Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Mar. 15, 2015 | Jun. 30, 2014 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | FALSE | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | ALDX | ||
Entity Registrant Name | ALDEYRA THERAPEUTICS, INC. | ||
Entity Central Index Key | 1341235 | ||
Current Fiscal Year End Date | -19 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Common Stock, Shares Outstanding | 6,890,023 | ||
Entity Public Float | $11,936,438 |
Balance_Sheets
Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Current assets: | ||
Cash and cash equivalents | $8,527,304 | $3,262,354 |
Prepaid expenses and other current assets | 232,568 | 8,412 |
Total current assets | 8,759,872 | 3,270,766 |
Deferred offering costs | 14,238 | 472,467 |
Fixed assets, net | 12,993 | |
Total assets | 8,787,103 | 3,743,233 |
Current liabilities: | ||
Accounts payable | 341,294 | 341,853 |
Convertible notes payable - related parties | 85,000 | |
Accrued interest on convertible notes payable - related parties | 2,125 | |
Accrued expenses | 908,724 | 117,873 |
Current portion of credit facility | 77,546 | 58,160 |
Total current liabilities | 1,327,564 | 605,011 |
Credit facility, net of current portion and debt discount | 1,175,481 | 1,129,015 |
Accrued deferred offering costs | 394,368 | |
Convertible preferred stock warrant liability | 253,247 | |
Convertible preferred stock warrant liabilities - related parties | 3,265,620 | |
Total liabilities | 2,503,045 | 5,647,261 |
Commitments and contingencies (Note 13) | ||
Redeemable convertible preferred stock: | ||
Redeemable convertible preferred stock | 38,317,298 | |
Stockholders' equity (deficit): | ||
Preferred stock, value | ||
Additional paid-in capital | 1,102,685 | |
Additional pain-in capital | 52,790,090 | |
Accumulated deficit | -46,511,597 | -41,324,338 |
Total stockholders' equity (deficit) | 6,284,058 | -40,221,326 |
Total liabilities, redeemable convertible preferred stock and stockholders' equity (deficit) | 8,787,103 | 3,743,233 |
Series A Preferred Stock [Member] | ||
Redeemable convertible preferred stock: | ||
Redeemable convertible preferred stock | 29,291,865 | |
Stockholders' equity (deficit): | ||
Total stockholders' equity (deficit) | 29,291,865 | |
Series B Preferred Stock [Member] | ||
Redeemable convertible preferred stock: | ||
Redeemable convertible preferred stock | 9,025,433 | |
Stockholders' equity (deficit): | ||
Total stockholders' equity (deficit) | 9,025,433 | |
Common stock, voting [Member] | ||
Stockholders' equity (deficit): | ||
Common stock, non-voting, $0.001 par value; none authorized, issued and outstanding as of December 31, 2014; 65,000,000 authorized, none issued and outstanding as of December 31, 2013 | $5,565 | $327 |
Balance_Sheets_Parenthetical
Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Preferred Stock, par value | $0.00 | $0.00 |
Preferred Stock, shares authorized | 15,000,000 | 0 |
Preferred Stock, shares issued | 0 | 0 |
Preferred Stock, shares outstanding | 0 | 0 |
Series A Preferred Stock [Member] | ||
Preferred Stock, par value | $0.00 | |
Preferred Stock, shares authorized | 0 | 24,000,000 |
Preferred Stock, shares issued | 0 | 980,391 |
Preferred Stock, shares outstanding | 0 | 980,391 |
Series B Preferred Stock [Member] | ||
Preferred Stock, par value | $0.00 | |
Preferred Stock, shares authorized | 0 | 38,000,000 |
Preferred Stock, shares issued | 0 | 1,316,681 |
Preferred Stock, shares outstanding | 0 | 1,316,681 |
Common stock, voting [Member] | ||
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 15,000,000 | 65,000,000 |
Common stock, shares issued | 5,565,415 | 327,365 |
Common stock, shares outstanding | 5,565,415 | 327,365 |
Common stock, non-voting [Member] | ||
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 0 | 65,000,000 |
Common stock, shares issued | 0 | 0 |
Common stock, shares outstanding | 0 | 0 |
Statements_of_Operations_and_C
Statements of Operations and Comprehensive Income (Loss) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Operating expenses: | ||
Research and development | $3,707,544 | $1,541,681 |
General and administrative | 3,563,046 | 2,134,726 |
Loss from operations | -7,270,590 | -3,676,407 |
Other income (expense): | ||
Change in fair value of preferred stock warrant liabilities | 2,327,502 | 720,785 |
Change in fair value of convertible preferred stock rights and rights option liabilities | 16,175,386 | |
Interest income | 3 | 31 |
Interest expense | -244,174 | -159,323 |
Total other income, net | 2,083,331 | 16,736,879 |
Net (loss) income and comprehensive (loss) income | -5,187,259 | 13,060,472 |
Accretion of preferred stock | -333,082 | -822,550 |
Allocation of undistributed earnings to preferred stockholders | -11,128,012 | |
Deemed dividend | -4,053,570 | |
Net (loss) income attributable to common stockholders | ($9,573,911) | $1,109,910 |
Net (loss) income per share attributable to common stockholders: | ||
Basic | ($2.51) | $3.49 |
Diluted | ($3.09) | ($17.61) |
Weighted average common shares outstanding: | ||
Basic | 3,818,157 | 318,429 |
Diluted | 3,850,612 | 855,508 |
Statements_of_Redeemable_Conve
Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) (USD $) | Total | Series A Preferred Stock [Member] | Series B Preferred Stock [Member] | Redeemable Convertible Preferred Stock [Member] | Common Voting Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Beginning Balance at Dec. 31, 2012 | ($54,384,496) | $29,063,167 | $166,667 | $29,229,834 | $314 | ($54,384,810) | |
Beginning Balance, Shares at Dec. 31, 2012 | 980,391 | 928,995 | 314,419 | ||||
Stock-based compensation | 1,701,713 | 1,701,713 | |||||
Allocation of fair value of investor right to Series B preferred stock | 6,264,914 | 6,264,914 | |||||
Issuance of Series B preferred stock, net of issuance costs and warrant liability | 2,000,000 | 2,000,000 | |||||
Issuance of Series B preferred stock, net of issuance costs and warrant liability,shares | 387,686 | ||||||
President and CEO contributed services | 46,388 | 46,388 | |||||
Issuance of restricted stock awards | 7,147 | 13 | 7,134 | ||||
Issuance of restricted stock awards, Shares | 12,946 | ||||||
Accretion of discounts and issuance costs on preferred stock | -822,550 | 228,698 | 593,852 | 822,550 | -822,550 | ||
Beneficial conversion feature on convertible promissory note | 170,000 | 170,000 | |||||
Net income | 13,060,472 | 13,060,472 | |||||
Ending Balance at Dec. 31, 2013 | -40,221,326 | 29,291,865 | 9,025,433 | 38,317,298 | 327 | 1,102,685 | -41,324,338 |
Ending Balance, Shares at Dec. 31, 2013 | 980,391 | 1,316,681 | 327,365 | ||||
Stock-based compensation | 2,037,073 | 2,037,073 | |||||
Accretion of discounts and issuance costs on preferred stock | -333,082 | 78,037 | 255,045 | 333,082 | -333,082 | ||
Issuance of common stock, net of issuance costs | 9,976,907 | 1,500 | 9,975,407 | ||||
Issuance of common stock, net of issuance costs, Shares | 1,500,000 | ||||||
Conversion of Preferred | 38,650,380 | -29,369,902 | -9,280,478 | -38,650,380 | 3,643 | 38,646,737 | |
Conversion of Preferred, Shares | 3,642,799 | -980,391 | -1,316,681 | 3,642,799 | |||
Net exercise of warrants | 1,191,365 | 74 | 1,191,291 | ||||
