis using unobservable inputs until they were exercised in 2015. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines the fair value of its financial instruments based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: Level 1 Level 2 Level 3 |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, net are stated at cost, less accumulated depreciation and amortization. Depreciation and amortization on property and equipment, excluding leasehold improvements, is computed using the straight-line |
Other Assets | Other Assets Other assets consist primarily of restricted cash pledged as collateral for a corporate credit card facility and a security deposit required for a facility lease. As of December 31, 2014, other assets also included $0.5 million of offering costs, consisting of legal, accounting and filing fees relating to the IPO that were deferred until the completion of the IPO in July 2015, at which time they were reclassified to additional paid-in capital as a reduction of the gross proceeds. |
Preferred Stock Warrant Liabilities | Preferred Stock Warrant Liabilities The Company accounts for its warrants issued in connection with its various financing transactions based upon the characteristics and provisions of the instrument. Warrants classified as derivative liabilities are recorded on the Company’s consolidated balance sheets at their fair value on the date of issuance and remeasured to fair value on each subsequent reporting period, with the changes in fair value recognized as a component of other income (expense), net in the accompanying consolidated statements of operations. On the closing of the IPO on July 21, 2015 (discussed in Note 1), all outstanding warrants were exercised and the liability on the preferred stock warrants was reclassified to additional paid-in capital in stockholders’ equity (deficit) and was no longer subject to remeasurement. |
Research and Development Costs | Research and Development Costs Research and development costs are expensed as incurred. The Company accounts for nonrefundable advance payments for goods and services that will be used in future research and development activities as expenses when the goods have been received or when the service has been performed rather than when the payment is made. Depending on the timing of payments to service providers of research and development costs, the Company recognizes prepaid expenses or accrued expenses related to these costs. These prepaid or accrued expenses are based on management’s estimates of the work performed under service agreements and milestones achieved. Research and development costs include fees incurred in connection with license agreements, compensation and other related costs for employees engaged in research and development, costs associated with preclinical studies and trials, regulatory activities, manufacturing activities to support clinical activities, license fees, fees paid to external service providers that conduct certain research and development, clinical, and manufacturing activities on behalf of the Company and an allocation of overhead expenses. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for share-based payments at fair value, which is measured using the Black-Scholes option-pricing model. For share-based awards that vest subject to the satisfaction of a service requirement, the fair value measurement date for employee stock-based compensation awards is the date of grant and the expense is recognized on a straight line basis, over the vesting period. For share-based awards that vest subject to the satisfaction of a service requirement and a performance component, the fair value measurement date is the date of grant and is recognized over the requisite service period as achievement of the performance objective becomes probable. Stock-based compensation arrangements with nonemployees are recognized at the grant date and remeasured to fair value at each reporting period. The expense is recognized over the vesting period which is generally the service period. |
Income Taxes | Income Taxes The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and the tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Management makes an assessment of the likelihood that the resulting deferred tax assets will be realized. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. Due to the Company’s historical operating performance and the recorded cumulative net losses in prior fiscal periods, the net U.S. deferred tax assets have been offset by a full valuation allowance. The Company recognizes uncertain income tax positions at the largest amount that is more likely than not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Changes in recognition or measurement are reflected in the period in which judgment occurs. The Company’s policy is to recognize interest and penalties related to the underpayment of income taxes as a component of provision for income taxes. |
Segment Information | Segment Information Operating segments are components of an enterprise for which separate financial information is available and is evaluated regularly by the Company’s chief operating decision maker in deciding how to allocate resources and assessing performance. The Company’s chief operating decision maker is its Chief Executive Officer. The Company’s Chief Executive Officer views the Company’s operations and manages its business in one operating segment, which is the business of researching, developing, and commercializing therapies for the treatment of patients with cancer. Accordingly, the Company has a single reporting segment. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In November 2015, the Financial Accounting Standards Board (FASB) issued FASB Accounting Standards Update (ASU) No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of Outstanding Shares of Common Stock Equivalents Excluded from Calculation of Diluted Net Loss Per Share Attributable to Common Stockholders | The following outstanding shares of common stock equivalents were excluded from the calculation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been antidilutive: As of December 31, 2015 2014 2013 Options to purchase common stock 3,522,813 2,138,096 582,152 Common stock subject to repurchase 23,554 103,252 — Convertible preferred stock — 252,817 252,818 Redeemable convertible preferred stock — 17,236,784 5,482,761 Warrants for preferred stock — 976,492 1,002,291 Total potential dilutive shares 3,546,367 20,707,441 7,320,022 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Financial Assets and Liabilities Measured on Recurring Basis | The following table sets forth the fair value of the Company’s financial assets and liabilities measured on a recurring basis by level within the fair value hierarchy: December 31, 2015 Level 1 Level 2 Level 3 Total (in thousands) Financial Assets Money market funds $ 148,604 $ — $ — $ 148,604 Restricted money market funds 225 — — 225 Total financial assets $ 148,829 $ — $ — $ 148,829 December 31, 2014 Level 1 Level 2 Level 3 Total (in thousands) Financial Assets Money market funds $ 27,847 $ — $ — $ 27,847 Restricted money market funds 75 — — 75 Short-term investments — 10,010 — 10,010 Total financial assets $ 27,922 $ 10,010 $ — $ 37,932 Financial Liabilities Preferred stock warrant liabilities $ — $ — $ 1,810 $ 1,810 |
Schedule of Remeasured Preferred Stock Warrants to Fair Value using OPM and/or PWERM Models | At December 31, 2014 and 2013, the Company remeasured the preferred stock warrants to fair value using the OPM and/or the PWERM models with the following assumptions used in the OPM: Year Ended December 31, 2014 2013 Expected term (in years) 1.2 – 2.5 2.5 – 3.1 Expected volatility 69 – 86% 66 – 70% Risk-free interest rate 0.3 – 0.6% 0.4 – 0.7% Expected dividend rate — % — % Discount for lack of marketability 19.5 – 24.3% 23.7% – 25.8% |
