Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | |
Jun. 30, 2014 | Jul. 28, 2014 | |
Document And Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Jun-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q2 | ' |
Trading Symbol | 'CLDN | ' |
Entity Registrant Name | 'CELLADON CORPORATION | ' |
Entity Central Index Key | '0001305253 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 18,534,480 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $13,371 | $7,903 |
Short-term investments | 37,801 | 10,467 |
Prepaid expenses and other assets | 590 | 180 |
Total current assets | 51,762 | 18,550 |
Property and equipment, net | 367 | 308 |
Other assets | 149 | 2,296 |
Total assets | 52,278 | 21,154 |
Current liabilities: | ' | ' |
Accounts payable and accrued expenses | 2,145 | 2,908 |
Accrued clinical expenses | 1,523 | 1,478 |
Accrued interest | ' | 14 |
Convertible notes, net of discount | ' | 1,044 |
Warrant liability | ' | 1,116 |
Total current liabilities | 3,668 | 6,560 |
Non-current liabilities | 46 | 37 |
Commitments and contingencies | ' | ' |
Stockholders' equity (deficit): | ' | ' |
Preferred stock, $0.001 par value; authorized shares - 10,000,000 and none at June 30, 2014 and December 31, 2013, respectively; no shares issued and outstanding | 0 | ' |
Common stock, $0.001 par value; authorized shares - 200,000,000 and 180,000,000 at June 30, 2014 and December 31, 2013, respectively; issued and outstanding - 18,534,480 and 884,179 at June 30, 2014 and December 31, 2013, respectively | 18 | ' |
Additional paid-in capital | 175,268 | 61,593 |
Accumulated other comprehensive income | 18 | 2 |
Deficit accumulated during the development stage | -126,740 | -112,586 |
Total stockholders' equity (deficit) | 48,564 | -50,991 |
Total liabilities, preferred stock and stockholders' equity (deficit) | 52,278 | 21,154 |
Series A-1 redeemable convertible preferred stock [Member] | ' | ' |
Current liabilities: | ' | ' |
Preferred stock, value | 0 | 60,098 |
Convertible preferred stock [Member] | ' | ' |
Current liabilities: | ' | ' |
Preferred stock, value | $0 | $5,450 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | Series A-1 redeemable convertible preferred stock [Member] | Series A-1 redeemable convertible preferred stock [Member] | Convertible preferred stock [Member] | Convertible preferred stock [Member] | ||
Preferred stock, par value | ' | ' | $0.00 | $0.00 | $0.00 | $0.00 |
Preferred stock, shares authorized | ' | ' | 0 | 135,826,497 | 0 | 12,138,080 |
Preferred stock, shares issued | ' | ' | 0 | 127,140,530 | 0 | 12,138,080 |
Preferred stock, shares outstanding | ' | ' | 0 | 127,140,530 | 0 | 12,138,080 |
Preferred stock, liquidation preference | ' | ' | $0 | $114,172 | $0 | $5,450 |
Preferred stock, par value | $0.00 | $0.00 | ' | ' | ' | ' |
Preferred stock, shares authorized | 10,000,000 | 0 | ' | ' | ' | ' |
Preferred stock, shares issued | 0 | 0 | ' | ' | ' | ' |
Preferred stock, shares outstanding | 0 | ' | ' | ' | ' | ' |
Common stock, par value | $0.00 | $0.00 | ' | ' | ' | ' |
Common stock, shares authorized | 200,000,000 | 180,000,000 | ' | ' | ' | ' |
Common stock, shares issued | 18,534,480 | 884,179 | ' | ' | ' | ' |
Common stock, shares outstanding | 18,534,480 | 884,179 | ' | ' | ' | ' |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations and Comprehensive Loss (Unaudited) (USD $) | 3 Months Ended | 6 Months Ended | 162 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 |
Operating expenses: | ' | ' | ' | ' | ' |
Research and development | $4,981 | $4,217 | $10,199 | $7,136 | $102,243 |
General and administrative | 2,024 | 775 | 3,730 | 1,328 | 23,252 |
Total operating expenses | 7,005 | 4,992 | 13,929 | 8,464 | 125,495 |
Loss from operations | -7,005 | -4,992 | -13,929 | -8,464 | -125,495 |
Other income (expense): | ' | ' | ' | ' | ' |
Interest income | 21 | 20 | 29 | 44 | 704 |
Interest expense | ' | ' | -59 | ' | -2,416 |
Other income (expense) | -8 | 43 | -12 | -39 | 562 |
Change in fair value of warrant liability | ' | ' | -183 | ' | -345 |
Consolidated net loss | -6,992 | -4,929 | -14,154 | -8,459 | -126,990 |
Net loss attributable to non-controlling interest | ' | 35 | ' | 96 | 250 |
Net loss attributable to Celladon Corporation | -6,992 | -4,894 | -14,154 | -8,363 | -126,740 |
Accretion to redemption value of redeemable convertible preferred stock | ' | ' | ' | ' | -343 |
Change in fair value of non-controlling interest | ' | -3,044 | ' | -3,105 | -3,259 |
Deemed dividend | ' | ' | ' | ' | -856 |
Net loss attributable to common stockholders | -6,992 | -7,938 | -14,154 | -11,468 | -131,198 |
Other comprehensive income (loss): | ' | ' | ' | ' | ' |
Consolidated net loss | -6,992 | -4,929 | -14,154 | -8,459 | -126,990 |
Unrealized gain (loss) on investments | 18 | -4 | 16 | -7 | 18 |
Comprehensive loss | ($6,974) | ($4,933) | ($14,138) | ($8,466) | ($126,972) |
Net loss per share attributable to common stockholders, basic and diluted | ($0.38) | ($8.98) | ($0.94) | ($12.97) | ' |
Weighted-average shares outstanding, basic and diluted | 18,511,889 | 884,179 | 15,092,098 | 884,179 | ' |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (Unaudited) (USD $) | 6 Months Ended | 162 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 |
Cash flows from operating activities | ' | ' | ' |
Consolidated net loss | ($14,154) | ($8,459) | ($126,990) |
Adjustments to reconcile net loss to net cash used in operating activities | ' | ' | ' |
Depreciation | 60 | 33 | 533 |
Stock-based compensation | 1,267 | 266 | 4,342 |
Forgiveness of notes receivable | ' | ' | 72 |
Noncash interest expense | 59 | ' | 2,309 |
Amortization of investment premium (discount) | 49 | 171 | 428 |
Change in fair value of warrant liability | 183 | ' | 345 |
Loss on disposal of property and equipment | ' | ' | 92 |
Other items, net | 22 | 20 | 67 |
Changes in operating assets and liabilities: | ' | ' | ' |
Prepaid expenses and other assets | -546 | -16 | -738 |
Accounts payable and accrued expenses | 11 | 637 | 3,632 |
Net cash used in operating activities | -13,049 | -7,348 | -115,908 |
Cash flows from investing activities | ' | ' | ' |
Purchases of investment securities | -38,067 | -14,366 | -82,678 |
Proceeds from maturities of investment securities | 10,700 | 16,200 | 44,467 |
Purchases of property and equipment | -270 | -8 | -1,036 |
Proceeds from sale of property and equipment | ' | ' | 59 |
Net cash provided by (used in) investing activities | -27,637 | 1,826 | -39,188 |
Cash flows from financing activities | ' | ' | ' |
Proceeds from issuance of common stock | 50,804 | ' | 50,910 |
Initial public offering costs | -4,650 | ' | -6,343 |
Proceeds from issuance of preferred stock, net | ' | ' | 105,822 |
Proceeds from issuance of exchangeable shares | ' | ' | 4,814 |
Proceeds from issuance of convertible debt | ' | ' | 13,447 |
Repayment of convertible debt | ' | ' | -111 |
Proceeds from equipment loan | ' | ' | 175 |
Repayment of equipment loan | ' | ' | -175 |
Issuance of notes receivable | ' | ' | -72 |
Net cash provided by financing activities | 46,154 | ' | 168,467 |
Net increase (decrease) in cash and cash equivalents | 5,468 | -5,522 | 13,371 |
Cash and cash equivalents, beginning of period | 7,903 | 13,841 | ' |
Cash and cash equivalents, end of period | $13,371 | $8,319 | $13,371 |
Basis_of_Presentation_Organiza
Basis of Presentation, Organization and Summary of Significant Accounting Policies | 6 Months Ended | ||||||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||||||
Basis of Presentation, Organization and Summary of Significant Accounting Policies | ' | ||||||||||||||||||||
1. Basis of Presentation, Organization and Summary of Significant Accounting Policies | |||||||||||||||||||||
Basis of Presentation | |||||||||||||||||||||
The accompanying unaudited consolidated financial statements of Celladon Corporation (Celladon or the Company) should be read in conjunction with the audited financial statements and notes thereto as of and for the year ended December 31, 2013 included in the Company’s Annual Report on Form 10-K (Annual Report) filed with the Securities and Exchange Commission (SEC). The accompanying financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, since they are interim statements, the accompanying financial statements do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, the accompanying financial statements reflect all adjustments (consisting of normal recurring adjustments) that are necessary for a fair statement of the financial position, results of operations and cash flows for the interim periods presented. Interim results are not necessarily indicative of results for a full year. The preparation of the Company’s consolidated financial statements requires it to make estimates and assumptions that impact the reported amounts of assets, liabilities and expenses and the disclosure of contingent assets and liabilities in the Company’s consolidated financial statements and accompanying notes. The most significant estimates in the Company’s consolidated financial statements relate to the fair value of equity awards and clinical trial expense accruals. Although these estimates are based on the Company’s knowledge of current events and actions it may undertake in the future, actual results may ultimately materially differ from these estimates and assumptions. | |||||||||||||||||||||
Organization | |||||||||||||||||||||
Celladon was incorporated in California on December 21, 2000 (inception) and reincorporated in Delaware in April 2012. The Company is a biotechnology company focused on developing treatments for heart failure, diabetes and neurodegenerative diseases. Celladon’s lead product candidate targets SERCA2a, an enzyme that becomes deficient in patients with heart failure. | |||||||||||||||||||||
As of June 30, 2014, the Company has devoted substantially all of its efforts to product development, raising capital and building infrastructure and has not generated revenues from its planned principal operations. Accordingly, the Company is considered to be in the development stage. | |||||||||||||||||||||
Initial Public Offering | |||||||||||||||||||||
In February 2014, the Company completed its initial public offering of 6,325,000 shares of common stock at an offering price of $8.00 per share, which included the exercise by the underwriters of their option to purchase 825,000 additional shares of common stock. The Company received gross proceeds of $50.6 million and incurred $6.3 million in issuance costs, resulting in net proceeds to the Company of $44.3 million. In connection with the initial public offering, all outstanding shares of convertible preferred stock were converted into shares of common stock, the outstanding principal and accrued interest on the Company’s outstanding convertible notes were converted into shares of common stock and the unamortized debt discount related to the convertible notes was charged to expense, warrants to purchase shares of Series A-1 preferred stock were converted into warrants to purchase common stock, the warrant liability was reclassified to additional paid-in capital, and the Company’s certificate of incorporation was amended and restated to authorize 200,000,000 shares of common stock and 10,000,000 shares of undesignated preferred stock. See Note 6 for additional information. | |||||||||||||||||||||
Principles of Consolidation | |||||||||||||||||||||
In April 2012, Celladon formed a subsidiary, Celladon Europe B.V. (Celladon Europe). From its inception to June 6, 2013, the subsidiary was approximately 90% owned by Celladon and subsequent to June 6, 2013 the subsidiary has been wholly owned by Celladon. The financial statements of Celladon Europe are consolidated with those of the Company. All intercompany transactions and balances are eliminated in consolidation. The U.S. dollar is the functional currency of Celladon Europe. The Company remeasures Celladon Europe’s assets and liabilities related to monetary assets and liabilities to the U.S. dollar and records the net gains or losses resulting from remeasurement in other income (expense) in the consolidated statements of operations and comprehensive loss. Since the formation of Celladon Europe, the Company did not record any material gains or losses from remeasurement. | |||||||||||||||||||||