Net exercise of warrants, Shares | 74,001 | ||||||
Beneficial conversion feature on convertible promissory note | 170,000 | 21 | 169,979 | ||||
Conversion feature on convertible promissory note, Shares | 21,250 | ||||||
Net income | -5,187,259 | -5,187,259 | |||||
Ending Balance at Dec. 31, 2014 | $6,284,058 | $5,565 | $52,790,090 | ($46,511,597) | |||
Ending Balance, Shares at Dec. 31, 2014 | 5,565,415 |
Statements_of_Cash_Flows
Statements of Cash Flows (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income (loss) | ($5,187,259) | $13,060,472 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Stock-based compensation | 2,037,073 | 1,701,713 |
President and CEO contributed services | 46,388 | |
Amortization of debt discount - non-cash interest expense | 150,852 | 121,374 |
Change in fair value of warrant liability, purchase rights and warrant purchase rights | -2,327,502 | -16,896,171 |
Depreciation | 1,069 | |
Change in assets and liabilities: (Increase) decrease | ||
Prepaid expenses and other current assets | -224,156 | -5,462 |
Accounts payable | -559 | 269,315 |
Accrued interest on convertible notes related parties | -2,125 | 2,125 |
Accrued expenses | 776,613 | -6,355 |
Net cash used in operating activities | -4,775,994 | -1,706,601 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Acquisitions of property and equipment | -14,062 | |
Net cash used in investing activities | -14,062 | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of common stock, net of issuance costs | 10,055,006 | |
Proceeds from convertible notes payable - related parties | 170,000 | |
Proceeds from issuance of restricted common stock | 7,147 | |
Borrowings under credit facility, net | 1,395,833 | 1,000,000 |
Repayments of credit facility | -1,395,833 | -104,167 |
Cash paid for deferred offering costs | -78,099 | |
Net proceeds from issuance of Series B redeemable convertible preferred stock | 2,750,436 | |
Net cash provided by financing activities | 10,055,006 | 3,745,317 |
NET INCREASE IN CASH | 5,264,950 | 2,038,716 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 3,262,354 | 1,223,638 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 8,527,304 | 3,262,354 |
Cash paid during the period for: | ||
Interest | 96,794 | 34,825 |
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES: | ||
Accretion of redeemable convertible preferred stock | 333,082 | 822,550 |
Conversion of notes payable | 170,000 | |
Net exercise of warrants into common stock | 1,191,365 | |
Allocation of fair value of investor purchase rights to redeemable convertible preferred stock | 6,264,914 | |
Warrants issued to underwriter in initial public offering | 315,388 | |
Fair value warrants in connection with credit facility | 177,952 | |
Offeratory costs in connection with Series B redeemable convertible preferred stock issuance in accrued expenses | 17,200 | |
Deferred offering costs not yet paid | 14,238 | 394,368 |
Exercise of Series B warrant purchase rights into warrants | 1,793,600 | |
Series A Preferred Stock [Member] | ||
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES: | ||
Conversion of Series A and B preferred stock upon closing initial public offering | 29,369,902 | |
Series B Preferred Stock [Member] | ||
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES: | ||
Conversion of Series A and B preferred stock upon closing initial public offering | $9,280,478 |
Nature_of_Business
Nature of Business | 12 Months Ended | |
Dec. 31, 2014 | ||
Accounting Policies [Abstract] | ||
Nature of Business | 1 | NATURE OF BUSINESS |
Aldeyra Therapeutics, Inc. (the Company or Aldeyra) was incorporated in the state of Delaware on August 13, 2004 as Neuron Systems, Inc. On December 20, 2012, the Company changed its name to Aldexa Therapeutics, Inc. and on March 17, 2014 the Company changed its name to Aldeyra Therapeutics, Inc. The Company is developing a treatment for diseases related to high levels of free aldehydes, naturally occurring pro-inflammatory toxins. The ongoing research and development activities will be subject to extensive regulation by numerous governmental authorities in the United States. Prior to marketing in the United States, any drug developed by the Company must undergo rigorous preclinical and clinical testing and an extensive regulatory approval process implemented by the United States Food and Drug Administration (FDA) under the Food, Drug and Cosmetic Act. The Company has limited experience in conducting and managing the preclinical and clinical testing necessary to obtain regulatory approval. There can be no assurance that the Company will not encounter problems in the clinical trials that will cause the Company or the FDA to delay or suspend clinical trials. | ||
The Company’s success will depend in part on its ability to obtain patents and product license rights, maintain trade secrets, and operate without infringing on the property rights of others, both in the United States and other countries. There can be no assurance that patents issued to or licensed by the Company will not be challenged, invalidated, circumvented, or that the rights granted thereunder will provide proprietary protection or competitive advantages to the Company. | ||
The Company’s principal activities to date include raising capital and research and development activities. |
Basis_of_Presentation
Basis of Presentation | 12 Months Ended | |
Dec. 31, 2014 | ||
Accounting Policies [Abstract] | ||
Basis of Presentation | 2 | BASIS OF PRESENTATION |
Basis of Presentation and Management’s Plans – The accompanying financial statements were prepared in conformity with accounting principles generally accepted in the United States of America (US GAAP). | ||
Liquidity – At December 31, 2014, the Company had an accumulated deficit of approximately $46.5 million and cash and cash equivalents of approximately $8.5 million. | ||
On May 7, 2014, the Company closed its Initial Public Offering, in which 1,500,000 shares of common stock were sold at a price to the public of $8.00 per share for an aggregate offering price of $12.0 million. The offer and sale of all of the shares in the Initial Public Offering were registered under the Securities Act of the 1933, as amended, pursuant to a registration statement on Form S-1 (File No. 333-193204), which was declared effective by the SEC on May 1, 2014. The offering commenced as of May 1, 2014 and did not terminate before all of the securities registered in the registration statement were sold. Aegis Capital Corp. acted as the sole manager of the offering and as representative of the underwriters. The Company raised approximately $10.1 million in net proceeds after deducting underwriting discounts and commissions of $0.8 million, $1.0 million in prepaid offering and printing costs and other offering costs of $0.2 million. | ||