Summary of the Changes in the Estimated Fair Value of the Company's Preferred Stock Warrant Liabilities | The following table provides a summary of the changes in the estimated fair value of the Company’s preferred stock warrant liabilities, which were measured at fair value on a recurring basis using unobservable inputs (Level 3) until their exercise (in thousands): Year Ended December 31, 2015 2014 2013 (in thousands) Fair value, beginning balance $ 1,810 $ 430 $ 171 Fair value of preferred stock warrants exercised (19,253 ) — 57 Change in fair value of preferred stock warrants 17,443 1,380 202 Fair value, ending balance $ — $ 1,810 $ 430 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Cash and Cash Equivalents | Cash and cash equivalents consist of the following: December 31, 2015 2014 (in thousands) Cash $ 1,576 $ 1,307 Cash equivalents: Money market accounts 148,604 27,847 Total cash and cash equivalents $ 150,180 $ 29,154 |
Summary of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consist of the following: December 31, 2015 2014 (in thousands) Prepaid research and development project costs $ 878 $ 515 Prepaid insurance 480 23 Other 315 23 Total prepaid expenses and other current assets $ 1,673 $ 561 |
Summary of Property and Equipment, Net | Property and equipment, net consists of the following: December 31, 2015 2014 (in thousands) Computer equipment $ 242 $ 56 Software 126 9 Lab equipment 236 163 Leasehold improvements 84 — Property and equipment, gross 688 228 Less: accumulated depreciation (122 ) (14 ) Total property and equipment, net $ 566 $ 214 |
Summary of Accrued Liabilities | Accrued liabilities consist of the following: December 31, 2015 2014 (in thousands) Accrued research and development costs $ 4,318 $ 526 Accrued employee related costs 1,529 759 Accrued professional fees 933 140 Other 236 48 Total accrued liabilities $ 7,016 $ 1,473 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Aggregate Future Non-Cancelable Minimum Lease Payments | As of December 31, 2015, the aggregate future non-cancelable minimum lease payments associated with this office space operating lease are as follows: Years Ending December 31: Operating (in thousands) 2016 $ 290 2017 290 2018 48 Total $ 628 |
Common Stock Reserved for Iss27
Common Stock Reserved for Issuance (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Schedule of Common Stock Reserved for Issuance | The Company is required to reserve and keep available out of its authorized but unissued shares of common stock a number of shares sufficient to effect the conversion of all outstanding shares of preferred stock (and preferred stock warrants), plus options granted and available for grant under the incentive plans and shares reserved for issuance under the employee stock purchase plan. December 31, 2015 2014 Conversion of outstanding Series A convertible preferred stock — 252,817 Conversion of outstanding Series B redeemable convertible preferred stock — 1,947,354 Conversion of outstanding Series B-1 redeemable convertible preferred stock — 1,392,300 Conversion of outstanding Series C redeemable convertible preferred stock — 2,487,770 Conversion of outstanding Series D redeemable convertible preferred stock — 11,409,360 Outstanding preferred stock warrants — 976,492 Outstanding stock options 3,522,813 2,138,096 Shares reserved for future option grants 3,523,879 1,550,101 Shares reserved under the 2015 employee stock purchase plan 700,000 — Total common stock reserved for issuance 7,746,692 22,154,290 |
Preferred Stock (Tables)
Preferred Stock (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Components of Convertible and Redeemable Convertible Preferred Stock | The convertible and redeemable convertible preferred stock as of December 31, 2014 consisted of the following: December 31, 2014 Shares Shares and Outstanding Net Liquidation Price Per Aggregate Redemption (in thousands, except share and per share data) Convertible Preferred Stock: Series A 1,843,894 224,564 $ 2,543 $ 11.324 $ 2,543 $ — Redeemable Convertible Preferred Stock: Series B 13,134,880 1,752,634 $ 19,504 $ 12.268 $ 21,502 $ 19,504 Series B-1 16,122,618 1,392,300 6,979 3.656 5,091 6,979 Series C 19,812,349 2,487,770 21,052 5.642 14,035 21,052 Series D 85,000,000 11,409,360 94,297 5.510 62,865 94,297 Total redeemable convertible preferred stock 134,069,847 17,042,064 $ 141,832 $ 103,493 $ 141,832 Total preferred stock 135,913,741 17,266,628 $ 144,375 $ 106,036 $ 141,832 |
Change in Redemption Value of Convertible Preferred Stock | The following table sets forth the total adjustment to redemption value of each series of redeemable convertible preferred stock recognized during the following periods: Year Ended December 31, 2015 2014 2013 (in thousands) Redeemable Convertible Preferred Stock Series B $ 46,976 $ 6,447 $ — Series B-1 36,961 2,836 28 Series C 52,832 2,449 5,685 Series D 237,246 38,117 — Total adjustment to redemption value on redeemable convertible preferred stock $ 374,015 $ 49,849 $ 5,713 |
Preferred Stock Warrants (Table
Preferred Stock Warrants (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Text Block [Abstract] | |
Summary of Preferred Stock Warrants | The key terms of the convertible preferred stock are summarized in the following table: Warrants Outstanding Warrants Warrants Exercise Price Expiration Series A preferred stock warrants — 22,914 $ 11.324 Various dates in 2014 Series B preferred stock warrants 10,414 10,414 7.45 July 31, 2018 Series B-1 preferred stock 47,060 47,060 7.45 June 30, 2018 Series B-1 preferred stock 746,295 746,295 2.6075 Various dates in 2016 – 2021 Series C preferred stock warrants 171,566 171,566 5.125 Various dates in 2022 – 2023 Total preferred stock warrants 975,335 998,249 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Stock-based Compensation Expense for Employees and Non-employees | In the accompanying consolidated statement of operations, the Company recognized stock-based compensation expense for its employees and non-employees as follows: Year Ended December 31, 2015 2014 2013 (in thousands) Research and development $ 1,846 $ 65 $ 5 General and administrative 1,340 237 17 Total stock-based compensation $ 3,186 $ 302 $ 22 |
Schedule of Estimated Grant-date Fair Value of Stock-based Awards Using Black-Scholes Option Pricing Model Assumptions | The estimated grant-date fair value of all the Company’s stock-based awards was calculated using the Black-Scholes option pricing model, based on the following assumptions: Year Ended December 31, 2015 2014 2013 Expected term (in years) 5.2 – 10.0 5.0 – 6.0 5.0 – 6.0 Expected volatility 75 – 84 % 81 – 83 % 79 – 82 % Risk-free interest rate 1.5 – 2.4 % 1.5 – 1.8 % 0.7 – 1.6 % Expected dividend rate — % — % — % |
Summary of Stock-Based Compensation Activity | A summary of activity under the 2005 Plan, 2008 Plan and 2015 Plan and related information is as follows: Options Outstanding Non-Vested Stock Shares Available for Grant Number of Shares Weighted- Weighted- Aggregate Intrinsic (in thousands) Number of Weighted- Outstanding—December 31, 2012 555,135 271,276 $ 0.32 7.66 $ — 404 $ 0.30 Awards authorized 520,134 Options granted (403,759 ) 403,759 0.37 Non-vested stock granted (35,353 ) — 35,353 0.29 Options exercised — (91,272 ) 0.27 Non-vested stock vested — — (35,757 ) 0.29 Options cancelled 1,611 (1,611 ) 0.26 Outstanding—December 31, 2013 637,768 582,152 0.37 8.63 48 — — Awards authorized 3,221,477 Options granted (2,309,681 ) 2,309,681 0.93 Options exercised — (752,698 ) 0.54 Options cancelled 537 (1,039 ) 2.08 Outstanding—December 31, 2014 1,550,101 2,138,096 0.91 9.29 3,153 — — Awards authorized 3,400,000 Options granted (1,471,664 ) 1,471,664 8.06 Options exercised — (41,505 ) 0.76 Options cancelled 45,442 (45,442 ) 7.76 Outstanding—December 31, 2015 3,523,879 3,522,813 $ 3.81 8.78 $ 40,425 — — Exercisable—December 31, 2015 2,152,742 $ 1.04 8.35 $ 30,140 Vested and expected to vest—December 31, 2015 3,417,287 $ 3.74 8.77 $ 39,437 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Geographical Breakdown of Loss Before Provision for Income Taxes | The geographical breakdown of loss before provision for income taxes is as follows: Year Ended December 31, 2015 2014 2013 (in thousands) United States $ (53,376 ) $ (23,872 ) $ (6,832 ) International 171 1 — Loss before provision for income taxes $ (53,205 ) $ (23,871 ) $ (6,832 ) |