Investment Securities | |||||||||||||||||||||
Investment securities primarily consist of investment grade corporate debt securities. The Company classifies all investment securities as available-for-sale. Investments with maturity dates greater than 12 months from the end of each reporting period are classified as long-term. Investment securities are carried at fair value, with the unrealized gains and losses reported as a component of other comprehensive income (loss) in stockholders’ equity (deficit) until realized. Realized gains and losses from the sale of investment securities, if any, are determined on a specific identification basis. A decline in the market value of any investment security below cost that is determined to be other than temporary will result in an impairment charge to earnings and a new cost basis for the security is established. No such impairment charges were recorded for any period presented. As of June 30, 2014 and December 31, 2013, none of the investment securities have been in an unrealized loss position for more than 12 months. Premiums and discounts are amortized or accreted over the life of the related security as an adjustment to yield using the straight-line method and are included in interest income. Interest income is recognized when earned. | |||||||||||||||||||||
The following table sets forth the composition of the Company’s investment securities (in thousands): | |||||||||||||||||||||
As of June 30, 2014 | Maturity in Years | Amortized | Unrealized | Fair | |||||||||||||||||
Cost | Value | ||||||||||||||||||||
Gains | Losses | ||||||||||||||||||||
Corporate debt securities | Less than 1 year | $ | 37,783 | $ | 18 | $ | — | $ | 37,801 | ||||||||||||
As of December 31, 2013 | Maturity in Years | Amortized | Unrealized | Fair | |||||||||||||||||
Cost | Value | ||||||||||||||||||||
Gains | Losses | ||||||||||||||||||||
Corporate debt securities | Less than 1 year | $ | 10,465 | $ | 2 | $ | — | $ | 10,467 | ||||||||||||
Net Loss Per Share Attributable to Common Stockholders | |||||||||||||||||||||
Basic and diluted net loss per common share is calculated by dividing net loss applicable to common stockholders by the weighted-average number of common shares outstanding during the period, without consideration for common stock equivalents. Potentially dilutive shares, which include convertible preferred stock and rights to acquire convertible preferred stock (non-controlling interest), warrants for the purchase of common stock and options outstanding under the Company’s equity incentive plans, 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. | |||||||||||||||||||||
Potentially dilutive securities not included in the calculation of diluted net loss per share attributable to common stockholders because to do so would be anti-dilutive are as follows (in common stock equivalent shares): | |||||||||||||||||||||
Six Months Ended | |||||||||||||||||||||
June 30, | |||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||
Redeemable convertible preferred stock | — | 9,321,385 | |||||||||||||||||||
Convertible preferred stock | — | 971,820 | |||||||||||||||||||
Warrants for common stock | 206,340 | 702 | |||||||||||||||||||
Redeemable non-controlling interest | — | 857,998 | |||||||||||||||||||
Common stock options | 2,510,828 | 1,359,090 | |||||||||||||||||||
2,717,168 | 12,510,995 | ||||||||||||||||||||
Recent Accounting Pronouncements | |||||||||||||||||||||
In July 2013, the FASB issued Accounting Standards Update (ASU) No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. ASU 2013-11 provides explicit guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The guidance is effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013, with an option for early adoption. On January 1, 2014, the Company adopted this standard, which had no impact on its financial position or results of operations. | |||||||||||||||||||||
In June 2014, the FASB issued Accounting Standards Update (ASU) No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. ASU 2014-10 a) eliminates the requirement for development stage entities to present inception-to-date information in the statements of income, cash flows and shareholder equity, b) amends Topic 275 to clarify that the risk and uncertainty disclosure requirements apply to entities that have not commenced principal operations, c) eliminates the exception related to the sufficiency of equity at risk for development stage entities from the guidance on variable interest entities in paragraph 810-10-15-16 to increase consistency in application of consolidated guidance across all entities and d) removes the definition of development stage entities from the Master Glossary of the Accounting Standards Codification. The amendments in this Update are to be applied retrospectively except for the clarification to Topic 275, which shall be applied prospectively. The guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2014, with an option for early adoption. The Company does not expect the adoption of this guidance to have a material impact on its financial position or results of operations. |
Celladon_Europe_BV
Celladon Europe B.V. | 6 Months Ended |
Jun. 30, 2014 | |
Equity Method Investments And Joint Ventures [Abstract] | ' |
Celladon Europe B.V. | ' |
2. Celladon Europe B.V. | |
In April 2012 and June 2012, Cooperatief LSP IV U.A. (LSP) invested an aggregate of $4.8 million in Celladon Europe. In exchange for the investment, the Company issued LSP one share of Special Preferred Voting stock and Celladon Europe issued LSP 1,999 non-voting B shares. The 1,999 B shares were exchangeable into 10,716,405 shares of the Company’s Series A-1 preferred stock at the option of LSP. The Company determined that the investment held by LSP in Celladon Europe should be classified as a redeemable non-controlling interest, as the shares of Celladon Europe were not in-substance common stock. In-substance common stock is an investment in an entity that has risk and reward characteristics that are substantially similar to that entity’s common stock. Due to the liability characteristics associated with the shares of Celladon Europe held by LSP, the Company concluded that LSP’s shares were not substantially similar to common stock. The liability characteristics include LSP’s put rights, which provided LSP with the ability to exchange its shares in Celladon Europe for Series A-1 preferred stock of the Company. | |
The redeemable non-controlling interest was initially valued using the fair value of the Series A-1 preferred stock. At each reporting period, the Company adjusted the carrying value of the redeemable non-controlling interest by the net loss attributable to the redeemable non-controlling interest. Any difference between the fair value and the adjusted carrying value of the redeemable non-controlling interest was recorded as an adjustment to additional paid-in capital and presented as a component of net loss attributable to common stockholders in the accompanying consolidated statements of operations and comprehensive loss. | |
On June 6, 2013, LSP delivered a notice to exchange its 1,999 B shares of Celladon Europe for 10,716,405 shares of the Company’s Series A-1 preferred stock. Concurrently, the one share of outstanding Special Preferred Voting stock was cancelled. As of June 6, 2013, the redeemable non-controlling interest was adjusted to fair value and reclassified to Series A-1 preferred stock on the accompanying consolidated balance sheet. | |
From April 2012 through June 6, 2013, LSP owned approximately 10% of Celladon Europe. | |
During the six months ended June 30, 2013, the Company adjusted the loss attributable to common stockholders as a result of increases in the fair value of the redeemable non-controlling interest of approximately $0.1 million. The increase in fair value increased the loss attributable to common stockholders. | |
In May 2014, the Company completed the transfer of the open clinical site contracts from Celladon Europe to Celladon. As of June 30, 2014, there were no liabilities recognized as a result of consolidating Celladon Europe. As of December 31, 2013, the $0.8 million of liabilities recognized as a result of consolidating Celladon Europe did not represent additional claims on the Company’s general assets; rather, they represented claims against the specific assets of Celladon Europe. As of June 30, 2014 and December 31, 2013, the $0.1 million and $0.6 million, respectively, of assets recognized as a result of consolidating Celladon Europe did not represent additional assets that could be used to satisfy claims against the Company’s general assets. The assets of Celladon Europe represent the only significant assets of the Company not located in the United States. |
Balance_Sheet_Details
Balance Sheet Details | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ' | ||||||||
Balance Sheet Details | ' | ||||||||
3. Balance Sheet Details | |||||||||
Property and equipment consist of the following (in thousands): | |||||||||
June 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Office furniture and other equipment | $ | 668 | $ | 555 | |||||
Accumulated depreciation | (301 | ) | (247 | ) | |||||
$ | 367 | $ | 308 | ||||||
Accounts payable and accrued expenses consist of the following (in thousands): | |||||||||
June 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Accounts payable | $ | 1,088 | $ | 1,397 | |||||
Current portion of deferred rent | — | 8 | |||||||
Accrued compensation | 641 | 664 | |||||||
Accrued other | 416 | 839 | |||||||
$ | 2,145 | $ | 2,908 | ||||||
Fair_Value_Measurements
Fair Value Measurements | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Fair Value Measurements | ' | ||||||||||||||||
4. Fair Value Measurements | |||||||||||||||||
The Company’s financial instruments primarily consist of cash and cash equivalents, investment securities, accounts payable and accrued liabilities. The carrying value of these financial instruments generally approximates fair value due to their short-term nature. Investment securities are recorded at fair value. | |||||||||||||||||
The accounting guidance defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the accounting guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: | |||||||||||||||||
Level 1: Observable inputs such as quoted prices in active markets; | |||||||||||||||||
Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and | |||||||||||||||||
Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions | |||||||||||||||||
As of June 30, 2014 and December 31, 2013, cash and cash equivalents consist primarily of bank deposits with third-party financial institutions and highly liquid money market securities with original maturities at date of purchase of 90 days or less and are stated at cost which approximate fair value and are classified within the Level 1 designation discussed above. Marketable securities are recorded at fair value, defined as the exit price in the principal market in which the Company would transact, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Level 2 securities are valued using quoted market prices for similar instruments, non-binding market prices that are corroborated by observable market data, or discounted cash flow techniques and include the Company’s investments in corporate debt securities and commercial paper. Financial liabilities that were measured or disclosed at fair value on a recurring basis, and were classified within the Level 3 designation, included the warrant liability and convertible notes prior to their conversion to equity upon the Company’s initial public offering in February 2014. None of the Company’s non-financial assets and liabilities are recorded at fair value on a non-recurring basis. No transfers between levels have occurred during the periods presented. | |||||||||||||||||