On January 15, 2015, the Company sold, in a private placement, an aggregate of approximately 1.1 million shares of common stock at a price of $7.00 per share. Investors received warrants to purchase up to approximately 1.1 million shares of common stock at an exercise price of $9.50. The warrants will expire 3 years from the date of issuance. The warrants do not include a net-exercise feature. The warrants may be redeemed by the Company at a price of $0.001 per share upon notice to the holders in the event that the closing bid for Aldeyra’s common stock for each of the fifteen consecutive trading days prior to such redemption is at least $20.00 per share and the average trading volume of Aldeyra’s common stock during such period is 50,000 shares per day. Following Aldeyra’s notification to the warrant holders of its exercise of the redemption right under the warrants, each warrant holder will have the option to exercise their warrants prior to the redemption date rather than having them redeemed. The Company raised approximately $7.1 million in net proceeds in the private placement of common stock and warrants. | ||
On January 22, 2015, in a subsequent private placement, the Company sold an aggregate of 211,528 shares of common stock at a price of $9.33 per share and a warrant to purchase up to 211,528 shares of common stock at a price of $0.125 per share subject to the warrant. The exercise price of the warrant is $9.50 per share. The warrant will expire 3 years from the date of issuance. The warrant does not include a net-exercise feature. The warrant may be redeemed by the Company at a price of $0.001 per share upon notice to the holder thereof in the event that the closing bid for Aldeyra’s common stock for each of the fifteen consecutive trading days prior to such redemption is at least $20.00 per share and the average trading volume of Aldeyra’s common stock during such period is 50,000 shares per day. Following Aldeyra’s notification to the warrant holder of its exercise of the redemption right under the warrant, the warrant holder will have the option to exercise the warrant prior to the redemption date rather than having it redeemed. The company raised approximately $2.0 million in net proceeds in the private placement of common stock and a warrant to purchase common stock. | ||
In addition, as discussed in Note 7, in November 2014, the Company amended its credit facility (the Credit Facility) with Square 1. Square 1 agreed to make term loans in a principal amount of up to $5,000,000 available to the Company with proceeds to be used first to refinance outstanding loans from Square 1, second to fund expenses related to the Company’s clinical trials, and the remainder for general working capital purposes. The term loans are to be made available to the Company upon the following terms: (i) $2,000,000 was made available on November 10, 2014; and (ii) $3,000,000 (the Tranche B Loan) is to be made available to the Company following the satisfaction of certain conditions, including receipt of positive phase 2 data in either SLS or noninfectious anterior uveitis. Each term loan accrues interest from its date of issue at a variable annual interest rate equal to the greater of 2.0% plus prime or 5.25% per annum. Any term loan made is payable as interest-only prior to November 2015 and thereafter is payable in monthly installments of principal plus accrued interest over 36 months. The Credit Facility is collateralized by the Company’s assets, including its intellectual property. | ||
The Company’s management believes that its currently available resources, including funds obtained from the January 2015 private placements and amounts available under the Credit Facility, will provide sufficient funds to enable the Company to meet its obligations through at least the end of 2016. The Company will need to raise additional capital to implement its near-term business plan. Additional funding may not be available to the Company on acceptable terms, or at all. If the Company is unable to secure additional capital, or meet financial covenants that could be implemented under the Company’s term loans in certain circumstances, it will be required to significantly decrease the amount of planned expenditures, and may be required to cease operations. | ||
Curtailment of operations would cause significant delays in the Company’s efforts to introduce its products to market, which is critical to the realization of its business plan and the future operations of the Company. | ||
Use of Estimates – The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. The Company evaluates its estimates and assumptions on an ongoing basis. The most significant estimates in the Company’s financial statements relate to accruals, including research and development costs, accounting for income taxes and the related valuation allowance, estimating the fair value of the Company’s common and preferred stock, preferred stock warrants, purchase rights and warrant purchase rights, and accounting for stock based compensation and the related fair value. 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. | ||
Segment Information – Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company views its operations and manages its business in one segment, which is the identification and development of a treatment for diseases related to high levels of free aldehydes. | ||
Cash and Cash Equivalents – The Company considers all investments purchased with an original maturity of three months or less when acquired to be cash equivalents. | ||
Fair Value of Financial Instruments – Financial instruments including cash and cash equivalents approximate their fair value based on the short maturities of those instruments. The carrying amount of the Company’s term loans under its credit facility approximates market rates currently available to the Company. The fair value of our derivative instruments, including warrants and forms of preferred stock purchase rights, are more fully described in Note 4. | ||
Concentration of Credit Risk – The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents. Substantially all of the Company’s cash is held at one financial institution that management believes to be of high-credit quality. Deposits with these financial institutions may exceed the amount of insurance provided on such deposits; however, these deposits may be redeemed upon demand and, therefore, bear minimal risk. | ||
Intellectual Property – The legal and professional costs incurred by the Company to acquire its patent rights are expensed as incurred and included in operating expenses. At December 31, 2014 and 2013, the Company has determined that these expenses have not met the criteria to be capitalized. Intellectual property related expenses for the years ended December 31, 2014 and 2013 were $184,517 and $189,965, respectively. | ||
Income Taxes – The Company follows the provisions of FASB ASC 740, Income Taxes, in reporting deferred income taxes. ASC 740 requires a company to recognize deferred tax liabilities and assets for expected future income tax consequences of events that have been recognized in the Company’s financial statements. Under this method, deferred tax assets and liabilities are determined based on temporary differences between financial statement carrying amounts and the tax basis of assets and liabilities using enacted tax rates in the years in which the temporary differences are expected to reverse. Valuation allowances are provided if based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. | ||