Components of Provision for Income Taxes | The components of the provision for income taxes are as follows: Year Ended December 31, 2015 2014 2013 (in thousands) Current tax provision: Federal $ — $ — $ — State — — — Foreign 59 4 — Total current tax provision 59 4 — Deferred tax provision (benefit): Foreign (4 ) (2 ) — Total deferred tax provision (benefit) $ (4 ) $ (2 ) $ — Total provision for income taxes $ 55 $ 2 $ — |
Reconciliation Between Income Taxes Computed at the Federal Statutory Income Tax Rate and the Provision for Income Taxes | The reconciliation between income taxes computed at the federal statutory income tax rate and the provision for income taxes is as follows: Year Ended December 31, 2015 2014 2013 (in thousands) Federal statutory rate 34.0 % 34.0 % 34.0 % Effect of: Change in valuation allowance (27.8 ) (37.3 ) (23.1 ) Federal tax credit 2.6 1.8 1.8 State income tax benefit, net of federal benefit 2.9 4.0 2.2 Conversion costs — — (13.5 ) Change in fair value of preferred stock warrants (11.1 ) (2.0 ) (1.1 ) Other permanent items (0.7 ) (0.5 ) (0.3 ) Total provision for income taxes (0.1 )% — % — % |
Components of the Deferred Tax Assets | The components of the deferred tax assets are as follows: December 31, 2015 2014 (in thousands) Deferred tax assets: Net operating loss carryforwards $ 21,482 $ 8,941 Research and development credits 1,923 649 License fee 3,413 3,880 Other 1,649 177 Gross deferred tax assets 28,467 13,647 Valuation allowance (28,448 ) (13,645 ) Total deferred tax assets 19 2 Deferred tax liabilities: Other 10 — Total deferred tax liabilities 10 — Total net deferred tax assets $ 9 $ 2 |
Unrecognized Tax Benefits | The activity related to the gross amount of unrecognized tax benefits is as follows: Year Ended 2015 2014 (in thousands) Beginning balance $ 162 $ 58 Increases based on tax positions related to prior years — — Decreases based on tax positions related to prior years (77 ) — Increases based on tax positions in current year 147 104 Settlement — — Lapse of statute of limitations — — Ending balance $ 232 $ 162 |
Selected Quarterly Financial 32
Selected Quarterly Financial Data (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary of Selected Unaudited Consolidated Quarterly Financial Information | The Selected consolidated quarterly financial results from operations for the years ended December 31, 2015 and 2014 are set forth therein. Net loss per share for all periods presented has been retroactively adjusted to reflect the 7.45-for-1 reverse stock split effected on June 29, 2015. Fiscal 2015 Quarter Ended March 31, June 30, September 30, December 31, (in thousands, except per share amounts) Operating expenses $ 6,737 $ 6,612 $ 11,033 $ 11,446 Net loss $ (8,048 ) $ (15,249 ) $ (18,505 ) $ (11,458 ) Net loss attributable to common stockholders $ (19,053 ) $ (156,129 ) $ (266,544 ) $ (11,458 ) Basic and diluted net loss per share $ (12.83 ) $ (104.10 ) $ (11.03 ) $ (0.38 ) Fiscal 2014 Quarter Ended March 31, June 30, September 30, December 31, (in thousands, except per share amounts) Operating expenses $ 2,320 $ 13,508 $ 3,480 $ 3,270 Net loss $ (2,467 ) $ (13,824 ) $ (3,961 ) $ (3,621 ) Net loss attributable to common stockholders $ (4,909 ) $ (50,657 ) $ (9,552 ) $ (8,604 ) Basic and diluted net loss per share $ (5.77 ) $ (55.04 ) $ (9.37 ) $ (5.85 ) |
The Company and Basis of Pres33
The Company and Basis of Presentation - Additional Information (Detail) $ / shares in Units, $ in Millions | Jul. 21, 2015$ / sharesshares | Jul. 15, 2015USD ($)$ / sharesshares | Jun. 29, 2015 | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014$ / sharesshares |
Class of Stock [Line Items] | |||||
Shares issued, price per share | $ / shares | $ 17 | ||||
Convertible preferred stock, conversion basis | On July 21, 2015, immediately prior to the closing of the IPO, all outstanding shares of convertible and redeemable convertible preferred stock converted into 18,361,953 shares of common stock, including an aggregate of 390,680 shares of common stock that were issued on the net exercise of 493,648 preferred stock warrants at the IPO price of $17.00 per share and an aggregate of 481,671 shares of common stock that were issued on the cash exercise of 481,671 preferred stock warrants. The IPO closed on July 21, 2015. | ||||
Number of common stock shares issued upon exercise of preferred stock warrants | 390,680 | 481,671 | |||
Preferred stock warrants exercised | 493,648 | ||||
Capital stock, authorized | 510,000,000 | ||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | 180,000,000 | ||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |||
Preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | |||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||
Reverse stock split, description | 7.45-to-1 | ||||
Reverse Stock Split, Conversion Ratio | 7.45 | ||||
Reverse stock split, effective date | Jul. 2, 2015 | ||||
Series B and B-1 Redeemable Convertible Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Cumulative dividends | $ | $ 5.5 | ||||
Series C and D Redeemable Convertible Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Issuable common stock to redeemable convertible preferred stockholders | 750,946 | ||||
Common Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Stock issued, shares | 9,315,000 | ||||
Redeemable convertible preferred stock converted into common stock | 18,361,953 | ||||
Cash Exercise [Member] | |||||
Class of Stock [Line Items] | |||||
Number of common stock shares issued upon exercise of preferred stock warrants | 481,671 | ||||
Preferred stock warrants exercised | 481,671 | ||||
Initial Public Offering [Member] | |||||
Class of Stock [Line Items] | |||||
Stock issued, shares | 9,315,000 | ||||
Shares issued, price per share | $ / shares | $ 17 | ||||
Proceeds from issuance of common stock, net | $ | $ 143.6 |
Summary of Significant Accoun34
Summary of Significant Accounting Policies - Additional Information (Detail) | 12 Months Ended | |
Dec. 31, 2015USD ($)Segment | Dec. 31, 2014USD ($) | |
Summary Of Significant Accounting Policy [Line Items] | ||
Deposits in excess of federally-insured limits | $ 149,900,000 | $ 39,000,000 |
Deferred offering costs | $ 500,000 | |
Number of operating segment | Segment | 1 | |
Minimum [Member] | Property Plant And Equipment Other Than Leasehold Improvement[Member] | ||
Summary Of Significant Accounting Policy [Line Items] | ||
Estimated useful lives of assets | 3 years | |
Maximum [Member] | Property Plant And Equipment Other Than Leasehold Improvement[Member] | ||
Summary Of Significant Accounting Policy [Line Items] | ||
Estimated useful lives of assets | 5 years | |
Other Assets [Member] | ||
Summary Of Significant Accounting Policy [Line Items] | ||
Long-term portion of restricted cash | $ 200,000 | |
Prepaid Expenses and Other Current Assets [Member] | ||
Summary Of Significant Accounting Policy [Line Items] | ||
Current portion of restricted cash | $ 25,000 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Outstanding Shares of Common Stock Equivalents Excluded from Calculation of Diluted Net Loss Per Share Attributable to Common Stockholders (Detail) - shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total potential dilutive shares | 3,546,367 | 20,707,441 | 7,320,022 |