Cash equivalents measured at fair value as of June 30, 2014 and December 31, 2013 are all classified within Level 1. Below is a summary of other assets and liabilities measured at fair value (in thousands): | |||||||||||||||||
Fair Value Measurements at | |||||||||||||||||
Reporting Date Using | |||||||||||||||||
As of | Quoted Prices | Significant | Significant | ||||||||||||||
June 30, | in Active | Other | Unobservable | ||||||||||||||
2014 | Markets for | Observable | Inputs | ||||||||||||||
Identical | Inputs | (Level 3) | |||||||||||||||
Assets | (Level 2) | ||||||||||||||||
(Level 1) | |||||||||||||||||
Assets: | |||||||||||||||||
Corporate debt securities | $ | 37,801 | $ | — | $ | 37,801 | $ | — | |||||||||
Fair Value Measurements at | |||||||||||||||||
Reporting Date Using | |||||||||||||||||
As of | Quoted Prices | Significant | Significant | ||||||||||||||
December 31, | in Active | Other | Unobservable | ||||||||||||||
2013 | Markets for | Observable | Inputs | ||||||||||||||
Identical | Inputs | (Level 3) | |||||||||||||||
Assets | (Level 2) | ||||||||||||||||
(Level 1) | |||||||||||||||||
Assets: | |||||||||||||||||
Corporate debt securities | $ | 10,467 | $ | — | $ | 10,467 | $ | — | |||||||||
Liabilities: | |||||||||||||||||
Convertible notes | $ | 1,044 | $ | — | $ | — | $ | 1,044 | |||||||||
Warrant Liability | 1,116 | — | — | 1,116 | |||||||||||||
$ | 2,160 | $ | — | $ | — | $ | 2,160 | ||||||||||
The Company determined the fair value of the convertible notes utilizing an estimated cost of debt for comparable venture backed and mezzanine financings. | |||||||||||||||||
The fair value per share of the Company’s underlying Series A-1 preferred stock was used to determine the fair value of the warrant liability. As of December 31, 2013, the fair value of the Series A-1 preferred stock was $0.64 and was derived from the price at which shares were sold in the Company’s initial public offering. | |||||||||||||||||
In addition to the fair value of the underlying Series A-1 preferred stock, the following assumptions were used in the Black-Scholes option pricing model to determine the fair value of the preferred stock warrant liability: | |||||||||||||||||
December 31, | |||||||||||||||||
2013 | |||||||||||||||||
Risk-free interest rate | 1.58 | % | |||||||||||||||
Expected volatility | 82 | % | |||||||||||||||
Expected term (in years) | 4.8 | ||||||||||||||||
Expected dividend yield | 0 | % | |||||||||||||||
The following table provides a reconciliation of all liabilities measured at fair value using Level 3 significant unobservable inputs (in thousands): | |||||||||||||||||
Convertible | Warrant | ||||||||||||||||
Notes | Liability | ||||||||||||||||
Balance at December 31, 2013 | $ | 1,044 | $ | 1,116 | |||||||||||||
Changes in fair value | 53 | 183 | |||||||||||||||
Conversion to equity upon initial public offering | (1,097 | ) | (1,299 | ) | |||||||||||||
Balance at June 30, 2014 | $ | — | $ | — | |||||||||||||
Commitments_and_Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2014 | |
Commitments And Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies | ' |
5. Commitments and Contingencies | |
Sublicense Agreement and Amended and Restated License Agreement with AmpliPhi | |
Sublicense Agreement | |
In June 2012, the Company entered into a sublicense agreement (the AmpliPhi Sublicense) with AmpliPhi Biosciences Corporation (AmpliPhi), pursuant to which AmpliPhi sublicensed to the Company certain rights under a separate agreement which AmpliPhi entered into in 2009 with the Trustees of University of Pennsylvania (UPenn). Under the terms of the AmpliPhi Sublicense, the Company obtained an exclusive, worldwide sublicense from AmpliPhi under certain UPenn patents related to AAV1 vectors for the development, manufacture, use and sale of companion diagnostics to MYDICAR. In addition, the Company is required to use commercially reasonable efforts to meet certain developmental, regulatory and commercial milestones with respect to companion diagnostics under the agreement. The Company is currently in compliance with these milestone requirements. In consideration for the sublicense granted to the Company under the agreement, the Company paid to AmpliPhi a sublicense initiation fee of $310,000, and the Company is obligated to pay to AmpliPhi an annual sublicense maintenance fee of $310,000. The Company is also required to pay to AmpliPhi a low single-digit percentage royalty based on net sales of any companion diagnostic covered by a licensed patent sold by the Company, its affiliates or its sublicensees. The Company’s royalty obligations continue on a companion diagnostic-by-companion diagnostic and country-by-country basis until the expiration of the last-to-expire valid claim in a licensed patent covering the applicable companion diagnostic in such country. Finally, the Company is obligated to pay to AmpliPhi all royalty and milestone payments that become due and payable by AmpliPhi to UPenn under AmpliPhi’s agreement with UPenn as a result of the Company’s exercise of the sublicense granted under the Company’s agreement with AmpliPhi, including a low single-digit tiered percentage royalty on net sales of any companion diagnostic sold by the Company, its affiliates or its sublicensees, which royalty is separate from and in addition to the royalty payable to AmpliPhi described above, and up to an aggregate of $850,000 in potential milestone payments per product covered by the licensed patents. | |
The Company may unilaterally terminate the agreement upon 30 days’ written notice to AmpliPhi. Absent early termination, the agreement will automatically terminate upon the expiration of the last-to-expire licensed patent, which is expected to be in 2019. | |
The Company has recorded research and development expense related to sublicense fees under the agreement of $0.9 million for the period from December 21, 2000 (inception) to June 30, 2014. The Company recorded $0.3 million in each of the six month periods ended June 30, 2014 and June 30, 2013. Through June 30, 2014, no milestone obligations were incurred under the agreement. | |
Amended and Restated License Agreement | |
The Company entered into an amended and restated license agreement with AmpliPhi concurrently with the AmpliPhi Sublicense that both amended the terms of the license agreement which the Company entered into with AmpliPhi in 2009 and terminated its manufacturing agreement with AmpliPhi which the Company entered into in 2009. Under the agreement, the Company obtained an exclusive, worldwide license under certain patents and know-how related to AmpliPhi’s AAV vector and manufacturing technology for the development, manufacture, use and sale of MYDICAR. In addition, the Company has agreed to use commercially reasonable efforts to meet certain diligence milestones with respect to the development and commercialization of at least one product covered by the UPenn patent rights licensed to AmpliPhi by UPenn under the Company’s agreement with UPenn. | |
The Company is currently in compliance with these milestone requirements. During the term of the agreement, the Company is not obligated to make annual license or maintenance payments, but is obligated to pay to AmpliPhi all royalty and milestone payments that become due and payable by AmpliPhi to UPenn under AmpliPhi’s agreement with UPenn as a result of the Company’s exercise of the sublicense granted under the Company’s agreement with AmpliPhi. This includes a low single-digit tiered percentage royalty on net sales of MYDICAR and any other product covered by the licensed patents sold by the Company, its affiliates or its sublicensees, and up to $850,000 in milestone payments upon the achievement of certain developmental and regulatory milestones related to MYDICAR and any other product covered by the licensed patents. Through June 30, 2014, $0.3 million of milestone obligations were incurred under the agreement. The agreement does not provide either party with termination rights and does not have a provision for expiration or automatic termination. | |
Exclusive Patent License with the Regents of the University of Minnesota | |
In May 2009, the Company entered into an exclusive patent license agreement with the Regents of the University of Minnesota (UMinn) under which it obtained an exclusive license to UMinn’s joint ownership interest in a patent application related to screening technology for isolation of small molecule modulators of SERCA enzymes. The agreement does not encompass a manufacturing agreement. | |
The Company has agreed to meet certain performance milestones under the agreement, the deadline for which may be extended at the Company’s request provided that the Company has used commercially reasonable efforts to achieve such milestones by the applicable deadlines. The Company is currently in compliance with these milestone requirements. The Company has the first right to prosecute and maintain the applicable patent family. | |
The Company made an upfront payment to UMinn of $120,000. In addition, the Company is obligated to pay to UMinn an annual license fee of $120,000. The annual license fee will increase to $325,000 if the Company (1) undergoes a change of control, (2) assigns the agreement, any of its rights or obligations under the agreement or as joint ownership interest in the licensed technology, (3) receives a certain amount in license and sublicense revenues under the agreement, (4) files an investigational new drug application, or IND, new drug application, biologic license application or orphan drug application (or a foreign equivalent of any such application) for a product covered by the licensed technology, or (5) enters into any agreement with a third party to market or use the licensed technology, subject to certain exceptions. | |
The Company may unilaterally terminate the agreement upon 90 days’ written notice to UMinn. UMinn may terminate the agreement upon 10 days’ written notice to the Company upon the Company’s insolvency or for its breach of the agreement if such breach remains uncured for 90 days after the Company receives notice of such breach, or 30 days in the case of a non-payment breach. Absent early termination, the agreement will automatically terminate upon the expiration of all active claims in any licensed patent or patent application, which is expected to occur no earlier than January 2030. | |
The Company has recorded research and development expense related to license and annual maintenance fees under the agreement of $0.7 million for the period from December 21, 2000 (inception) to June 30, 2014. The Company recorded $0.1 million in each of the six month periods ended June 30, 2014 and June 30, 2013. Through June 30, 2014, no milestone obligations were incurred under the agreement. | |
Material Transfer and Exclusivity Agreement | |
In February 2014, the Company and Les Laboratoires Servier (Servier) entered into a material transfer and exclusivity agreement, pursuant to which the Company agreed to transfer to Servier samples of certain proprietary compounds from the Company’s small molecule SERCA2b modulator program and granted to Servier a non-exclusive, non-sublicensable, royalty-free license to conduct certain studies of the samples for the purpose of evaluating Servier’s interest in negotiating a potential license and research collaboration agreement with the Company relating to small molecule SERCA2b modulators (Compounds), for the treatment of type 2 diabetes and other metabolic diseases. | |