The Company accounts for uncertain tax positions pursuant to ASC 740 which prescribes a recognition threshold and measurement process for financial statement recognition of uncertain tax positions taken or expected to be taken in a tax return. If the tax position meets this threshold, the benefit to be recognized is measured as the tax benefit having the highest likelihood of being realized upon ultimate settlement with the taxing authority. The Company recognizes interest accrued related to unrecognized tax benefits and penalties in the provision for income taxes. Management is not aware of any uncertain tax positions. | ||
Research and Development Costs – Research and development costs are charged to expense as incurred. Research and development expenses include consulting expenses, preclinical studies, clinical trials, clinical trial materials, regulatory and clinical consultants, lab supplies, lab services, lab equipment maintenance and small equipment purchased to support the research laboratory. Research and development costs that are paid in advance of performance are capitalized as a prepaid expense until incurred. | ||
Stock-Based Compensation – Stock-based payments are accounted for in accordance with the provisions of ASC 718, Compensation – Stock Compensation. For options, the fair value of stock-based payments is estimated, on the date of grant, using the Black-Scholes option pricing model. For restricted stock, fair value is based on the fair value of the stock on the date of grant. The resulting fair value for restricted stock and options is recognized ratably over the requisite service period, which is generally the vesting period of the applicable restricted stock or option. | ||
Equity instruments issued to nonemployees are accounted for under the provisions of ASC 718 and ASC 505-50, Equity – Equity-Based Payments to Non-Employees. Accordingly, the estimated fair value of the equity instrument is recorded on the earlier of the performance commitment date or the date the services are completed and are marked to market through the date of vesting. | ||
From time to time the Company may grant awards with performance conditions necessary to be achieved in order to vest in the award. The company records compensation expense for those awards over the vesting period of the award to the extent the performance conditions are deemed probable of achievement. | ||
From time to time the Company may grant awards with a market condition necessary to be achieved in order to vest in the award. The Company records compensation expense for those awards over the vesting period of the award on a straight-line basis utilizing Monte Carlo simulations to estimate the timing and number of shares that are most likely to vest. | ||
Comprehensive (Loss) Income – Comprehensive (loss) income is defined as the change in equity (deficit) during a period from transactions and other events and/or circumstances from non-owner sources. For all periods presented, comprehensive (loss) income is equal to net (loss) income. | ||
Net (Loss) Income Applicable to Common Stock – The Company computes net (loss) income per share in accordance with the two-class method. Under the two-class method, net income is allocated between common stock and other participating securities based on their participation rights. The Company has determined that their outstanding Series A and Series B Preferred Stock represents a participating security and as such the preferred shares are excluded from basic earnings per share. Net losses are not allocated to the preferred stockholders for computing net loss per share under the two-class method because preferred stockholders do not have contractual obligations to share in the losses of the Company. Basic earnings per share is calculated by dividing income allocable to common stockholders (after reduction for preferred stock dividends assuming current income for the period had been distributed) by the weighted average number of common stock outstanding. | ||
Diluted net (loss) income per share is computed using the more dilutive of (a) the two-class method, or (b) the if-converted method or treasury stock method, as applicable, to the potentially dilutive instruments. The Company allocates net income first to preferred stockholders based on dividend rights and then to common and preferred stockholders based on ownership interests. The weighted-average number of common shares outstanding gives effect to all potentially dilutive common equivalent shares, including outstanding stock options and restricted stock, warrants, rights to purchase additional shares of preferred stock, rights for warrants to purchase preferred stock and convertible debt. | ||
Recent Accounting Pronouncements – In August 2014, the FASB issued Accounting Standards Update (ASU) No. 2014-15, Going Concern (ASU 2014-15). ASU 2014-15 provides GAAP guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and about related footnote disclosures. For each reporting period, management will be required to evaluate whether there are conditions or events that raise substantial doubt about a company’s ability to continue as a going concern within one year from the date the financial statements are issued. The standard will be effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Early application is permitted for annual or interim reporting periods for which the financial statements have not previously been issued. Upon adoption the Company will use the guidance in ASU 2014-15 to assess going concern. | ||
In June 2014, the Financial Accounting Standards Board (FASB) amended its guidance on development stage entities 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). The amendment removed all incremental financial reporting requirements from GAAP for development stage entities. ASU 2014-10 is effective for interim and annual periods beginning after December 15, 2014, with early adoption permitted. The Company adopted this guidance in the quarterly period ended June 30, 2014. Prior to the Company’s adoption of this guidance, the Company was a development stage entity because it devoted substantially all of its efforts to research and development of products to treat diseases for which planned principal operations have not commenced. The adoption of this guidance did not have a material impact on the Company’s financial position, results of operations or cash flows other than the removal of inception-to-date information about income statement line items, cash flows, and equity transactions. | ||
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (ASU 2014-09). The amendments in ASU 2014-09 provide for a single, principles-based model for revenue recognition that replaces the existing revenue recognition guidance. ASU 2014-09 is effective for annual and interim periods beginning on or after December 15, 2016 and will replace most existing revenue recognition guidance under GAAP when it becomes effective. It permits the use of either a retrospective or cumulative effect transition method and early adoption is not permitted. As the Company has not generated revenues, the Company has not yet selected a transition method and is in the process of evaluating the effect this standard will have on its financial statements and related disclosures. |