Convertible Preferred Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total potential dilutive shares | 252,817 | 252,818 | |
Redeemable Convertible Preferred Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total potential dilutive shares | 17,236,784 | 5,482,761 | |
Options to Purchase Common Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total potential dilutive shares | 3,522,813 | 2,138,096 | 582,152 |
Common Stock Subject to Repurchase [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total potential dilutive shares | 23,554 | 103,252 | |
Warrants for Preferred Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total potential dilutive shares | 976,492 | 1,002,291 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value Financial Assets and Liabilities Measured on Recurring Basis (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Financial Assets | ||
Total financial assets | $ 148,829 | $ 37,932 |
Preferred Stock Warrant Liabilities [Member] | ||
Financial Liabilities | ||
Total financial Liabilities | 1,810 | |
Money Market Funds [Member] | ||
Financial Assets | ||
Total financial assets | 148,604 | 27,847 |
Restricted Money Market Funds [Member] | ||
Financial Assets | ||
Total financial assets | 225 | 75 |
Short-Term Investments [Member] | ||
Financial Assets | ||
Total financial assets | 10,010 | |
Level 1 [Member] | ||
Financial Assets | ||
Total financial assets | 148,829 | 27,922 |
Level 1 [Member] | Money Market Funds [Member] | ||
Financial Assets | ||
Total financial assets | 148,604 | 27,847 |
Level 1 [Member] | Restricted Money Market Funds [Member] | ||
Financial Assets | ||
Total financial assets | $ 225 | 75 |
Level 2 [Member] | ||
Financial Assets | ||
Total financial assets | 10,010 | |
Level 2 [Member] | Short-Term Investments [Member] | ||
Financial Assets | ||
Total financial assets | 10,010 | |
Level 3 [Member] | Preferred Stock Warrant Liabilities [Member] | ||
Financial Liabilities | ||
Total financial Liabilities | $ 1,810 |
Fair Value Measurements - Sch37
Fair Value Measurements - Schedule of Remeasured Preferred Stock Warrants to Fair Value using OPM and/or PWERM Models (Detail) - Outstanding Preferred Stock Warrants [Member] | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Minimum [Member] | ||
Class of Stock [Line Items] | ||
Expected term (in years) | 1 year 2 months 12 days | 2 years 6 months |
Expected volatility | 69.00% | 66.00% |
Risk-free interest rate | 0.30% | 0.40% |
Expected dividend rate | 0.00% | 0.00% |
Discount for lack of marketability | 19.50% | 23.70% |
Maximum [Member] | ||
Class of Stock [Line Items] | ||
Expected term (in years) | 2 years 6 months | 3 years 1 month 6 days |
Expected volatility | 86.00% | 70.00% |
Risk-free interest rate | 0.60% | 0.70% |
Expected dividend rate | 0.00% | 0.00% |
Discount for lack of marketability | 24.30% | 25.80% |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Transfer of assets from level 1 to 2 | $ 0 | |
Transfer of assets from level 2 to 1 | $ 10,000,000 | 0 |
Transfer of liabilities from level 1 to 2 | 0 | |
Transfer of liabilities from level 2 to 1 | 0 | 0 |
Transfer of assets into level 3 | 0 | 0 |
Transfer of assets out of level 3 | 0 | 0 |
Transfer of liabilities into level 3 | 0 | 0 |
Transfer of liabilities out of level 3 | 0 | 0 |
Realized gain (loss) on financial assets | $ 0 | |
Other Income (Expense) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Recognized other-than-temporary impairment loss | $ 10,000 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Warrant Liabilities Measured at Fair Value on Recurring Basis Using Unobservable Inputs (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Fair Value Disclosures [Abstract] | |||
Fair value, beginning balance | $ 1,810 | $ 430 | $ 171 |
Fair value of preferred stock warrants exercised | (19,253) | 57 | |
Change in fair value of preferred stock warrants | $ 17,443 | 1,380 | 202 |
Fair value, ending balance | $ 1,810 | $ 430 |
Balance Sheet Components - Summ
Balance Sheet Components - Summary of Cash and Cash Equivalents (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Cash and Cash Equivalents [Abstract] | ||||
Cash | $ 1,576 | $ 1,307 | ||
Cash equivalents: | ||||
Money market accounts | 148,604 | 27,847 | ||
Total cash and cash equivalents | $ 150,180 | $ 29,154 | $ 2,429 | $ 1,314 |
Balance Sheet Components - Su41
Balance Sheet Components - Summary of Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid research and development project costs | $ 878 | $ 515 |
Prepaid insurance | 480 | 23 |
Other | 315 | 23 |
Total prepaid expenses and other current assets | $ 1,673 | $ 561 |
Balance Sheet Components - Su42
Balance Sheet Components - Summary of Property and Equipment, Net (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 688 | $ 228 |
Less: accumulated depreciation | (122) | (14) |
Total property and equipment, net | 566 | 214 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 242 | 56 |
Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 126 | 9 |
Lab Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 236 | $ 163 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 84 |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation and amortization related to property and equipment | $ 111 | $ 12 | $ 1 |
Balance Sheet Components - Su44
Balance Sheet Components - Summary of Accrued Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Payables and Accruals [Abstract] | ||
Accrued research and development costs | $ 4,318 | $ 526 |
Accrued employee related costs | 1,529 | 759 |
Accrued professional fees | 933 | 140 |
Other | 236 | 48 |
Total accrued liabilities | $ 7,016 | $ 1,473 |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) | Jan. 10, 2014 | Dec. 20, 2013 | Nov. 13, 2012 | Oct. 01, 2012 | Dec. 31, 2015 | Dec. 31, 2013 | Jun. 11, 2015 | Dec. 31, 2012 | Dec. 18, 2012 | Mar. 01, 2012 | Dec. 31, 2007 |
Debt Instrument [Line Items] | |||||||||||
Long-term note payable | $ 400,000 | ||||||||||
Accrued interest | 21,000 | ||||||||||
Debt extinguished | $ 400,000 | ||||||||||
Share price | $ 5.215 | ||||||||||
Convertible promissory notes | 5,000,000 | $ 5,000,000 | |||||||||
Fair value of embedded derivative | $ 800,000 | ||||||||||
Amortized interest expense | 800,000 | ||||||||||
Interest expense related to premium conversion feature | 1,600,000 | ||||||||||
Convertible Notes Payable [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | $ 5,000,000 | $ 3,000,000 | $ 1,000,000 | ||||||||
Interest rate | 8.00% | ||||||||||
Accrued interest | $ 400,000 | ||||||||||
Debt maturity date | Dec. 31, 2013 | Jun. 30, 2013 | |||||||||
Conversion premium percentage | 50.00% | ||||||||||
Converted debt amount | 5,000,000 | ||||||||||
Debt instrument beneficial conversion feature | $ 2,400,000 | ||||||||||
Outstanding borrowings on convertible promissory notes | $ 0 | ||||||||||
Redeemable Convertible Preferred Stock [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Conversion of debt into shares | 82,927 | 1,495,276 | |||||||||
Share price | $ 5.215 | $ 5.125 | |||||||||
Conversion of debt into shares, amount | $ 7,800,000 | ||||||||||
Promissory Note [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | $ 400,000 | ||||||||||
Interest rate | 1.00% | ||||||||||
Principal amount payable period | Payable over 59 months starting January 1, 2013 | ||||||||||
Premium on outstanding note balance in event of default | 7.00% | ||||||||||
Promissory Note [Member] | Amendment [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate | 5.00% | ||||||||||