The term of Servier’s license to conduct the evaluation, or the evaluation period, will expire six months after Servier’s initial receipt from the Company of the samples, provided that Servier may extend the evaluation period for up to an additional two months and may terminate the agreement at any time upon written notice to the Company. | |
Under the terms of the agreement, the Company also granted to Servier the exclusive right to negotiate for an exclusive, royalty-bearing license to develop and commercialize Compounds, and products containing Compounds, in the field of type 2 diabetes and other metabolic diseases, or the field, solely outside of the United States and its territories and possessions on the terms and conditions set forth in the agreement and other commercially reasonable terms to be negotiated in good faith by the parties and set forth in a definitive license and research collaboration agreement. | |
Other License Agreements | |
The Company has entered into various license agreements pursuant to which the Company acquired certain intellectual property. Pursuant to each agreement the Company paid a license fee and reimbursed historical patent costs. Additionally, under each agreement, the Company may be required to pay annual maintenance fees, royalties, milestone payments and sublicensing fees. Each of the license agreements is generally cancelable by the Company, given appropriate prior written notice. Minimum annual payments to maintain these cancelable licenses total an aggregate of approximately $0.2 million and potential future milestone payments total an aggregate of approximately $4.3 million, which includes a potential future milestone payment of $1.0 million to Enterprise Partners Management, LLC under a license agreement entered into on July 18, 2014 (see Note 7). The Company has recorded research and development expense related to license and annual maintenance fees under the agreements of $0.2 million and $0.2 million, respectively, for the six months ended June 30, 2014 and June 30, 2013. | |
Through June 30, 2014, the Company has recorded research and development expense of $0.1 million related to milestone obligations incurred under the agreements. | |
Leases | |
The Company leases office space in San Diego, California under long-term operating leases that expire in October 2017 and September 2021. On July 1, 2014, the Company relocated its San Diego office to another location in San Diego and is subleasing the prior space. The rent expense for each of the three months and six months ended June 30, 2014 and 2013 was $21,000 and $42,000, respectively. Future minimum payments under the long-term operating leases net of contractual sublease payments total $3.0 million. |
Stockholders_Equity_Deficit
Stockholders' Equity (Deficit) | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Equity [Abstract] | ' | ||||||||||||||||
Stockholders' Equity (Deficit) | ' | ||||||||||||||||
6. Stockholders’ Equity (Deficit) | |||||||||||||||||
Common Stock and Common Stock Warrants | |||||||||||||||||
In February 2014, the Company completed its initial public offering in which it sold 6,325,000 shares of common stock at a public offering price of $8.00 per share. | |||||||||||||||||
The proceeds received and costs incurred in connection with the Company’s initial public offering, shown in the period received or paid, were as follows (in thousands): | |||||||||||||||||
Total | Six months | As of | |||||||||||||||
ended | December 31, | ||||||||||||||||
June 30, | 2013 | ||||||||||||||||
2014 | |||||||||||||||||
Gross proceeds (including over-allotment) | $ | 50,600 | $ | 50,600 | $ | — | |||||||||||
Underwriting discounts and commissions | (3,542 | ) | (3,542 | ) | — | ||||||||||||
Offering costs | (2,800 | ) | (1,107 | ) | (1,693 | ) | |||||||||||
Net proceeds | $ | 44,258 | $ | 45,951 | $ | (1,693 | ) | ||||||||||
In addition, each of the following occurred on February 4, 2014 in connection with the Company’s initial public offering: | |||||||||||||||||
• | Series A-1 redeemable convertible preferred stock outstanding (127,140,530 shares) and Junior preferred convertible stock outstanding (12,138,080 shares) were converted into 10,179,372 and 971,820 shares of the Company’s common stock, respectively; | ||||||||||||||||
• | the outstanding principal balance of $1,097,017 and accrued interest of $20,000 on convertible promissory notes converted into 139,644 shares of the Company’s common stock; | ||||||||||||||||
• | warrants to purchase 2,895,570 shares of Series A-1 preferred stock were converted into warrants to purchase 231,821 shares of the Company’s common stock and the warrant liability was reclassified to additional paid-in capital. | ||||||||||||||||
The following table summarizes the fully exercisable warrants outstanding for the purchase of common stock as of June 30, 2014 and December 31, 2013: | |||||||||||||||||
June 30, | December 31, | Exercise | Expiration | ||||||||||||||
2014 | 2013 | Price | Date | ||||||||||||||
— | 80 | $ | 224.82 | January 2015 | |||||||||||||
— | 622 | $ | 12.49 | October 2016 | |||||||||||||
206,340 | — | $ | 5.61 | Oct-18 | |||||||||||||
206,340 | 702 | ||||||||||||||||
Stock Options | |||||||||||||||||
Options granted under the Company’s equity incentive plans generally expire no more than ten years from the date of grant and generally vest and become exercisable over a period not to exceed four years, as determined by the Company’s board of directors. Recipients of stock options are eligible to purchase shares of the Company’s common stock at an exercise price equal to no less than the estimated fair market value of such stock on the date of grant. | |||||||||||||||||
Prior Plans | |||||||||||||||||
In December 2001, the Company adopted its 2001 Stock Option Plan (the 2001 Plan) and in January 2012 adopted its 2012 Equity Incentive Plan (the 2012 Plan, and together with the 2001 Plan, the Prior Plans). The Prior Plans have terminated and no further shares may be granted under the Prior Plans. | |||||||||||||||||
2013 Equity Incentive Plan | |||||||||||||||||
In October 2013, the Company’s stockholders approved the 2013 Equity Incentive Plan (as amended, the 2013 Plan), which became effective in January 2014. Under the 2013 Plan, the Company may grant stock options, stock appreciation rights, restricted stock, restricted stock units, performance-based stock awards and other awards to individuals who are then employees, officers, non-employee directors or consultants of the Company and its affiliates. Additionally, the 2013 Plan provides for the grant of performance cash awards. The initial aggregate number of shares of common stock issuable pursuant to stock awards under the 2013 Plan is the sum of (1) 1,473,738 shares, plus (2) the number of shares (not to exceed 1,569,905 shares) (i) reserved for issuance under the 2012 Plan at the time the 2013 Plan became effective (26,294 shares), and (ii) any shares subject to outstanding stock options or other stock awards that were granted under the Prior Plans that are forfeited, terminate, expire or are otherwise not issued. Additionally, the number of shares of common stock reserved for issuance under the 2013 Plan will automatically increase on January 1 of each year, beginning on January 1, 2015 and continuing through and including January 1, 2023, by 5% of the total number of shares of the Company’s capital stock outstanding on December 31 of the preceding calendar year, or a lesser number of shares determined by the Company’s board of directors. | |||||||||||||||||
A summary of the Company’s stock option activity under the Prior Plans and 2013 Equity Incentive Plan is as follows: | |||||||||||||||||
Options | |||||||||||||||||
Outstanding at December 31, 2013 | 1,543,667 | ||||||||||||||||
Granted | 992,473 | ||||||||||||||||
Cancelled | (25,312 | ) | |||||||||||||||
Outstanding at June 30, 2014 | 2,510,828 | ||||||||||||||||
2013 Employee Stock Purchase Plan | |||||||||||||||||
In October 2013, the Company’s stockholders approved the 2013 Equity Stock Purchase Plan (ESPP) which became effective in January 2014. Under the ESPP, an aggregate of 165,732 shares of common stock are initially authorized for issuance pursuant to purchase rights granted to the Company’s employees or to employees of any of the Company’s designated affiliates. The number of shares of common stock reserved for issuance will automatically increase on January 1 of each calendar year, from January 1, 2015 through January 1, 2023 by the least of (1) 1% of the total number of shares of the Company’s common stock outstanding on December 31 of the preceding calendar year, (2) 384,307 shares, or (3) a number determined by the Company’s board of directors that is less than (1) and (2). | |||||||||||||||||
Stock-Based Compensation Expense | |||||||||||||||||
The allocation of stock-based compensation for all equity awards is as follows (in thousands): | |||||||||||||||||
Three Months | Six Months | ||||||||||||||||
Ended | Ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Research and development | $ | 441 | $ | 171 | $ | 784 | $ | 229 | |||||||||
General and administrative | 307 | 16 | 483 | 37 | |||||||||||||
$ | 748 | $ | 187 | $ | 1,267 | $ | 266 | ||||||||||
As of June 30, 2014 the unrecognized compensation cost related to outstanding employee options was $8.8 million and is expected to be recognized as expense over approximately 3.3 years. |
Subsequent_Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
7. Subsequent Events | |
License Agreement | |
On July 18, 2014, the Company and Enterprise Partners Management, LLC (Enterprise), an affiliate of Enterprise Partners Venture Capital, entered into an Assignment and License Agreement (the Agreement), pursuant to which Enterprise granted to the Company an exclusive, worldwide license and the assignment of patents held by Enterprise relating to certain gene therapy applications of the membrane-bound form of the Stem Cell Factor gene (mSCF) for treatment of cardiac ischemia. The Company has the right to grant sublicenses to third parties under the Agreement. | |
Entities affiliated with Enterprise beneficially owned more than 10% of Celladon’s stock as of June 30, 2014. | |
In consideration for the rights granted to the Company under the Agreement, the Company paid an upfront fee to Enterprise of $160,000. The Company is also obligated to pay to Enterprise a milestone payment in the amount of $1,000,000 upon the grant to the Company, a Company affiliate or a Company sublicensee of the first regulatory approval in the United States of a product that is covered by the licensed patents. In addition, the Company is required to pay to Enterprise a 2% royalty on net sales of products sold by the Company, Company affiliates and Company sublicensees that are covered by the licensed patents. The Company’s royalty obligations continue on a product-by-product and country-by-country basis until the expiration of the last-to-expire valid claim in the licensed patents covering a licensed product in such country. | |
The Company may unilaterally terminate the Agreement upon written notice to Enterprise. Enterprise may terminate the agreement in the event of the Company’s material breach of the Agreement if such breach remains uncured for 90 days following receipt of written notice of such breach. Absent early termination, the Agreement will automatically terminate upon the expiration of the last-to-expire of the licensed patents containing a valid claim. | |
Loan Service Agreement | |
On July 31, 2014, the Company entered into a Loan and Security Agreement (the Loan Agreement) with Hercules Technology III, L.P. and Hercules Technology Growth Capital, Inc. (as agent and as a lender, and together with Hercules Technology III, L.P., the “Lenders”) under which the Company may borrow up to $25.0 million in two tranches (the Loan). | |