Net_Loss_Income_Attributable_t
Net (Loss) Income Attributable to Common Stockholders | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Earnings Per Share [Abstract] | |||||||||
Net (Loss) Income Attributable to Common Stockholders | 3 | NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS | |||||||
Net (loss) income attributable to common stockholders | |||||||||
The following table summarizes the computation of basic and diluted net (loss) income per share attributable to common stockholders of the Company: | |||||||||
Years Ended December 31, | |||||||||
2014 | 2013 | ||||||||
Numerator: | |||||||||
Basic | |||||||||
Net (loss) income and comprehensive (loss) income | $ | (5,187,259 | ) | $ | 13,060,472 | ||||
Accretion of preferred stock | (333,082 | ) | (822,550 | ) | |||||
Allocation of undistributed earnings to preferred stockholders | — | (11,128,012 | ) | ||||||
Deemed dividend | (4,053,570 | ) | — | ||||||
Net (loss) income attributable to common stockholders – basic | $ | (9,573,911 | ) | $ | 1,109,910 | ||||
Diluted | |||||||||
Net (loss) income attributable to common stockholders – basic | (9,573,911 | ) | 1,109,910 | ||||||
Less: change in fair value of derivative liabilities | (2,327,502 | ) | (16,175,386 | ) | |||||
Net (loss) income available to common stockholders – diluted | $ | (11,901,413 | ) | $ | (15,065,476 | ) | |||
Denominator: | |||||||||
Basic | |||||||||
Weighted-average number of common shares – basic | 3,818,157 | 318,429 | |||||||
Diluted | |||||||||
Weighted-average number of common shares – basic | 3,818,157 | 318,429 | |||||||
Rights (treasury stock) | — | 429,663 | |||||||
Warrants (treasury stock) | 32,455 | — | |||||||
Warrants purchase rights (treasury stock) | — | 107,416 | |||||||
Total weighted average number of common shares – diluted | 3,850,612 | 855,508 | |||||||
Net income (loss) per share: | |||||||||
Basic | $ | (2.51 | ) | $ | 3.49 | ||||
Diluted | $ | (3.09 | ) | $ | (17.61 | ) | |||
For the year ended December 31, 2013, the Company corrected its calculation of weighted average common shares on a diluted basis from what the Company had disclosed previously for the same period which primarily consisted of stock options. The prospective modification resulted in a change to the weighted average number of common shares – diluted from 857,183 on a reverse split adjusted basis to 855,508 which had a $(0.03) per share impact. | |||||||||
The following potentially dilutive securities outstanding, prior to use of the treasury stock method or if-converted method, have been excluded from the computation of diluted weighted-average shares outstanding, because such securities had an antidilutive impact: | |||||||||
Years ended December 31, | |||||||||
2014 | 2013 | ||||||||
Options to purchase common stock | 180,939 | 1,675 | |||||||
Warrants to purchase Preferred Stock | — | 83,454 | |||||||
Preferred Stock | 1,207,615 | 2,789,532 | |||||||
Convertible note payable-related parties | 7,393 | 7,053 | |||||||
Total of common stock equivalents | 1,395,947 | 2,881,714 | |||||||
Fair_Value_Measurements
Fair Value Measurements | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||
Fair Value Measurements | 4 | FAIR VALUE MEASUREMENTS | |||||||||||||||
As of December 31, 2014 and 2013, the carrying amounts of cash and cash equivalents approximated their estimated fair values because of the short term nature of these financial instruments. The carrying value of the Company’s credit facility and convertible notes – related parties in current and long-term liabilities approximates fair value because the Company’s interest rate yield (which is considered to be a level 2 input) is near current market rates available to the Company. | |||||||||||||||||
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value are performed in a manner to maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820, Fair Value Measurements, establishes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value, which are the following: | |||||||||||||||||
Level 1 – Quoted prices in active markets that are accessible at the market date for identical unrestricted assets or liabilities. | |||||||||||||||||
Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs for which all significant inputs are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. | |||||||||||||||||
Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. | |||||||||||||||||
There were no assets or liabilities measured at fair value at December 31, 2014. Liabilities measured at fair value on a recurring basis as of December 31, 2013 are as follows: | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
December 31, 2013: | |||||||||||||||||
Liabilities: | |||||||||||||||||
Preferred Stock Warrant Liability – Series B Preferred Stock | $ | — | $ | — | $ | 3,439,059 | $ | 3,439,059 | |||||||||
Preferred Stock Warrant Liability – Series A Preferred Stock | — | — | 79,808 | 79,808 | |||||||||||||
Total | $ | — | $ | — | $ | 3,518,867 | $ | 3,518,867 | |||||||||
The reconciliation of the Company’s liabilities measured at fair value on a recurring basis using unobservable inputs (Level 3) is as follows: | |||||||||||||||||
Preferred stock warrant liability – Series A Preferred Stock: | |||||||||||||||||
Year Ended | Year Ended | ||||||||||||||||
December 31, | December 31, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
Balance at beginning of period | $ | 79,808 | $ | 87,600 | |||||||||||||
Net exercise of Series A Warrants | (29,247 | ) | — | ||||||||||||||
Change in fair value | (50,561 | ) | (7,792 | ) | |||||||||||||
Balance at end of period | $ | — | $ | 79,808 | |||||||||||||
Preferred stock warrant liability – Series B Preferred Stock: | |||||||||||||||||
Year Ended | Year Ended | ||||||||||||||||
December 31, | December 31, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
Balance at beginning of period | $ | 3,439,059 | $ | 2,180,500 | |||||||||||||
Net exercise of Series B Warrants | (1,162,118 | ) | — | ||||||||||||||
Exercise of warrants purchase rights into Series B Warrants | — | 1,793,600 | |||||||||||||||
Warrant liability – Series B | — | 177,952 | |||||||||||||||
Change in fair value | (2,276,941 | ) | (712,993 | ) | |||||||||||||
Balance at end of period | $ | — | $ | 3,439,059 | |||||||||||||
The Company’s preferred stock warrant liabilities were classified as level 3 and valued using the Black-Scholes-Merton (Black-Scholes) model. The fair values were derived by applying the assumptions described below. These liabilities increased or decreased each period based on the fluctuations of the fair value of the underlying preferred security. | |||||||||||||||||
The table below shows the inputs used by instrument to determine the fair value measurements at December 31, 2013: | |||||||||||||||||
December 31, 2013 | |||||||||||||||||
Preferred stock warrant liability – Series A | |||||||||||||||||
Expected dividend yield | 0 | % | |||||||||||||||
Anticipated volatility | 88.57 | % | |||||||||||||||