Principal amount payable period | The Company would be obligated to make payments on the restated principal on January 1, 2015 in monthly equal installments over 48 months if a qualified financing did not occur. |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | 1 Months Ended | 12 Months Ended | |||||||
Jul. 31, 2014USD ($) | Apr. 30, 2014USD ($) | May. 31, 2013USD ($)shares | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Dec. 31, 2012USD ($) | Feb. 28, 2015USD ($) | Feb. 28, 2015CAD | |
Loss Contingencies [Line Items] | |||||||||
Upfront payment paid | $ 300,000 | ||||||||
Payment in cash upon closing of financing | $ 11,000,000 | ||||||||
Minimum financing | 35,000,000 | ||||||||
Milestone payment upon regulatory authority approval | $ 3,000,000 | ||||||||
Manufacturing costs obligation | $ 100,000 | ||||||||
Milestone payment not accrued | $ 3,000,000 | $ 3,000,000 | |||||||
Total rent expense for operating leases | $ 300,000 | $ 100,000 | $ 34,000 | ||||||
Novosom License Agreement [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Shares of common stock issued in settlement of first milestone payment | shares | 283,069 | ||||||||
Fair marker value of common stock issued | $ 100,000 | ||||||||
Operating Lease Agreement To Sublease Office Space [Member] | Vancouver [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Operating lease agreement expiration date | Feb. 27, 2018 | ||||||||
Letter of credit issued | CAD | CAD 50,000 | ||||||||
Collateralized restricted deposit | $ 50,000 | ||||||||
Maximum [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Aggregate milestone payment | $ 14,500,000 |
Commitments and Contingencies47
Commitments and Contingencies - Schedule of Aggregate Future Non-Cancelable Minimum Lease Payments (Detail) $ in Thousands | Dec. 31, 2015USD ($) |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
2,016 | $ 290 |
2,017 | 290 |
2,018 | 48 |
Total | $ 628 |
Common Stock Reserved for Iss48
Common Stock Reserved for Issuance - Schedule of Common Stock Reserved for Issuance (Detail) - shares | Dec. 31, 2015 | Jul. 15, 2015 | Dec. 31, 2014 |
Class of Stock [Line Items] | |||
Total common stock reserved for future issuance | 7,746,692 | 22,154,290 | |
2015 Employee Stock Purchase Plan [Member] | |||
Class of Stock [Line Items] | |||
Total common stock reserved for future issuance | 700,000 | 700,000 | |
Outstanding Preferred Stock Warrants [Member] | |||
Class of Stock [Line Items] | |||
Total common stock reserved for future issuance | 976,492 | ||
Series A Convertible Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Total common stock reserved for future issuance | 252,817 | ||
Series B Redeemable Convertible Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Total common stock reserved for future issuance | 1,947,354 | ||
Series B-1 Redeemable Convertible Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Total common stock reserved for future issuance | 1,392,300 | ||
Series C Redeemable Convertible Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Total common stock reserved for future issuance | 2,487,770 | ||
Series D Redeemable Convertible Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Total common stock reserved for future issuance | 11,409,360 | ||
Outstanding Stock Options [Member] | |||
Class of Stock [Line Items] | |||
Total common stock reserved for future issuance | 3,522,813 | 2,138,096 | |
Shares Reserved For Future Option Grants [Member] | |||
Class of Stock [Line Items] | |||
Total common stock reserved for future issuance | 3,523,879 | 1,550,101 |
Preferred Stock - Additional In
Preferred Stock - Additional Information (Detail) - USD ($) | Jul. 21, 2015 | Jun. 11, 2015 | Apr. 17, 2014 | Jan. 10, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 20, 2013 |
Temporary Equity [Line Items] | ||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||||
Preferred stock, shares outstanding | 0 | 0 | ||||||
Shares issued, price per share | $ 17 | |||||||
Conversion of convertible securities, shares issued, value | $ 2,543,000 | |||||||
Number of shares issued upon exercise of stock warrants | 390,680 | 481,671 | ||||||
Number of convertible preferred stock issued upon exercise of stock warrants | 390,032 | |||||||
Share price | $ 5.215 | |||||||
Preferred stock, voting rights description | Each share of Preferred Stock had a number of votes equal to the number of shares of common stock into which it was convertible. The holders of the Series B and C redeemable convertible preferred stock each had the right to elect one director to the Board. The holders of the Series D redeemable convertible preferred stock had the right to elect two directors to Board. The holders of the common stock and Preferred Stock, voting together on an as-converted basis, elect the three remaining directors. | |||||||
Preferred stock, dividend percent | 8.00% | |||||||
Cumulative unpaid dividends in arrears | $ 14,400,000 | |||||||
Percentage of accrued but unpaid dividends paid in shares | 50.00% | |||||||
Percentage of accrued but unpaid dividends forfeited | 50.00% | |||||||
Cumulative unpaid dividends in arrears | $ 18,900,000 | |||||||
Convertible preferred stock, redemption amount | 5,400,000 | |||||||
Qualified IPO [Member] | If closing occurs on or before April 17, 2015 [Member] | ||||||||
Temporary Equity [Line Items] | ||||||||
Percentage of common stock price over original issue price | 160.00% | |||||||
Share price | $ 8.344 | |||||||
Qualified IPO [Member] | If closing occurs after April 17, 2015 [Member] | ||||||||
Temporary Equity [Line Items] | ||||||||
Percentage of common stock price over original issue price | 200.00% | |||||||
Share price | $ 10.43 | |||||||
Qualified IPO [Member] | Minimum [Member] | ||||||||
Temporary Equity [Line Items] | ||||||||
Proceeds from initial public offering | $ 50,000,000 | |||||||
Series C Redeemable Convertible Preferred Stock [Member] | ||||||||
Temporary Equity [Line Items] | ||||||||
Stock issued, shares | 344,664 | |||||||
Shares issued, price per share | $ 5.215 | |||||||
Issuance of stock and warrants, shares | 261,737 | |||||||
Proceed from issuance of stock | $ 1,400,000 | |||||||
Conversion of convertible securities, shares issued | 82,927 | |||||||
Conversion of convertible securities, shares issued, value | $ 400,000 | |||||||
Number of shares issued upon exercise of stock warrants | 93,017 | 37,385 | ||||||
Number of convertible preferred stock issued upon exercise of stock warrants | 93,017 | |||||||
Convertible preferred stock, original issue price | $ 5.215 | |||||||
Cumulative unpaid dividends in arrears | $ 1,700,000 | $ 1,100,000 | ||||||
Issuable common stock to redeemable convertible preferred stockholders | 161,536 | |||||||
Fair value of common stock to redeemable convertible preferred stockholders | $ 4,400,000 | |||||||
Liquidation Price Per Share | $ 5.642 | |||||||
Percentage of redemption price over liquidation preference | 150.00% | 150.00% | ||||||
Series D Redeemable Convertible Preferred Stock [Member] | ||||||||
Temporary Equity [Line Items] | ||||||||
Stock issued, shares | 11,409,360 | |||||||
Shares issued, price per share | $ 5.215 | |||||||
Proceed from issuance of stock | $ 56,200,000 | |||||||
Redeemable convertible preferred stock, issuance cost | $ 3,300,000 | |||||||
Convertible preferred stock, original issue price | $ 5.215 | |||||||
Cumulative unpaid dividends in arrears | $ 3,400,000 | |||||||
Cumulative unpaid dividends in arrears | $ 6,100,000 | |||||||
Issuable common stock to redeemable convertible preferred stockholders | 589,410 | |||||||
Fair value of common stock to redeemable convertible preferred stockholders | $ 16,000,000 | |||||||
Liquidation Price Per Share | $ 5.510 | |||||||
Percentage of redemption price over liquidation preference | 150.00% | 150.00% | ||||||