The Company borrowed the first tranche of $10.0 million on August 1, 2014 and paid a facility charge to the Lenders of $150,000 in addition to $37,500 previously paid to the Lenders as a commitment fee. The Company plans to use the proceeds of the Loan to provide additional funding for the development of MYDICAR, for other development programs in its pipeline and for general corporate purposes. The second tranche of up to $15.0 million can be drawn through May 31, 2015, but only if the Company has provided the Lenders with notice that data from the Company’s Phase 2b clinical trial for MYDICAR supports the continued development of MYDICAR for its Breakthrough Therapy designation to either a Phase 3 clinical trial or for registration for approval, as reasonably determined by the Company’s senior management and board of directors (the Milestone). Upon funding of the second tranche of the Loan, the Company will be required to pay a facility charge to the Lenders of $100,000. | |
The interest rate for each tranche will be calculated at a rate equal to the greater of either (i) 8.25% plus the prime rate as reported from time to time in The Wall Street Journal minus 5.25%, and (ii) 8.25%. Payments under the Loan Agreement are interest only until August 1, 2015 (which will be extended until February 1, 2016 if the Company achieves the Milestone on or before May 31, 2015) (the Amortization Date) followed by equal monthly payments of principal and interest through the scheduled maturity date on February 1, 2018 (the “Loan Maturity Date”). In addition, a final payment equal to $1,750,000 will be due at such time as the Loan is prepaid or becomes due and payable as specified in the Loan Agreement. The Company’s obligations under the Loan Agreement are secured by a security interest in substantially all of its assets, excluding its intellectual property but including the proceeds from the sale, licensing or disposition of its intellectual property. The Company’s intellectual property is also subject to customary negative covenants. | |
If the Company prepays the loan prior to maturity, it will pay the Lenders a prepayment charge, based on a percentage of the then outstanding principal balance, equal to 1.5% if the prepayment occurs prior to the Amortization Date. | |
Subject to certain conditions and limitations set forth in the Loan Agreement, including ownership limitations of the Lenders, the Company has the right to convert up to $3.0 million of scheduled principal installments of the Loan into shares of the Company’s common stock, provided such shares must be freely tradable. The number of shares of common stock that would be issued upon conversion would be equal to the number determined by dividing (x) the principal amount to be paid in shares of common stock by (y) $16.33. | |
The Loan Agreement includes customary representations, warranties and covenants (affirmative and negative) of the Company, including restrictive covenants that limit the Company’s ability to: incur additional indebtedness; encumber the collateral securing the Loan; acquire, own or make investments; repurchase or redeem stock or other equity securities; declare or pay any cash dividend or make a cash distribution on any class of stock or other equity interest; transfer a material portion of the Company’s assets; acquire other businesses; and merge or consolidate with or into any other business organization. The Loan Agreement does not however include any financial maintenance covenants. The Loan Agreement also includes standard events of default, including payment defaults, breaches of covenants following any applicable cure period, a material impairment in the perfection or priority of the Lenders’ security interest or in the value of the collateral, and events relating to bankruptcy or insolvency. Upon the occurrence of an event of default, a default interest rate of an additional 5% may be applied to the outstanding Loan, and the Lenders may declare all outstanding obligations immediately due and payable and take such other actions as are set forth in the Loan Agreement. |
Basis_of_Presentation_Organiza1
Basis of Presentation, Organization and Summary of Significant Accounting Policies (Policies) | 6 Months Ended | ||||||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||||||
Basis of Presentation | ' | ||||||||||||||||||||
Basis of Presentation | |||||||||||||||||||||
The accompanying unaudited consolidated financial statements of Celladon Corporation (Celladon or the Company) should be read in conjunction with the audited financial statements and notes thereto as of and for the year ended December 31, 2013 included in the Company’s Annual Report on Form 10-K (Annual Report) filed with the Securities and Exchange Commission (SEC). The accompanying financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, since they are interim statements, the accompanying financial statements do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, the accompanying financial statements reflect all adjustments (consisting of normal recurring adjustments) that are necessary for a fair statement of the financial position, results of operations and cash flows for the interim periods presented. Interim results are not necessarily indicative of results for a full year. The preparation of the Company’s consolidated financial statements requires it to make estimates and assumptions that impact the reported amounts of assets, liabilities and expenses and the disclosure of contingent assets and liabilities in the Company’s consolidated financial statements and accompanying notes. The most significant estimates in the Company’s consolidated financial statements relate to the fair value of equity awards and clinical trial expense accruals. Although these estimates are based on the Company’s knowledge of current events and actions it may undertake in the future, actual results may ultimately materially differ from these estimates and assumptions. | |||||||||||||||||||||
Organization | ' | ||||||||||||||||||||
Organization | |||||||||||||||||||||
Celladon was incorporated in California on December 21, 2000 (inception) and reincorporated in Delaware in April 2012. The Company is a biotechnology company focused on developing treatments for heart failure, diabetes and neurodegenerative diseases. Celladon’s lead product candidate targets SERCA2a, an enzyme that becomes deficient in patients with heart failure. | |||||||||||||||||||||
As of June 30, 2014, the Company has devoted substantially all of its efforts to product development, raising capital and building infrastructure and has not generated revenues from its planned principal operations. Accordingly, the Company is considered to be in the development stage. | |||||||||||||||||||||
Initial Public Offering | ' | ||||||||||||||||||||
Initial Public Offering | |||||||||||||||||||||
In February 2014, the Company completed its initial public offering of 6,325,000 shares of common stock at an offering price of $8.00 per share, which included the exercise by the underwriters of their option to purchase 825,000 additional shares of common stock. The Company received gross proceeds of $50.6 million and incurred $6.3 million in issuance costs, resulting in net proceeds to the Company of $44.3 million. In connection with the initial public offering, all outstanding shares of convertible preferred stock were converted into shares of common stock, the outstanding principal and accrued interest on the Company’s outstanding convertible notes were converted into shares of common stock and the unamortized debt discount related to the convertible notes was charged to expense, warrants to purchase shares of Series A-1 preferred stock were converted into warrants to purchase common stock, the warrant liability was reclassified to additional paid-in capital, and the Company’s certificate of incorporation was amended and restated to authorize 200,000,000 shares of common stock and 10,000,000 shares of undesignated preferred stock. See Note 6 for additional information. | |||||||||||||||||||||
Principles of Consolidation | ' | ||||||||||||||||||||
Principles of Consolidation | |||||||||||||||||||||
In April 2012, Celladon formed a subsidiary, Celladon Europe B.V. (Celladon Europe). From its inception to June 6, 2013, the subsidiary was approximately 90% owned by Celladon and subsequent to June 6, 2013 the subsidiary has been wholly owned by Celladon. The financial statements of Celladon Europe are consolidated with those of the Company. All intercompany transactions and balances are eliminated in consolidation. The U.S. dollar is the functional currency of Celladon Europe. The Company remeasures Celladon Europe’s assets and liabilities related to monetary assets and liabilities to the U.S. dollar and records the net gains or losses resulting from remeasurement in other income (expense) in the consolidated statements of operations and comprehensive loss. Since the formation of Celladon Europe, the Company did not record any material gains or losses from remeasurement. | |||||||||||||||||||||
Investment Securities | ' | ||||||||||||||||||||
Investment Securities | |||||||||||||||||||||
Investment securities primarily consist of investment grade corporate debt securities. The Company classifies all investment securities as available-for-sale. Investments with maturity dates greater than 12 months from the end of each reporting period are classified as long-term. Investment securities are carried at fair value, with the unrealized gains and losses reported as a component of other comprehensive income (loss) in stockholders’ equity (deficit) until realized. Realized gains and losses from the sale of investment securities, if any, are determined on a specific identification basis. A decline in the market value of any investment security below cost that is determined to be other than temporary will result in an impairment charge to earnings and a new cost basis for the security is established. No such impairment charges were recorded for any period presented. As of June 30, 2014 and December 31, 2013, none of the investment securities have been in an unrealized loss position for more than 12 months. Premiums and discounts are amortized or accreted over the life of the related security as an adjustment to yield using the straight-line method and are included in interest income. Interest income is recognized when earned. | |||||||||||||||||||||
The following table sets forth the composition of the Company’s investment securities (in thousands): | |||||||||||||||||||||
As of June 30, 2014 | Maturity in Years | Amortized | Unrealized | Fair | |||||||||||||||||
Cost | Value | ||||||||||||||||||||
Gains | Losses | ||||||||||||||||||||
Corporate debt securities | Less than 1 year | $ | 37,783 | $ | 18 | $ | — | $ | 37,801 | ||||||||||||
As of December 31, 2013 | Maturity in Years | Amortized | Unrealized | Fair | |||||||||||||||||
Cost | Value | ||||||||||||||||||||
Gains | Losses | ||||||||||||||||||||
Corporate debt securities | Less than 1 year | $ | 10,465 | $ | 2 | $ | — | $ | 10,467 | ||||||||||||
Net Loss Per Share Attributable to Common Stockholders | ' | ||||||||||||||||||||
Net Loss Per Share Attributable to Common Stockholders | |||||||||||||||||||||
Basic and diluted net loss per common share is calculated by dividing net loss applicable to common stockholders by the weighted-average number of common shares outstanding during the period, without consideration for common stock equivalents. Potentially dilutive shares, which include convertible preferred stock and rights to acquire convertible preferred stock (non-controlling interest), warrants for the purchase of common stock and options outstanding under the Company’s equity incentive plans, 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. | |||||||||||||||||||||