Estimated stock price | $ | 45.2 | |||||||||||||||
Exercise price | $ | 12.24 | |||||||||||||||
Expected life (years) | 5.28 | ||||||||||||||||
Risk free interest rate | 1.75 | % | |||||||||||||||
Preferred stock warrant liabilities – Series B | |||||||||||||||||
Expected dividend yield | 0 | % | |||||||||||||||
Anticipated volatility | 88.57 | % | |||||||||||||||
Estimated stock price | $ | 19.92 | |||||||||||||||
Exercise price | $ | 5.16 | |||||||||||||||
Expected life (years) | 3.97 – 6.89 | ||||||||||||||||
Risk free interest rate | 0.78% – 2.45 | % |
Accrued_Expenses
Accrued Expenses | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Payables and Accruals [Abstract] | |||||||||
Accrued Expenses | 5 | ACCRUED EXPENSES | |||||||
Accrued expenses at December 31, 2014 and 2013 were: | |||||||||
2014 | 2013 | ||||||||
Legal expenses | 41,985 | 38,102 | |||||||
Research and development expenses | 313,642 | 4,410 | |||||||
Compensation accruals and payroll taxes | 444,786 | 8,837 | |||||||
Accounting services, taxes and other | 106,886 | 63,752 | |||||||
Interest | 1,425 | 2,772 | |||||||
Total | $ | 908,724 | $ | 117,873 | |||||
Convertible_Notes_Payable_Rela
Convertible Notes Payable - Related Parties | 12 Months Ended | |
Dec. 31, 2014 | ||
Text Block [Abstract] | ||
Convertible Notes Payable - Related Parties | 6 | CONVERTIBLE NOTES PAYABLE – RELATED PARTIES |
In October 2013, the Company issued a convertible promissory note to Domain Partners VI, L.P., a related party, in a principal amount of $170,000, which was amended in February 2014 to extend its maturity date. The amendment to the note was determined to be a modification in accordance with ASC 470, Debt, and did not result in extinguishment. The note accrued interest at a rate of 6% per annum, and was to become due and payable in June 2014 unless converted into shares of the Company’s capital stock prior to such time pursuant to its terms. | ||
The Company recorded the difference between the current Series B Preferred Stock Conversion price and the fair value of the Series B Preferred Stock at the date of issuance, limited to the face amount of the convertible promissory note of $170,000, as a beneficial conversion feature. This was reflected as a debt discount and was amortized to interest expense through the note’s maturity date. | ||
Upon the Company’s Initial Public Offering in May 2014, the note automatically converted into 21,250 shares of the Company’s common stock. As of that date the remaining beneficial conversion feature was expensed. |
Credit_Facility
Credit Facility | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Debt Disclosure [Abstract] | |||||
Credit Facility | 7 | CREDIT FACILITY | |||
In April 2012, the Company entered into a loan and security agreement (the Credit Facility) with Square 1 Bank (Square 1) with availability in the amount of $500,000 to help fund operations of the Company. The Credit Facility was subsequently amended in November 2013 to provide the Company with an additional $1.0 million of available funds. The Company received an advance payment of $1.0 million in November 2013 through a term loan. The amended Credit Facility called for interest only payments at a 6.50% interest rate from November 2013 through November 2014 for all amounts outstanding, inclusive of those amounts originally drawn during 2012 prior to the amendment, at which point, the Company is required to make principal payments of $58,160 plus interest through the maturity date of the term loans in November 2016. As of December 31, 2013, $1,395,833 was outstanding under the Credit Facility. In November 2014, the Company and Square 1 amended the Credit Facility. Pursuant to the Credit Facility, Square 1 agreed to make term loans in a principal amount of up to $5,000,000 available to the Company with proceeds to be used first to refinance outstanding loans from Square 1, second to fund expenses related to the Company’s clinical trials, and the remainder for general working capital purposes. The term loans are to be made available to the Company upon the following terms: (i) $2,000,000 was made available in November 2014; and (ii) $3,000,000 (the Tranche B Loan) is to be made available to the Company following the satisfaction of certain conditions, including receipt of positive phase 2 data in either Sjögren-Larsson Syndrome (SLS) or noninfectious anterior uveitis. As of December 31, 2014, $1,395,833 was outstanding under the Credit Facility. Each term loan accrues interest from its date of issue at a variable annual interest rate equal to the greater of 2.0% plus prime or 5.25% per annum. Any term loan made is payable as interest-only prior to November 2015 and thereafter is payable in monthly installments of principal plus accrued interest over 36 months. The Credit Facility is collateralized by the Company’s assets, including its intellectual property. | |||||
Future maturities of the existing term loans under the Credit Facility as of December 31, 2014 are as follows: | |||||
Years | Amount | ||||
2015 | $ | 77,546 | |||
2016 | 465,278 | ||||
2017 | 465,278 | ||||
2018 | 387,731 | ||||
Total | $ | 1,395,833 | |||
In conjunction with obtaining the November 2013 amended credit facility, the Company issued a warrant exercisable for 9,692 shares of Series B Preferred Stock with an exercise price of $5.16 per share and a term of seven years (Note 11). The warrant was valued at $177,952 and, together with the fair value of the warrant issued in connection with the April 12, 2012 Credit Facility ($88,100), was recorded as a discount on the Credit Facility. These discounts are being amortized using the effective interest method through the current maturity date of the Credit Facility in November 2018. The amendment to the credit facility was determined to be a modification in accordance with ASC 470, Debt and did not result in extinguishment. | |||||
At December 31, 2014 and 2013, the Credit Facility is shown net of a remaining debt discount of $142,806 and $208,659, respectively. |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
Income Taxes | 8 | INCOME TAXES | |||||||
No provision for federal taxes has been recorded as the Company has incurred losses since inception for tax purposes. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. | |||||||||
In assessing the realizability of net deferred taxes in accordance with ASC 740, Income Taxes, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. Based on the weight of available evidence, primarily the incurrence of net losses since inception, anticipated net losses in the near future, reversals of existing temporary differences and expiration of various federal and state attributes, the Company does not consider it more likely than not that some or all of the net deferred taxes will be realized. Accordingly, a 100% valuation allowance has been applied against net deferred taxes. | |||||||||
As of December 31, 2014, the Company had Federal and State income tax net operating loss (“NOL”) carryovers of approximately $16.2 million and $13.4 million, respectively, which will expire at various dates through 2034. As of December 31, 2014, the Company had Federal and State tax carryovers of credits for increasing research activities (“R&D tax credits”) of approximately $392,000 and $45,000, respectively, which will expire at various dates through 2034. | |||||||||