Series B-1 Redeemable Convertible Preferred Stock [Member] | ||||||||
Temporary Equity [Line Items] | ||||||||
Number of shares issued upon exercise of stock warrants | 291,164 | 444,286 | ||||||
Number of convertible preferred stock issued upon exercise of stock warrants | 291,165 | |||||||
Convertible preferred stock, original issue price | $ 2.6075 | |||||||
Cumulative unpaid dividends in arrears | $ 1,700,000 | $ 1,500,000 | ||||||
Accruing dividends | $ 800,000 | |||||||
Liquidation Price Per Share | $ 3.656 | |||||||
Percentage of redemption price over liquidation preference | 150.00% | 150.00% | 150.00% | |||||
Series B Redeemable Convertible Preferred Stock [Member] | ||||||||
Temporary Equity [Line Items] | ||||||||
Number of shares issued upon exercise of stock warrants | 6,499 | |||||||
Number of convertible preferred stock issued upon exercise of stock warrants | 5,850 | |||||||
Convertible preferred stock, original issue price | $ 7.45 | $ 7.45 | ||||||
Cumulative unpaid dividends in arrears | $ 9,400,000 | $ 8,400,000 | ||||||
Accruing dividends | $ 4,700,000 | |||||||
Liquidation Price Per Share | $ 12.268 | |||||||
Percentage of redemption price over liquidation preference | 150.00% | |||||||
Series B Redeemable Convertible Preferred Stock [Member] | Minimum [Member] | ||||||||
Temporary Equity [Line Items] | ||||||||
Convertible preferred stock, conversion price | $ 6.705 | |||||||
Series A Convertible Preferred Stock [Member] | ||||||||
Temporary Equity [Line Items] | ||||||||
Preferred stock converted into common stock shares | 252,817 | |||||||
Convertible preferred stock, original issue price | 11.324 | |||||||
Preferred stock, dividend rate per share | 0.79268 | |||||||
Liquidation Price Per Share | $ 11.324 | |||||||
Series A Convertible Preferred Stock [Member] | Minimum [Member] | ||||||||
Temporary Equity [Line Items] | ||||||||
Convertible preferred stock, conversion price | $ 10.0575 | |||||||
Redeemable Convertible Preferred Stock [Member] | ||||||||
Temporary Equity [Line Items] | ||||||||
Conversion of convertible securities, shares issued | 82,927 | 1,495,276 | ||||||
Preferred stock converted into common stock shares | 18,109,136 | (17,913,767) | ||||||
Share price | $ 5.215 | $ 5.125 | ||||||
Redeemable Convertible Preferred Stock [Member] | Qualified IPO [Member] | ||||||||
Temporary Equity [Line Items] | ||||||||
Preferred stock, redemption terms | In the event of a qualified IPO, the holders were entitled to 50% of the then accrued but unpaid accruing dividends in cash and the remaining 50% were forfeited. | |||||||
Payment of dividends | $ 7,200,000 | |||||||
Series B and B-1 Redeemable Convertible Preferred Stock [Member] | ||||||||
Temporary Equity [Line Items] | ||||||||
Accruing dividends | $ 5,500,000 | |||||||
Series C and D Redeemable Convertible Preferred Stock [Member] | ||||||||
Temporary Equity [Line Items] | ||||||||
Issuable common stock to redeemable convertible preferred stockholders | 750,946 | |||||||
Fair value of common stock to redeemable convertible preferred stockholders | $ 20,400,000 |
Preferred Stock - Components of
Preferred Stock - Components of Convertible and Redeemable Convertible Preferred Stock (Detail) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Temporary Equity [Line Items] | |||
Shares Authorized | 135,913,741 | ||
Shares Issued | 17,266,628 | ||
Net Carrying Value | $ 144,375 | ||
Aggregate Liquidation Preference | 106,036 | ||
Redemption Value | $ 141,832 | ||
Shares Outstanding | 17,266,628 | ||
Series A Convertible Preferred Stock [Member] | |||
Temporary Equity [Line Items] | |||
Shares Authorized | 1,843,894 | ||
Shares Issued | 224,564 | ||
Net Carrying Value | $ 2,543 | ||
Liquidation Price Per Share | $ 11.324 | ||
Aggregate Liquidation Preference | $ 2,543 | ||
Shares Outstanding | 224,564 | ||
Series B Redeemable Convertible Preferred Stock [Member] | |||
Temporary Equity [Line Items] | |||
Shares Authorized | 13,134,880 | ||
Shares Issued | 1,752,634 | ||
Net Carrying Value | $ 19,504 | ||
Liquidation Price Per Share | $ 12.268 | ||
Aggregate Liquidation Preference | $ 21,502 | ||
Redemption Value | $ 19,504 | ||
Shares Outstanding | 1,752,634 | ||
Series B-1 Redeemable Convertible Preferred Stock [Member] | |||
Temporary Equity [Line Items] | |||
Shares Authorized | 16,122,618 | ||
Shares Issued | 1,392,300 | ||
Net Carrying Value | $ 6,979 | ||
Liquidation Price Per Share | $ 3.656 | ||
Aggregate Liquidation Preference | $ 5,091 | ||
Redemption Value | $ 6,979 | ||
Shares Outstanding | 1,392,300 | ||
Series C Redeemable Convertible Preferred Stock [Member] | |||
Temporary Equity [Line Items] | |||
Shares Authorized | 19,812,349 | ||
Shares Issued | 2,487,770 | ||
Net Carrying Value | $ 21,052 | ||
Liquidation Price Per Share | $ 5.642 | ||
Aggregate Liquidation Preference | $ 14,035 | ||
Redemption Value | $ 21,052 | ||
Shares Outstanding | 2,487,770 | ||
Series D Redeemable Convertible Preferred Stock [Member] | |||
Temporary Equity [Line Items] | |||
Shares Authorized | 85,000,000 | ||
Shares Issued | 11,409,360 | ||
Net Carrying Value | $ 94,297 | ||
Liquidation Price Per Share | $ 5.510 | ||
Aggregate Liquidation Preference | $ 62,865 | ||
Redemption Value | $ 94,297 | ||
Shares Outstanding | 11,409,360 | ||
Redeemable Convertible Preferred Stock [Member] | |||
Temporary Equity [Line Items] | |||
Shares Authorized | 134,069,847 | ||
Shares Issued | 17,042,064 | ||
Net Carrying Value | $ 141,832 | $ 34,005 | $ 17,172 |
Aggregate Liquidation Preference | 103,493 | ||
Redemption Value | $ 141,832 | ||
Shares Outstanding | 17,042,064 | 5,288,040 | 3,144,934 |
Preferred Stock - Change in Red
Preferred Stock - Change in Redemption Value of Convertible Preferred Stock (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Temporary Equity [Line Items] | |||
Adjustment to redemption value | $ 374,015 | $ 49,849 | $ 5,713 |
Series B Redeemable Convertible Preferred Stock [Member] | |||
Temporary Equity [Line Items] | |||
Adjustment to redemption value | 46,976 | 6,447 | |
Series B-1 Redeemable Convertible Preferred Stock [Member] | |||
Temporary Equity [Line Items] | |||
Adjustment to redemption value | 36,961 | 2,836 | 28 |
Series C Redeemable Convertible Preferred Stock [Member] | |||
Temporary Equity [Line Items] | |||
Adjustment to redemption value | 52,832 | 2,449 | 5,685 |
Series D Redeemable Convertible Preferred Stock [Member] | |||
Temporary Equity [Line Items] | |||
Adjustment to redemption value | 237,246 | 38,117 | |
Redeemable Convertible Preferred Stock [Member] | |||
Temporary Equity [Line Items] | |||
Adjustment to redemption value | $ 374,015 | $ 49,849 | $ 5,713 |
Preferred Stock Warrants - Addi
Preferred Stock Warrants - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Jul. 21, 2015 | Dec. 31, 2015 | Dec. 31, 2014 |
Class of Warrant or Right [Line Items] | |||
Fair value of warrant liability reclassified to redeemable convertible preferred stock and additional paid-in capital | $ 19.3 | ||
Estimated fair value of warrant | $ 1.8 | ||
Warrants exercised | 493,648 | ||
Warrants exercise price | $ 17 | ||
Cash proceeds from warrants exercised | $ 1.5 | ||
Number of common stock shares issued upon exercise of preferred stock warrants | 390,680 | 481,671 | |
Series B Redeemable Convertible Preferred Stock [Member] | |||
Class of Warrant or Right [Line Items] | |||
Warrants exercised | 10,414 | ||
Warrants exercise price | $ 7.45 | ||
Number of common stock shares issued upon exercise of preferred stock warrants | 6,499 | ||
Series B-1 Redeemable Convertible Preferred Stock [Member] | |||
Class of Warrant or Right [Line Items] | |||
Warrants exercised | 349,054 | ||
Number of common stock shares issued upon exercise of preferred stock warrants | 291,164 | 444,286 | |
Series C Redeemable Convertible Preferred Stock [Member] | |||