Potentially dilutive securities not included in the calculation of diluted net loss per share attributable to common stockholders because to do so would be anti-dilutive are as follows (in common stock equivalent shares): | |||||||||||||||||||||
Six Months Ended | |||||||||||||||||||||
June 30, | |||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||
Redeemable convertible preferred stock | — | 9,321,385 | |||||||||||||||||||
Convertible preferred stock | — | 971,820 | |||||||||||||||||||
Warrants for common stock | 206,340 | 702 | |||||||||||||||||||
Redeemable non-controlling interest | — | 857,998 | |||||||||||||||||||
Common stock options | 2,510,828 | 1,359,090 | |||||||||||||||||||
2,717,168 | 12,510,995 | ||||||||||||||||||||
Recent Accounting Pronouncements | ' | ||||||||||||||||||||
Recent Accounting Pronouncements | |||||||||||||||||||||
In July 2013, the FASB issued Accounting Standards Update (ASU) No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. ASU 2013-11 provides explicit guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The guidance is effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013, with an option for early adoption. On January 1, 2014, the Company adopted this standard, which had no impact on its financial position or results of operations. | |||||||||||||||||||||
In June 2014, the FASB issued Accounting Standards Update (ASU) No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. ASU 2014-10 a) eliminates the requirement for development stage entities to present inception-to-date information in the statements of income, cash flows and shareholder equity, b) amends Topic 275 to clarify that the risk and uncertainty disclosure requirements apply to entities that have not commenced principal operations, c) eliminates the exception related to the sufficiency of equity at risk for development stage entities from the guidance on variable interest entities in paragraph 810-10-15-16 to increase consistency in application of consolidated guidance across all entities and d) removes the definition of development stage entities from the Master Glossary of the Accounting Standards Codification. The amendments in this Update are to be applied retrospectively except for the clarification to Topic 275, which shall be applied prospectively. The guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2014, with an option for early adoption. The Company does not expect the adoption of this guidance to have a material impact on its financial position or results of operations. |
Basis_of_Presentation_Organiza2
Basis of Presentation, Organization and Summary of Significant Accounting Policies (Tables) | 6 Months Ended | ||||||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||||||
Composition of Investment Securities | ' | ||||||||||||||||||||
The following table sets forth the composition of the Company’s investment securities (in thousands): | |||||||||||||||||||||
As of June 30, 2014 | Maturity in Years | Amortized | Unrealized | Fair | |||||||||||||||||
Cost | Value | ||||||||||||||||||||
Gains | Losses | ||||||||||||||||||||
Corporate debt securities | Less than 1 year | $ | 37,783 | $ | 18 | $ | — | $ | 37,801 | ||||||||||||
As of December 31, 2013 | Maturity in Years | Amortized | Unrealized | Fair | |||||||||||||||||
Cost | Value | ||||||||||||||||||||
Gains | Losses | ||||||||||||||||||||
Corporate debt securities | Less than 1 year | $ | 10,465 | $ | 2 | $ | — | $ | 10,467 | ||||||||||||
Potentially Dilutive Securities Not Included in Calculation of Diluted Net Loss Per Share Attributable to Common Stockholders | ' | ||||||||||||||||||||
Potentially dilutive securities not included in the calculation of diluted net loss per share attributable to common stockholders because to do so would be anti-dilutive are as follows (in common stock equivalent shares): | |||||||||||||||||||||
Six Months Ended | |||||||||||||||||||||
June 30, | |||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||
Redeemable convertible preferred stock | — | 9,321,385 | |||||||||||||||||||
Convertible preferred stock | — | 971,820 | |||||||||||||||||||
Warrants for common stock | 206,340 | 702 | |||||||||||||||||||
Redeemable non-controlling interest | — | 857,998 | |||||||||||||||||||
Common stock options | 2,510,828 | 1,359,090 | |||||||||||||||||||
2,717,168 | 12,510,995 | ||||||||||||||||||||
Balance_Sheet_Details_Tables
Balance Sheet Details (Tables) | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ' | ||||||||
Summary of Property and Equipment | ' | ||||||||
Property and equipment consist of the following (in thousands): | |||||||||
June 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Office furniture and other equipment | $ | 668 | $ | 555 | |||||
Accumulated depreciation | (301 | ) | (247 | ) | |||||
$ | 367 | $ | 308 | ||||||
Summary of Accounts Payable and Accrued Expenses | ' | ||||||||
Accounts payable and accrued expenses consist of the following (in thousands): | |||||||||
June 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Accounts payable | $ | 1,088 | $ | 1,397 | |||||
Current portion of deferred rent | — | 8 | |||||||
Accrued compensation | 641 | 664 | |||||||
Accrued other | 416 | 839 | |||||||
$ | 2,145 | $ | 2,908 | ||||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Summary of Other Assets and Liabilities Measured at Fair Value | ' | ||||||||||||||||
Cash equivalents measured at fair value as of June 30, 2014 and December 31, 2013 are all classified within Level 1. Below is a summary of other assets and liabilities measured at fair value (in thousands): | |||||||||||||||||
Fair Value Measurements at | |||||||||||||||||
Reporting Date Using | |||||||||||||||||
As of | Quoted Prices | Significant | Significant | ||||||||||||||
June 30, | in Active | Other | Unobservable | ||||||||||||||
2014 | Markets for | Observable | Inputs | ||||||||||||||
Identical | Inputs | (Level 3) | |||||||||||||||
Assets | (Level 2) | ||||||||||||||||
(Level 1) | |||||||||||||||||
Assets: | |||||||||||||||||
Corporate debt securities | $ | 37,801 | $ | — | $ | 37,801 | $ | — | |||||||||
Fair Value Measurements at | |||||||||||||||||
Reporting Date Using | |||||||||||||||||
As of | Quoted Prices | Significant | Significant | ||||||||||||||
December 31, | in Active | Other | Unobservable | ||||||||||||||
2013 | Markets for | Observable | Inputs | ||||||||||||||
Identical | Inputs | (Level 3) | |||||||||||||||
Assets | (Level 2) | ||||||||||||||||
(Level 1) | |||||||||||||||||
Assets: | |||||||||||||||||
Corporate debt securities | $ | 10,467 | $ | — | $ | 10,467 | $ | — | |||||||||
Liabilities: | |||||||||||||||||
Convertible notes | $ | 1,044 | $ | — | $ | — | $ | 1,044 | |||||||||
Warrant Liability | 1,116 | — | — | 1,116 | |||||||||||||
$ | 2,160 | $ | — | $ | — | $ | 2,160 | ||||||||||
Summary of Assumptions Used in Black-Scholes Option Pricing Model | ' | ||||||||||||||||
In addition to the fair value of the underlying Series A-1 preferred stock, the following assumptions were used in the Black-Scholes option pricing model to determine the fair value of the preferred stock warrant liability: | |||||||||||||||||
December 31, | |||||||||||||||||
2013 | |||||||||||||||||
Risk-free interest rate | 1.58 | % | |||||||||||||||
Expected volatility | 82 | % | |||||||||||||||
Expected term (in years) | 4.8 | ||||||||||||||||
Expected dividend yield | 0 | % | |||||||||||||||
Reconciliation of All Liabilities Measured at Fair Value Using Level 3 Significant Unobservable Inputs | ' | ||||||||||||||||
The following table provides a reconciliation of all liabilities measured at fair value using Level 3 significant unobservable inputs (in thousands): | |||||||||||||||||
Convertible | Warrant | ||||||||||||||||
Notes | Liability | ||||||||||||||||
Balance at December 31, 2013 | $ | 1,044 | $ | 1,116 | |||||||||||||
Changes in fair value | 53 | 183 | |||||||||||||||
Conversion to equity upon initial public offering | (1,097 | ) | (1,299 | ) | |||||||||||||
Balance at June 30, 2014 | $ | — | $ | — | |||||||||||||
Stockholders_Equity_Deficit_Ta
Stockholders' Equity (Deficit) (Tables) | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Equity [Abstract] | ' | ||||||||||||||||
Summary of Proceeds Received and Costs Incurred in Connection with Company's Initial Public Offering | ' | ||||||||||||||||
The proceeds received and costs incurred in connection with the Company’s initial public offering, shown in the period received or paid, were as follows (in thousands): | |||||||||||||||||
Total | Six months | As of | |||||||||||||||
ended | December 31, | ||||||||||||||||
June 30, | 2013 | ||||||||||||||||
2014 | |||||||||||||||||
Gross proceeds (including over-allotment) | $ | 50,600 | $ | 50,600 | $ | — | |||||||||||
Underwriting discounts and commissions | (3,542 | ) | (3,542 | ) | — | ||||||||||||
Offering costs | (2,800 | ) | (1,107 | ) | (1,693 | ) | |||||||||||
Net proceeds | $ | 44,258 | $ | 45,951 | $ | (1,693 | ) | ||||||||||
Summary of Exercisable Warrants Outstanding for Purchase of Common Stock | ' | ||||||||||||||||
The following table summarizes the fully exercisable warrants outstanding for the purchase of common stock as of June 30, 2014 and December 31, 2013: | |||||||||||||||||
June 30, | December 31, | Exercise | Expiration | ||||||||||||||
2014 | 2013 | Price | Date | ||||||||||||||
— | 80 | $ | 224.82 | January 2015 | |||||||||||||
— | 622 | $ | 12.49 | October 2016 | |||||||||||||
206,340 | — | $ | 5.61 | Oct-18 | |||||||||||||
206,340 | 702 | ||||||||||||||||
Summary of Company's Stock Option Activity | ' | ||||||||||||||||
A summary of the Company’s stock option activity under the Prior Plans and 2013 Equity Incentive Plan is as follows: | |||||||||||||||||
Options | |||||||||||||||||
Outstanding at December 31, 2013 | 1,543,667 | ||||||||||||||||
Granted | 992,473 | ||||||||||||||||
Cancelled | (25,312 | ) | |||||||||||||||
Outstanding at June 30, 2014 | 2,510,828 | ||||||||||||||||
Schedule of Allocation of Stock-based Compensation for Equity Awards | ' | ||||||||||||||||
The allocation of stock-based compensation for all equity awards is as follows (in thousands): | |||||||||||||||||
Three Months | Six Months | ||||||||||||||||
Ended | Ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Research and development | $ | 441 | $ | 171 | $ | 784 | $ | 229 | |||||||||
General and administrative | 307 | 16 | 483 | 37 | |||||||||||||
$ | 748 | $ | 187 | $ | 1,267 | $ | 266 | ||||||||||
Basis_of_Presentation_Organiza3
Basis of Presentation, Organization and Summary of Significant Accounting Policies - Additional Information (Detail) (USD $) | 1 Months Ended | 6 Months Ended | 12 Months Ended | 162 Months Ended | |
Feb. 28, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 06, 2013 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ' | ' | ' | ' | ' |
Shares sold in initial public offering | 6,325,000 | ' | ' | ' | ' |
Initial public offering price per share | $8 | ' | ' | ' | ' |
Underwriters option to purchase additional shares of common stock | 825,000 | ' | ' | ' | ' |
Proceeds from issuance of common stock | $50,600,000 | $50,804,000 | ' | $50,910,000 | ' |
Issuance costs | 6,300,000 | 4,650,000 | ' | 6,343,000 | ' |
Proceeds from issuance of common stock, net | 44,300,000 | ' | ' | ' | ' |
Authorized shares of common stock | 200,000,000 | 200,000,000 | 180,000,000 | 200,000,000 | ' |
Authorized shares of undesignated preferred stock | 10,000,000 | 10,000,000 | 0 | 10,000,000 | ' |
Ownership interest, percentage | ' | 10.00% | ' | 10.00% | 90.00% |
Impairment charges on investment securities | ' | 0 | ' | ' | ' |
Investment securities, unrealized loss position for more than 12 months | ' | $0 | $0 | ' | ' |
Basis_of_Presentation_Organiza4
Basis of Presentation, Organization and Summary of Significant Accounting Policies - Composition of Investment Securities (Detail) (USD $) | 6 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Dec. 31, 2013 |