In December 2014, legislation was signed into law which retroactively reinstated various tax provisions which had previously expired January 1, 2014, principally related to the Federal R&D credit. The Company has generated a Federal R&D tax credit for 2014. The Company will not be able to generate Federal R&D tax credits in 2015 until and if legislation is enacted. | |||||||||
As of December 31, 2013, the Company had Federal and State income tax NOL carryovers of approximately $10.9 million and $9.8 million, respectively, which will expire at various dates through 2033. As of December 31, 2013 the Company had Federal and State tax carryovers of R&D tax credits of approximately $233,000 and $25,000, respectively, which will expire at various dates through 2033. | |||||||||
Significant components of the Company’s deferred tax assets and liabilities at December 31, 2014 and 2013 are as follows: | |||||||||
Years ended December 31, | |||||||||
2014 | 2013 | ||||||||
Federal & State NOL carryforward | $ | 6,210,836 | $ | 4,206,982 | |||||
Federal & State R&D credit carryforward | 421,828 | 249,106 | |||||||
Intangibles – net | 1,163,905 | 1,395,749 | |||||||
Accounts payable and accrued expenses | 402,062 | 336,324 | |||||||
Stock options | 1,432,312 | 735,595 | |||||||
Other assets | — | (3,833 | ) | ||||||
Note discounts | (56,094 | ) | (133,791 | ) | |||||
Fixed assets | (97 | ) | — | ||||||
Less valuation allowance | (9,574,752 | ) | (6,786,132 | ) | |||||
Net deferred tax assets (liabilities) | $ | — | $ | — | |||||
Under Section 382 of the Internal Revenue Code of 1986, as amended, if a corporation undergoes an “ownership change” (generally defined as a greater than 50% change (by value) in its equity ownership over a three year period), the corporation’s ability to use its pre-change NOL carryforwards and other pre-change tax attributes to offset its post-change income may be limited. The Company believes it underwent a change in ownership during 2008, as defined by Internal Revenue Code Section 382, and the net operating losses and R&D tax credits could be subject to limitation. However, the Company does not believe any of its NOLs and R&D tax credits are limited by this potential ownership change. | |||||||||
All tax years are open for examination by the taxing authorities for both federal and state purposes. | |||||||||
A reconciliation of the federal statutory tax rate of 34% to the Company’s effective income tax rates are as follows: | |||||||||
Years ended December 31, | |||||||||
2014 | 2013 | ||||||||
Statutory tax rate | 34 | % | 34 | % | |||||
State taxes, net of federal benefits | 5.82 | % | — | % | |||||
Mark to market items | 15.26 | % | (42.85 | )% | |||||
Federal research and development credits | 3.07 | % | (0.37 | )% | |||||
Change in valuation allowance | (53.76 | )% | 8.99 | % | |||||
Other | (4.39 | )% | 0.23 | % | |||||
Effective tax rate | 0 | % | 0 | % | |||||
The Company accounts for uncertain tax positions pursuant to ASC 740 which prescribes a recognition threshold and measurement process for financial statement recognition of uncertain tax positions taken or expected to be taken in a tax return. If the tax position meets this threshold, the benefit to be recognized is measured as the tax benefit having the highest likelihood of being realized upon ultimate settlement with the taxing authority. The Company recognizes interest accrued related to unrecognized tax benefits and penalties in the provision for income taxes. Management is not aware of any uncertain tax positions. | |||||||||
Stock_Incentive_Plan
Stock Incentive Plan | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||
Stock Incentive Plan | 9 | STOCK INCENTIVE PLAN | |||||||||||
The Company has three incentive plans. One was adopted in 2004 (2004 Plan) and provided for the granting of stock options and restricted stock awards and generally prescribed a contractual term of seven years. The 2004 Plan terminated in August 2010. However, grants made under the 2004 Plan are still governed by that plan. As of December 31, 2014, options to purchase 23,954 shares of common stock at an exercise price of $3.24 per share remained outstanding under the 2004 Plan. | |||||||||||||
The Company approved the 2010 Employee, Director and Consultant Equity Incentive Plan (2010 Plan) in September 2010 to replace the 2004 Plan. The 2010 Plan provided for the granting of stock options and restricted stock awards. The 2010 Plan terminated upon the Initial Public Offering. As of December 31, 2014, there were no shares available for issuance under the 2010 Plan. However, grants made under the 2010 Plan are still governed by that plan. As of December 31, 2014, options to purchase 585,888 shares of common stock at a weighted average exercise price of $1.41 per share remained outstanding under the 2010 Plan. | |||||||||||||
The Company approved the 2013 Equity Incentive Plan (2013 Plan) in October 2013. The 2013 Plan became effective immediately on adoption although no awards were to be made under it until the effective date of the Registration Statement for the Initial Public Offering. The 2013 Plan provides for the granting of stock options, restricted stock, stock appreciation rights, stock units, and performance cash awards to certain employees, members of the board of directors and consultants of the Company. As of December 31, 2014, the number of shares of common stock authorized for issuance in connection with the 2013 Plan was 625,000. On January 1 of each year the aggregate number of common shares that may be issued under the Plan shall automatically increase by a number equal to the least of (a) 4% of the total number of common shares outstanding on the last calendar day of the prior fiscal year, (b) subject to adjustment for certain corporate transactions, 333,333 common shares, or (c) a number of common shares determined by the Company’s board of directors. As of January 1, 2015, the number of shares of common stock that may be issued under the 2013 Plan was automatically increased by 222,617 shares, increasing the number of shares of common stock available for issuance under the 2013 Plan to 847,617 shares. As of December 31, 2014, options to purchase 264,190 shares of common stock at a weighted average exercise price of $6.84 per share remained outstanding under the 2013 Plan. | |||||||||||||
Terms of stock award agreements, including vesting requirements, are determined by the board of directors, subject to the provisions of the respective plan they were granted. Options granted by the Company typically vest over a four year period. Certain of the options are subject to acceleration of vesting in the event of certain change of control transactions. The options may be granted for a term of up to ten years from the date of grant. The exercise price for options granted under the 2013 Plan must be at a price no less than 100% of the fair market value of a common share on the date of grant. | |||||||||||||