Class of Warrant or Right [Line Items] | |||
Warrants exercised | 134,180 | ||
Warrants exercise price | $ 5.125 | ||
Number of common stock shares issued upon exercise of preferred stock warrants | 93,017 | 37,385 | |
Series B-1 Redeemable Convertible Preferred Stock Cash Exercised at Exercise Price of $7.45 [Member] | |||
Class of Warrant or Right [Line Items] | |||
Warrants exercised | 31,778 | ||
Warrants exercise price | $ 7.45 | ||
Series B-1 Redeemable Convertible Preferred Stock Warrants Cash Exercised at Exercise Price of $2.6075 [Member] | |||
Class of Warrant or Right [Line Items] | |||
Warrants exercised | 412,508 | ||
Warrants exercise price | $ 2.6075 | ||
Series C Redeemable Convertible Preferred Stock Warrants Cash Exercised at Exercise Price of $5.215 [Member] | |||
Class of Warrant or Right [Line Items] | |||
Warrants exercised | 37,385 | ||
Warrants exercise price | $ 5.215 |
Preferred Stock Warrants - Summ
Preferred Stock Warrants - Summary of Convertible Preferred Stock Warrants (Detail) - $ / shares | 12 Months Ended | |||
Dec. 31, 2015 | Jul. 21, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Class of Warrant or Right [Line Items] | ||||
Preferred stock warrants outstanding | 975,335 | 998,249 | ||
Preferred stock warrants exercise price | $ 17 | |||
Series A Convertible Preferred Stock [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Preferred stock warrants outstanding | 22,914 | |||
Preferred stock warrants exercise price | $ 11.324 | |||
Preferred stock warrants expiration date, description | Various dates in 2014 | |||
Series B Redeemable Convertible Preferred Stock [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Preferred stock warrants outstanding | 10,414 | 10,414 | ||
Preferred stock warrants exercise price | $ 7.45 | |||
Preferred stock warrants expiration date | Jul. 31, 2018 | |||
Series C Redeemable Convertible Preferred Stock [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Preferred stock warrants outstanding | 171,566 | 171,566 | ||
Preferred stock warrants exercise price | $ 5.125 | |||
Preferred stock warrants expiration date, description | Various dates in 2022 - 2023 | |||
Series B-1 Redeemable Convertible Preferred Stock Warrants At Exercise Price Of $7.45 [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Preferred stock warrants outstanding | 47,060 | 47,060 | ||
Preferred stock warrants exercise price | $ 7.45 | |||
Preferred stock warrants expiration date | Jun. 30, 2018 | |||
Series B-1 Redeemable Convertible Preferred Stock Warrants At Exercise Price Of $2.6075 [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Preferred stock warrants outstanding | 746,295 | 746,295 | ||
Preferred stock warrants exercise price | $ 2.6075 | |||
Preferred stock warrants expiration date, description | Various dates in 2016 - 2021 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock-based Compensation Expense for Employees and Non-employees (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total stock-based compensation | $ 3,186 | $ 302 | $ 22 |
Research and development [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total stock-based compensation | 1,846 | 65 | 5 |
General and administrative [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total stock-based compensation | $ 1,340 | $ 237 | $ 17 |
Stock-Based Compensation - Sc55
Stock-Based Compensation - Schedule of Estimated Grant-date Fair Value of Stock-based Awards Using Black-Scholes Option Pricing Model Assumptions (Detail) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility, Minimum | 75.00% | 81.00% | 79.00% |
Expected volatility, Maximum | 84.00% | 83.00% | 82.00% |
Risk-free interest rate, Minimum | 1.50% | 1.50% | 0.70% |
Risk-free interest rate, Maximum | 2.40% | 1.80% | 1.60% |
Expected dividend rate | 0.00% | 0.00% | 0.00% |
Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 5 years 2 months 12 days | 5 years | 5 years |
Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 10 years | 6 years | 6 years |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) | Dec. 31, 2015 | Jul. 15, 2015 | Jul. 14, 2015 | Dec. 31, 2014 | Feb. 28, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Expected dividend rate | 0.00% | 0.00% | 0.00% | |||||||
Number of common stock shares reserved for issuance | 7,746,692 | 22,154,290 | 22,154,290 | 7,746,692 | 22,154,290 | |||||
Proceeds from early exercise of stock options of unvested portion | $ 13,000 | $ 100,000 | ||||||||
Performance-Based Stock Option Grant [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock-based compensation | 0 | |||||||||
Stock-based compensation that would have been recorded if performance condition had been achieved | $ 17,000 | $ 17,000 | $ 17,000 | |||||||
Additional stock-based compensation related to stock options | $ 200,000 | |||||||||
Performance-Based Stock Option Grant [Member] | Executive officer [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Granted options to purchase shares of common stock | 217,305 | |||||||||
2008 Plan [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of common stock shares reserved for issuance | 365,535 | |||||||||
Number of shares held by employees subject to repurchase | 23,554 | 103,252 | 103,252 | 23,554 | 103,252 | |||||
2008 Plan [Member] | Executive officer [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock options early exercised | 13,422 | 103,252 | ||||||||
Proceeds from early exercise of stock options of unvested portion | $ 23,000 | $ 100,000 | ||||||||
2015 Employee Stock Purchase Plan [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of common stock shares reserved for issuance | 700,000 | 700,000 | 700,000 | |||||||
Stock option grants description | The number of shares initially reserved for issuance under the ESPP will increase automatically on January 1 for nine years from the first offering date by the number of shares equal to 1% of the total outstanding shares of the Company's common stock as of the immediately preceding December 31. | |||||||||
Percentage threshold of outstanding shares increased annually under the plan | 1.00% | |||||||||
Maximum number of common stock shares allowed to issue under employee stock purchase plan | 3,400,000 | |||||||||
Options to purchase shares of common stock, discount percentage | 15.00% | |||||||||
Number of common stock issued | 0 | |||||||||
2015 Plan [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of common stock shares initially reserved for issuance | 3,400,000 | |||||||||
Number of common stock shares reserved for issuance | 3,765,535 | |||||||||
Stock option grants description | The number of shares initially reserved for issuance under the 2015 Plan will increase automatically on January 1 of each calendar year 2016 through 2025 by the number of shares equal to 4% of the total outstanding shares of the Company's common stock as of the immediately preceding December 31. | |||||||||
Percentage threshold of outstanding shares increased annually under the plan | 4.00% | |||||||||
Stock option life in years | 10 years | |||||||||
2005 Plan, 2008 Plan and 2015 Plan [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Weighted-average grant date fair values of options granted | $ 10.51 | $ 0.67 | $ 0.15 | |||||||
Aggregate intrinsic value of options exercised | $ 200,000 | $ 1,400,000 | $ 0 | |||||||
Total grant date fair value of options vested | 1,400,000 | 200,000 | 18,000 | |||||||
Aggregate intrinsic value of options outstanding | $ 40,425,000 | $ 3,153,000 | $ 3,153,000 | 40,425,000 | $ 3,153,000 | $ 48,000 | $ 0 | |||
Total unrecognized stock-based compensation related to unvested stock options | $ 13,000,000 | $ 13,000,000 | ||||||||
Weighted-average period | 3 years 3 months 18 days | |||||||||