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Fair Value | $37,801 | $10,467 |
Corporate debt securities [Member] | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Maturity in Years | 'Less than 1 year | 'Less than 1 year |
Amortized Cost | 37,783 | 10,465 |
Unrealized Gains | 18 | 2 |
Unrealized Losses | ' | ' |
Fair Value | $37,801 | $10,467 |
Basis_of_Presentation_Organiza5
Basis of Presentation, Organization and Summary of Significant Accounting Policies - Potentially Dilutive Securities Not Included in Calculation of Diluted Net Loss Per Share Attributable to Common Stockholders (Detail) | 6 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Anti-dilutive securities | 2,717,168 | 12,510,995 |
Redeemable convertible preferred stock [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Anti-dilutive securities | ' | 9,321,385 |
Convertible preferred stock [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Anti-dilutive securities | ' | 971,820 |
Warrants for common stock [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Anti-dilutive securities | 206,340 | 702 |
Redeemable non-controlling interest [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Anti-dilutive securities | ' | 857,998 |
Common stock options [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Anti-dilutive securities | 2,510,828 | 1,359,090 |
Celladon_Europe_BV_Additional_
Celladon Europe B.V. - Additional Information (Detail) (USD $) | 3 Months Ended | 6 Months Ended | 162 Months Ended | 6 Months Ended | 0 Months Ended | 6 Months Ended | ||||||||||
Jun. 30, 2013 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 06, 2013 | Jun. 30, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 06, 2013 | Jun. 06, 2013 | Jun. 06, 2013 | Jun. 06, 2013 | Jun. 30, 2012 | Apr. 30, 2012 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | |
Celladon Europe [Member] | Celladon Europe [Member] | Celladon Europe [Member] | Celladon Europe [Member] | Celladon Europe [Member] | Celladon Europe [Member] | Celladon Europe [Member] | Celladon Europe [Member] | Celladon Europe [Member] | Celladon Europe [Member] | Celladon Europe [Member] | Celladon Corporation [Member] | |||||
Special Preferred Voting Stock [Member] | Non-voting B shares [Member] | Series A-1 preferred stock [Member] | LSP [Member] | LSP [Member] | LSP [Member] | LSP [Member] | LSP [Member] | |||||||||
Non-voting B shares [Member] | Series A-1 preferred stock [Member] | Special Preferred Voting Stock [Member] | ||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate investment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $4,800,000 | $4,800,000 | ' | ' | ' |
Shares issued for exchange of investment | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,999 | ' | ' | ' | 1,999 | ' | 1 |
Number of shares exchanged at option | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,716,405 | ' | ' | ' | 10,716,405 | ' |
Number of shares cancelled | ' | ' | ' | ' | ' | ' | ' | ' | 1 | ' | ' | ' | ' | ' | ' | ' |
Ownership investment percentage | ' | ' | 10.00% | 90.00% | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Increases in fair value of redeemable non-controlling interest | -3,044,000 | -3,105,000 | -3,259,000 | ' | 3,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Liabilities recognized as a result of consolidating Celladon Europe | ' | ' | ' | ' | ' | 0 | 800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Assets recognized as a result of consolidating Celladon Europe | ' | ' | ' | ' | ' | $100,000 | $600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Balance_Sheet_Details_Summary_
Balance Sheet Details - Summary of Property and Equipment (Detail) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, net | $367 | $308 |
Office furniture and other equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, gross | 668 | 555 |
Property and equipment, accumulated depreciation | -301 | -247 |
Property and equipment, net | $367 | $308 |
Balance_Sheet_Details_Summary_1
Balance Sheet Details - Summary of Accounts Payable and Accrued Expenses (Detail) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Statement Of Financial Position [Abstract] | ' | ' |
Accounts payable | $1,088 | $1,397 |
Current portion of deferred rent | ' | 8 |
Accrued compensation | 641 | 664 |
Accrued other | 416 | 839 |
Accounts payable and accrued expenses | $2,145 | $2,908 |
Fair_Value_Measurements_Summar
Fair Value Measurements - Summary of Other Assets and Liabilities Measured at Fair Value (Detail) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Liabilities: | ' | ' |
Liabilities, Fair Value | ' | $2,160 |
Corporate debt securities [Member] | ' | ' |
Assets: | ' | ' |
Assets, Fair Value | 37,801 | 10,467 |
Convertible notes [Member] | ' | ' |
Liabilities: | ' | ' |
Liabilities, Fair Value | ' | 1,044 |
Warrant Liability [Member] | ' | ' |
Liabilities: | ' | ' |
Liabilities, Fair Value | ' | 1,116 |
Level 1 [Member] | ' | ' |
Liabilities: | ' | ' |
Liabilities, Fair Value | ' | ' |
Level 1 [Member] | Corporate debt securities [Member] | ' | ' |
Assets: | ' | ' |
Assets, Fair Value | ' | ' |
Level 1 [Member] | Convertible notes [Member] | ' | ' |
Liabilities: | ' | ' |
Liabilities, Fair Value | ' | ' |
Level 1 [Member] | Warrant Liability [Member] | ' | ' |
Liabilities: | ' | ' |
Liabilities, Fair Value | ' | ' |
Level 2 [Member] | ' | ' |
Liabilities: | ' | ' |
Liabilities, Fair Value | ' | ' |
Level 2 [Member] | Corporate debt securities [Member] | ' | ' |
Assets: | ' | ' |
Assets, Fair Value | 37,801 | 10,467 |
Level 2 [Member] | Convertible notes [Member] | ' | ' |
Liabilities: | ' | ' |
Liabilities, Fair Value | ' | ' |
Level 2 [Member] | Warrant Liability [Member] | ' | ' |
Liabilities: | ' | ' |
Liabilities, Fair Value | ' | ' |
Level 3 [Member] | ' | ' |
Liabilities: | ' | ' |
Liabilities, Fair Value | ' | 2,160 |
Level 3 [Member] | Corporate debt securities [Member] | ' | ' |
Assets: | ' | ' |
Assets, Fair Value | ' | ' |
Level 3 [Member] | Convertible notes [Member] | ' | ' |
Liabilities: | ' | ' |
Liabilities, Fair Value | ' | 1,044 |
Level 3 [Member] | Warrant Liability [Member] | ' | ' |
Liabilities: | ' | ' |
Liabilities, Fair Value | ' | $1,116 |
Fair_Value_Measurements_Additi
Fair Value Measurements - Additional Information (Detail) (Series A-1 preferred stock [Member], USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Series A-1 preferred stock [Member] | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' |
Fair value of preferred stock per share derived from IPO | $0.64 |
Fair_Value_Measurements_Summar1
Fair Value Measurements - Summary of Assumptions used in Black-Scholes Option Pricing Model (Detail) (Series A-1 preferred stock [Member]) | 12 Months Ended |
Dec. 31, 2013 | |
Series A-1 preferred stock [Member] | ' |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ' |
Risk-free interest rate | 1.58% |
Expected volatility | 82.00% |
Expected term (in years) | '4 years 9 months 18 days |
Expected dividend yield | 0.00% |
Fair_Value_Measurements_Reconc
Fair Value Measurements - Reconciliation of All Liabilities Measured at Fair Value Using Level 3 Significant Unobservable Inputs (Detail) (Level 3 [Member], USD $) | 6 Months Ended |
In Thousands, unless otherwise specified | Jun. 30, 2014 |
Convertible notes [Member] | ' |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' |
Balance at December 31, 2013 | $1,044 |
Changes in fair value | 53 |
Conversion to equity upon initial public offering | -1,097 |
Balance at June 30, 2014 | ' |
Warrant Liability [Member] | ' |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' |
Balance at December 31, 2013 | 1,116 |
Changes in fair value | 183 |
Conversion to equity upon initial public offering | -1,299 |
Balance at June 30, 2014 | ' |
Commitments_and_Contingencies_
Commitments and Contingencies - Additional Information (Detail) (USD $) | 3 Months Ended | 6 Months Ended | 162 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 1 Months Ended | 6 Months Ended | 162 Months Ended | 1 Months Ended | 6 Months Ended | 162 Months Ended | 6 Months Ended | ||||||||||||||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2012 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | 31-May-09 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | |
Milestone obligations [Member] | Long-term operating lease [Member] | Long-term operating lease [Member] | Long-term operating lease [Member] | Long-term operating lease [Member] | Long-term operating lease [Member] | Long-term operating lease [Member] | AmpliPhi Sublicense [Member] | AmpliPhi Sublicense [Member] | AmpliPhi Sublicense [Member] | AmpliPhi Sublicense [Member] | Exclusive Patent License with the Regents of the University of Minnesota [Member] | Exclusive Patent License with the Regents of the University of Minnesota [Member] | Exclusive Patent License with the Regents of the University of Minnesota [Member] | Exclusive Patent License with the Regents of the University of Minnesota [Member] | Exclusive Patent License with the Regents of the University of Minnesota [Member] | Exclusive Patent License with the Regents of the University of Minnesota [Member] | Exclusive Patent License with the Regents of the University of Minnesota [Member] | Amended and Restated License Agreement [Member] | Other License Agreements [Member] | Other License Agreements [Member] | Other License Agreements [Member] | ||||||
Lease Agreements One [Member] | Lease Agreements Two [Member] | Insolvency [Member] | Breach of agreement [Member] | Non-payment breach [Member] | Enterprise Partners Management, LLC [Member] | ||||||||||||||||||||||
Commitments And Contingencies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Sublicense initiation fee | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $310,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate potential milestone payments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 850,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Annual sublicense maintenance fee payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 310,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notice period given by company for termination of license agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '30 days | ' | ' | ' | '90 days | ' | ' | ' | ' | ' | ' | ' | ' | ' |
License agreement expiration year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2019 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Research and development expense | 4,981,000 | 4,217,000 | 10,199,000 | 7,136,000 | 102,243,000 | 100,000 | ' | ' | ' | ' | ' | ' | ' | 300,000 | 300,000 | 900,000 | ' | 100,000 | 100,000 | 700,000 | ' | ' | ' | ' | 200,000 | 200,000 | ' |
Milestone obligations incurred | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | 0 | ' | ' | ' | ' | ' | 300,000 | ' | ' | ' |
Upfront payment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 120,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Annual license fee | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 120,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated future annual license fee | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 325,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
License agreement termination, description | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'The Company may unilaterally terminate the agreement upon 90 daysb written notice to UMinn. UMinn may terminate the agreement upon 10 daysb written notice to the Company upon the Companybs insolvency or for its breach of the agreement if such breach remains uncured for 90 days after the Company receives notice of such breach, or 30 days in the case of a non-payment breach. Absent early termination, the agreement will automatically terminate upon the expiration of all active claims in any licensed patent or patent application, which is expected to occur no earlier than January 2030. | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notice period given to company for termination of license agreement company | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '10 days | '90 days | '30 days | ' | ' | ' | ' |
Patent expiration period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2030-01 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate minimum annual payments to maintain cancelable licenses | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 200,000 | ' | ' |
Aggregate potential future milestone payments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,300,000 | ' | 1,000,000 |
Long-term operating lease expiry period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2017-10 | '2021-09 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Rent expense | ' | ' | ' | ' | ' | ' | 21,000 | 42,000 | 21,000 | 42,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total future minimum payments under the long-term operating lease | ' | ' | ' | ' | ' | ' | $3,000,000 | ' | $3,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stockholders_Equity_Deficit_Ad
Stockholders' Equity (Deficit) - Additional Information (Detail) (USD $) | 0 Months Ended | 1 Months Ended | 6 Months Ended | 1 Months Ended | 6 Months Ended | 1 Months Ended | 6 Months Ended | 6 Months Ended | 0 Months Ended | |||||||||
Feb. 04, 2014 | Feb. 28, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Feb. 04, 2014 | Jun. 30, 2014 | Jan. 31, 2014 | Jun. 30, 2014 | Jan. 31, 2014 | Jan. 31, 2014 | Jun. 30, 2014 | Jan. 31, 2014 | Jan. 31, 2014 | Jun. 30, 2014 | Feb. 04, 2014 | Feb. 04, 2014 | Feb. 04, 2014 | Feb. 04, 2014 | |
Promissory notes [Member] | Prior Plans [Member] | 2013 Equity Incentive Plan [Member] | 2013 Equity Incentive Plan [Member] | 2012 Equity Incentive Plan [Member] | 2013 Employee Stock Purchase Plan [Member] | Maximum [Member] | Maximum [Member] | Maximum [Member] | Minimum [Member] | Series A-1 preferred stock [Member] | Common stock [Member] | Series A-1 redeemable convertible preferred stock [Member] | Junior preferred convertible stock [Member] | |||||
Stock Options [Member] | Stock Options [Member] | 2013 Equity Incentive Plan [Member] | 2013 Employee Stock Purchase Plan [Member] | Stock Options [Member] | ||||||||||||||
Class of Stock [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares sold in initial public offering | ' | 6,325,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Initial public offering price per share | ' | $8 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, shares outstanding | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 127,140,530 | 12,138,080 |
Preferred stock converted into common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 971,820 | 10,179,372 |
Convertible promissory notes, Principle balance outstanding | ' | ' | ' | ' | $1,097,017 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible promissory notes, Accrued interest | ' | ' | ' | 14,000 | 20,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible promissory notes converted into common stock | 139,644 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion of warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,895,570 | 231,821 | ' | ' |
Options, expiration Period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '10 years | ' | ' | ' | ' | ' | ' | ' |
Options, vesting period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '4 years | ' | ' | ' | ' |
Shares available for grant | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock authorized for issuance | ' | ' | ' | ' | ' | ' | 1,473,738 | ' | ' | 165,732 | ' | 1,569,905 | 384,307 | ' | ' | ' | ' | ' |
Shares reserved for issuance | ' | ' | ' | ' | ' | ' | ' | ' | 26,294 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of common stock outstanding to increase shares reserved for issuance | ' | ' | ' | ' | ' | ' | 5.00% | ' | ' | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock reserved for issuance, description | ' | ' | 'The number of shares of common stock reserved for issuance will automatically increase on January 1 of each calendar year, from January 1, 2015 through January 1, 2023 by the least of (1) 1% of the total number of shares of the Company's common stock outstanding on December 31 of the preceding calendar year, (2) 384,307 shares, or (3) a number determined by the Company's board of directors that is less than (1) and (2). | ' | ' | ' | ' | 'Additionally, the 2013 Plan provides for the grant of performance cash awards. Initially, the aggregate number of shares of common stock that may be issued pursuant to stock awards under the 2013 Plan is the sum of (1) 1,473,738 shares, plus (2) the number of shares (not to exceed 1,569,905 shares) (i) the 26,294 shares reserved for issuance under the 2012 Plan at the time the 2013 Plan became effective, and (ii) any shares subject to outstanding stock options or other stock awards that were granted under the Prior Plans that are forfeited, terminate, expire or are otherwise not issued. Additionally, the number of shares of common stock reserved for issuance under the 2013 Plan will automatically increase on January 1 of each year, beginning on January 1, 2015 and continuing through and including January 1, 2023, by 5% of the total number of shares of the Companybs capital stock outstanding on December 31 of the preceding calendar year, or a lesser number of shares determined by the Companybs board of directors. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unrecognized compensation cost | ' | ' | $8,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unrecognized compensation cost expected to be recognized as expense period | ' | ' | '3 years 3 months 18 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stockholders_Equity_Deficit_Su
Stockholders' Equity (Deficit) - Summary of Proceeds Received and Costs Incurred in Connection with Company's Initial Public Offering (Detail) (USD $) | 1 Months Ended | 6 Months Ended | 162 Months Ended | 1 Months Ended | 6 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Feb. 28, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Feb. 28, 2014 | Jun. 30, 2014 | Dec. 31, 2013 |
IPO [Member] | IPO [Member] | IPO [Member] | ||||
Initial Public Offering [Line Items] | ' | ' | ' | ' | ' | ' |
Gross proceeds (including over-allotment) | $50,600 | $50,804 | $50,910 | $50,600 | $50,600 | ' |
Underwriting discounts and commissions | ' | ' | ' | -3,542 | -3,542 | ' |
Offering costs | -6,300 | -4,650 | -6,343 | -2,800 | -1,107 | -1,693 |
Net proceeds | ' | ' | ' | $44,258 | $45,951 | ($1,693) |
Stockholders_Equity_Deficit_Su1
Stockholders' Equity (Deficit) - Summary of Exercisable Warrants Outstanding for Purchase of Common Stock (Detail) (USD $) | 6 Months Ended | |
Jun. 30, 2014 | Dec. 31, 2013 | |
Class of Warrant or Right [Line Items] | ' | ' |
Warrants outstanding | 206,340 | 702 |
January 2015 [Member] | ' | ' |
Class of Warrant or Right [Line Items] | ' | ' |
Warrants outstanding | ' | 80 |
Warrants outstanding, Exercise Price | $224.82 | ' |
Warrants outstanding, Expiration Date | '2015-01 | ' |
October 2016 [Member] | ' | ' |
Class of Warrant or Right [Line Items] | ' | ' |
Warrants outstanding | ' | 622 |
Warrants outstanding, Exercise Price | $12.49 | ' |
Warrants outstanding, Expiration Date | '2016-10 | ' |
October 2018 [Member] | ' | ' |
Class of Warrant or Right [Line Items] | ' | ' |
Warrants outstanding | 206,340 | ' |
Warrants outstanding, Exercise Price | $5.61 | ' |
Warrants outstanding, Expiration Date | '2018-10 | ' |
Stockholders_Equity_Deficit_Su2
Stockholders' Equity (Deficit) - Summary of Company's Stock Option Activity (Detail) | 6 Months Ended |
Jun. 30, 2014 | |
Equity [Abstract] | ' |
Options, Outstanding at beginning | 1,543,667 |
Options, Granted | 992,473 |
Options, Cancelled | -25,312 |
Options, Outstanding at ending | 2,510,828 |
Stockholders_Equity_Deficit_Sc
Stockholders' Equity (Deficit) - Schedule of Allocation of Stock-based Compensation for Equity Awards (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ' | ' | ' | ' |
Stock-based compensation expense | $748 | $187 | $1,267 | $266 |
Research and development [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ' | ' | ' | ' |
Stock-based compensation expense | 441 | 171 | 784 | 229 |
General and administrative [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ' | ' | ' | ' |
Stock-based compensation expense | $307 | $16 | $483 | $37 |
Subsequent_Events_Additional_I
Subsequent Events - Additional Information (Detail) (USD $) | Jun. 30, 2014 | Jun. 06, 2013 | Jun. 30, 2014 | Aug. 01, 2014 | Aug. 01, 2014 | Jul. 31, 2014 | 31-May-15 | Aug. 01, 2014 | Jun. 30, 2014 |
Hercules Technolody III L.P. and Hercules Technology Growth Capital, Inc. [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | License Agreement Terms [Member] | |||
Hercules Technolody III L.P. and Hercules Technology Growth Capital, Inc. [Member] | Hercules Technolody III L.P. and Hercules Technology Growth Capital, Inc. [Member] | Hercules Technolody III L.P. and Hercules Technology Growth Capital, Inc. [Member] | Hercules Technolody III L.P. and Hercules Technology Growth Capital, Inc. [Member] | Hercules Technolody III L.P. and Hercules Technology Growth Capital, Inc. [Member] | |||||
First Tranche [Member] | First Tranche [Member] | First Tranche [Member] | Second Tranche [Member] | Second Tranche [Member] | |||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Ownership interest, percentage | 10.00% | 90.00% | ' | ' | ' | ' | ' | ' | ' |
License agreement, upfront fee paid | ' | ' | ' | ' | ' | ' | ' | ' | $160,000 |
License agreement, aggregate potential future milestone payments | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 |
License agreement, percentage of royalty to be paid on net sales | ' | ' | ' | ' | ' | ' | ' | ' | 2.00% |
License agreement termination, description | ' | ' | ' | ' | ' | ' | ' | ' | 'Enterprise may terminate the agreement in the event of the Companybs material breach of the Agreement if such breach remains uncured for 90 days following receipt of written notice of such breach. |
Notice period for termination of license agreement | ' | ' | ' | ' | ' | ' | ' | ' | '90 days |
Loan agreement, maximum borrowing capacity | ' | ' | ' | ' | ' | 25,000,000 | ' | ' | ' |
Loan agreement, amount borrowed | ' | ' | ' | ' | 10,000,000 | ' | ' | ' | ' |
Loan agreement, facility charge | ' | ' | ' | 150,000 | ' | ' | 100,000 | ' | ' |
Loan agreement, commitment fee paid | ' | ' | ' | 37,500 | ' | ' | ' | ' | ' |
Loan agreement, amount borrowed | ' | ' | ' | ' | ' | ' | 15,000,000 | ' | ' |
Expiration date of tranche | ' | ' | ' | ' | ' | ' | ' | 31-May-05 | ' |
Loan agreement, terms on interest rate calculation | ' | ' | 'The interest rate for each tranche will be calculated at a rate equal to the greater of either (i)B 8.25% plus the prime rate as reported from time to time in The Wall Street Journal minus 5.25%, and (ii)B 8.25%. Payments under the Loan Agreement are interest only until AugustB 1, 2015 (which will be extended until FebruaryB 1, 2016 if the Company achieves the Milestone on or before MayB 31, 2015) | ' | ' | ' | ' | ' | ' |
Loan agreement, final payment amount | ' | ' | 1,750,000 | ' | ' | ' | ' | ' | ' |
Loan agreement, interest rate during the period | ' | ' | 8.25% | ' | ' | ' | ' | ' | ' |
Loan agreement, percentage to be reduced from interest rate under condition | ' | ' | 5.25% | ' | ' | ' | ' | ' | ' |
Prepayment charge | ' | ' | 1.50% | ' | ' | ' | ' | ' | ' |
Maximum convertible limit of principal installment | ' | ' | $3,000,000 | ' | ' | ' | ' | ' | ' |
Conversion price | ' | ' | $16.33 | ' | ' | ' | ' | ' | ' |
Addition in interest rate on default | ' | ' | 5.00% | ' | ' | ' | ' | ' | ' |