Maximum number of common stock shares allowed to issue under employee stock purchase plan | 3,400,000 | 3,221,477 | 3,221,477 | 3,400,000 | 3,221,477 | 520,134 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock-Based Compensation Activity (Detail) - 2005 Plan, 2008 Plan and 2015 Plan [Member] - USD ($) | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Non-Vested Stock, Number of Shares Outstanding | ||||
Number of Shares Outstanding, Beginning balance | 404 | |||
Number of Shares Outstanding, Non-vested stock granted | 35,353 | |||
Number of Shares Outstanding, Non-vested stock vested | (35,757) | |||
Non-Vested Stock, Number of Shares Outstanding, Ending balance | 404 | |||
Non-Vested Stock, Weighted-Average Grant Date Fair Value Per Share | ||||
Weighted-Average Grant Date Fair Value Per Share, Beginning balance | $ 0.3 | |||
Weighted-Average Grant Date Fair Value Per Share, Non-vested stock granted | 0.29 | |||
Weighted-Average Grant Date Fair Value Per Share, Non-vested stock vested | $ 0.29 | |||
Weighted-Average Grant Date Fair Value Per Share, Ending balance | $ 0.3 | |||
Options Outstanding, Shares Available for Grant | ||||
Shares Available for Grant, Beginning balance | 1,550,101 | 637,768 | 555,135 | |
Shares Available for Grant, Awards authorized | 3,400,000 | 3,221,477 | 520,134 | |
Shares Available for Grant, Granted | (1,471,664) | (2,309,681) | (403,759) | |
Non-vested stock granted | (35,353) | |||
Shares Available for Grant, Exercised | 0 | 0 | 0 | |
Shares Available for Grant, Cancelled | 45,442 | 537 | 1,611 | |
Shares Available for Grant, Ending balance | 3,523,879 | 1,550,101 | 637,768 | 555,135 |
Options Outstanding, Number of Shares Outstanding | ||||
Number of Shares Outstanding, Beginning balance | 2,138,096 | 582,152 | 271,276 | |
Number of Shares Outstanding, Options granted | 1,471,664 | 2,309,681 | 403,759 | |
Number of Shares Outstanding, Options exercised | (41,505) | (752,698) | (91,272) | |
Number of Shares Outstanding, Options cancelled | (45,442) | (1,039) | (1,611) | |
Number of Shares Outstanding, Ending balance | 3,522,813 | 2,138,096 | 582,152 | 271,276 |
Number of Shares Outstanding, Exercisable | 2,152,742 | |||
Number of Shares Outstanding, Vested and expected to vest | 3,417,287 | |||
Options Outstanding, Weighted-Average Exercise Price Per Share | ||||
Weighted-Average Exercise Price Per Share, Beginning balance | $ 0.91 | $ 0.37 | $ 0.32 | |
Weighted-Average Exercise Price Per Share, Options granted | 8.06 | 0.93 | 0.37 | |
Weighted-Average Exercise Price Per Share, Options exercised | 0.76 | 0.54 | 0.27 | |
Weighted-Average Exercise Price Per Share, Options cancelled | 7.76 | 2.08 | 0.26 | |
Weighted-Average Exercise Price Per Share, Ending balance | 3.81 | $ 0.91 | $ 0.37 | $ 0.32 |
Weighted-Average Exercise Price Per Share, Exercisable | 1.04 | |||
Weighted-Average Exercise Price Per Share, Vested and expected to vest | $ 3.74 | |||
Options Outstanding, Weighted-Average Remaining Contractual Term (Years) | ||||
Weighted-Average Remaining Contractual Term (Years) | 8 years 8 months 23 days | 9 years 3 months 15 days | 8 years 7 months 17 days | 7 years 7 months 28 days |
Weighted-Average Remaining Contractual Term (Year), Exercisable | 8 years 4 months 6 days | |||
Weighted-Average Remaining Contractual Term (Year), Vested and expected to vest | 8 years 9 months 7 days | |||
Options Outstanding, Aggregate Intrinsic Value of Outstanding Options | ||||
Aggregate Intrinsic Value of Outstanding Options | $ 40,425,000 | $ 3,153,000 | $ 48,000 | $ 0 |
Aggregate Intrinsic Value of Outstanding Options, Exercisable | 30,140,000 | |||
Aggregate Intrinsic Value of Outstanding Options, Vested and expected to vest | $ 39,437,000 |
Income Taxes - Schedule of Geog
Income Taxes - Schedule of Geographical Breakdown of Loss Before Provision for Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | |||
United States | $ (53,376) | $ (23,872) | $ (6,832) |
International | 171 | 1 | |
Loss before provision for income taxes | $ (53,205) | $ (23,871) | $ (6,832) |
Income Taxes - Components of Pr
Income Taxes - Components of Provision for Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Current tax provision: | |||
Federal | $ 0 | $ 0 | $ 0 |
State | 0 | 0 | $ 0 |
Foreign | 59 | 4 | |
Total current tax provision | 59 | 4 | |
Deferred tax provision (benefit): | |||
Foreign | (4) | (2) | |
Total deferred tax provision (benefit) | (4) | (2) | |
Total provision for income taxes | $ 55 | $ 2 |
Income Taxes - Reconciliation B
Income Taxes - Reconciliation Between Income Taxes Computed at the Federal Statutory Income Tax Rate and the Provision for Income Taxes (Detail) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | |||
Federal statutory rate | 34.00% | 34.00% | 34.00% |
Change in valuation allowance | (27.80%) | (37.30%) | (23.10%) |
Federal tax credit | 2.60% | 1.80% | 1.80% |
State income tax benefit, net of federal benefit | 2.90% | 4.00% | 2.20% |
Conversion costs | (13.50%) | ||
Change in fair value of preferred stock warrants | (11.10%) | (2.00%) | (1.10%) |
Other permanent items | (0.70%) | (0.50%) | (0.30%) |
Total provision for income taxes | (0.10%) |
Income Taxes - Components of De
Income Taxes - Components of Deferred Tax Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 21,482 | $ 8,941 |
Research and development credits | 1,923 | 649 |
License fee | 3,413 | 3,880 |
Other | 1,649 | 177 |
Gross deferred tax assets | 28,467 | 13,647 |
Valuation allowance | (28,448) | (13,645) |
Total deferred tax assets | 19 | 2 |
Deferred tax liabilities: | ||
Other | 10 | |
Total deferred tax liabilities | 10 | |
Total net deferred tax assets | $ 9 | $ 2 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Contingency [Line Items] | ||
Deferred tax assets, valuation allowance | $ 28,448,000 | $ 13,645,000 |
Deferred tax assets, valuation allowance, change in amount | 14,800,000 | 8,900,000 |
Unrecognized deferred tax assets related to stock compensation | 100,000 | |
Deferred tax assets, federal operating loss carry forwards | 57,000,000 | |
Deferred tax assets, state operating loss carry forwards | $ 54,500,000 | |
Operating loss carry forwards, expiry year start | 2,021 | |
Operating loss carry forwards, expiry year end | 2,035 | |
Deferred tax credit carry forwards | $ 1,900,000 | |
Deferred tax credit carry forwards, year begin to expiration | 2,031 | |
Unrecognized tax benefits, accrued interest and penalties | $ 0 | $ 0 |
Earliest Tax Year [Member] | ||
Income Tax Contingency [Line Items] | ||
Open tax year | 2,012 | |
Latest Tax Year [Member] | ||
Income Tax Contingency [Line Items] | ||
Open tax year | 2,014 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
Beginning balance | $ 162 | $ 58 |
Increases based on tax positions related to prior years | 0 | 0 |
Decreases based on tax positions related to prior years | (77) | |
Increases based on tax positions in current year | 147 | 104 |
Settlement | 0 | 0 |
Lapse of statute of limitations | 0 | 0 |
Ending balance | $ 232 | $ 162 |
Selected Quarterly Finanacial D
Selected Quarterly Finanacial Data - Summary of Selected Unaudited Consolidated Quarterly Financial Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Operating expenses | $ 11,446 | $ 11,033 | $ 6,612 | $ 6,737 | $ 3,270 | $ 3,480 | $ 13,508 | $ 2,320 | $ 35,828 | $ 22,578 | $ 4,005 |
Net loss | (11,458) | (18,505) | (15,249) | (8,048) | (3,621) | (3,961) | (13,824) | (2,467) | (53,260) | (23,873) | (6,832) |
Net loss attributable to common stockholders | $ (11,458) | $ (266,544) | $ (156,129) | $ (19,053) | $ (8,604) | $ (9,552) | $ (50,657) | $ (4,909) | $ (453,184) | $ (73,722) | $ (12,545) |
Basic and diluted net loss per share | $ (0.38) | $ (11.03) | $ (104.10) | $ (12.83) | $ (5.85) | $ (9.37) | $ (55.04) | $ (5.77) | $ (31.47) | $ (69.08) | $ (19.18) |