The following table summarizes option activity under the incentive plans: | |||||||||||||
Stock Options | Weighted-Average | ||||||||||||
Outstanding | Exercise Price | ||||||||||||
Options outstanding at December 31, 2012 | 67,232 | $ | 3.24 | ||||||||||
Granted | 542,610 | $ | 1.26 | ||||||||||
Options outstanding at December 31, 2013 | 609,842 | $ | 1.48 | ||||||||||
Granted | 264,190 | $ | 6.84 | ||||||||||
Options outstanding at December 31, 2014 | 874,032 | $ | 3.1 | ||||||||||
Options granted for the year ended December 31, 2013 include two grants of options exercisable for a total of 32,014 common shares for which vesting is contingent on certain performance and market-based conditions. For options granted containing performance conditions, the fair value is determined on the date of grant. For the year ended December 31, 2014, there was $340,372 expense recorded relating to the options as the performance conditions were satisfied in May 2014 and the shares vested. | |||||||||||||
In June 2013, the Company issued 12,948 restricted stock awards, the only restricted stock awards issued by the Company since inception, and then modified the terms on September 8, 2013 to fully vest the awards. Accordingly, the value of the award of $216,000 was fully expensed during the year ended December 31, 2013. The fair value of the award was determined on the grant date fair market value per share. The Company recorded a reduction to the contributed services expense of approximately $173,000 during the year ended December 31, 2013 related to this award as the individual holder of this award transferred 80% of the rights to this award to a stockholder of the Company during September 2013 (Note 12). | |||||||||||||
The following table summarizes information about stock options outstanding at: | |||||||||||||
Period Ending | Number | Outstanding | Exercisable | ||||||||||
Exercisable | Shares | Shares | |||||||||||
Weighted- | Weighted- | ||||||||||||
Average | Average | ||||||||||||
Remaining | Remaining | ||||||||||||
Contractual | Contractual | ||||||||||||
Life | Life | ||||||||||||
December 31, 2014 | 134,294 | 8.74 | 7.47 | ||||||||||
December 31, 2013 | 96,949 | 9.32 | 7.41 | ||||||||||
The Company records stock-based compensation related to stock options granted at fair value. During the years ended December 31, 2014 and 2013, the Company used the Black-Scholes option-pricing model to estimate the fair value of stock option grants and to determine the related compensation expense. The assumptions used in calculating the fair value of stock-based payment awards represent management’s best estimates. The assumptions used in determining fair value of the employee stock options for the years ended December 2014 and 2013, are as follows: | |||||||||||||
December 31, 2014 | December 31, 2013 | ||||||||||||
Expected dividend yield | 0 | % | 0 | % | |||||||||
Anticipated volatility | 88.57 | % | 88.57 | % | |||||||||
Estimated stock price | $ | 4.99 - $8.00 | $ | 10.56 - $11.03 | |||||||||
Exercise price | $ | 4.99 - $8.00 | $ | 0.552 - $4.56 | |||||||||
Expected life (years) | 6.00 - 6.25 | 5.47 - 7.85 | |||||||||||
Risk free interest rate | 1.92% - 2.03 | % | 1.71% - 2.34 | % | |||||||||
The dividend yield of zero is based on the fact that we have never paid cash dividends and have no present intention to pay cash dividends. Expected volatility is based on the historical volatility of a group of similar companies that are publicly traded since we don’t have sufficient historical or implied data of our own. We have estimated the expected life of our employee stock options using the “simplified” method, whereby, the expected life equals the average of the vesting term and the original contractual term of the option for service-based awards since we don’t have sufficient historical or implied data of our own. The risk-free interest rates for periods within the expected life of the option are based on the yields of zero-coupon United States Treasury securities. | |||||||||||||
On June 21, 2013, the Company granted 300,147 employee options to purchase common stock each with an exercise price of $3.24 per share, which is equivalent to the grant date fair value. The awards had various vesting provisions through a period of up to four years. On September 8, 2013, the Company modified the awards. This modification did not affect the remaining service period. This modification reduced the exercise price from $3.24 per share to $0.552 per share. This modification resulted in an increased value from the original grant date of approximately $221,000. This incremental compensation cost is being recorded over the remaining vesting period of approximately four years. On October 30, 2013 the vesting provisions for certain of these options were revised and became based on the Company’s Closing Market Capitalization, as defined. This modification resulted in an increased value from the original grant date of approximately $322,000 and was determined based on Monte Carlo simulations that estimated the timing and number of shares that are most likely to vest. This incremental compensation cost is being recorded over approximately four years, which is the approximate number of years that the Monte Carlo simulations predict that the Closing Market Capitalization could be reached. | |||||||||||||
At December 31, 2014, there is approximately $4.5 million of unrecognized compensation cost relating to stock options outstanding, which the Company expects to recognize over a weighted average period 2.6 years. Total unrecognized compensation cost will be adjusted for future forfeitures, if necessary. | |||||||||||||
The Company has also issued stock options to non-employees at various grant dates from inception. In determining the expense associated with their vesting, those non-employee stock options were valued using the Black-Scholes option-pricing model using the fair value of the common stock and the following assumptions: | |||||||||||||
December 31, 2014 | December 31, 2013 | ||||||||||||
Expected dividend yield | 0 | % | 0 | % | |||||||||
Anticipated volatility | 88.57 | % | 88.57 | % | |||||||||
Estimated stock price | $ | 7.22 | $ | 11.85 | |||||||||
Exercise price | $ | 0.552 | $ | 3.24 | |||||||||
Expected life (years) | 8.69 | 3.27 - 3.35 | |||||||||||
Risk free interest rate | 2.17 | % | 0.78 | % | |||||||||
There were 4,802 options issued to consultants during the year ended December 31, 2013. There were no options granted to consultants during the year ended December 31, 2014. The stock-based compensation is subject to remeasurement and is being expensed over the related service term. | |||||||||||||
There were no options exercised during the years ended December 31, 2014 and 2013. The total aggregate intrinsic value of stock options outstanding as of December 31, 2013 and 2014 was $6.3 million and $3.7 million, respectively. The intrinsic value of options vested as of December 31, 2013 and 2014 was $925,498 (total fair value of $1.1 million) and $1.4 million (total fair value of $1.8 million), respectively. The weighted average exercise price of fully vested shares as of December 31, 2013 and 2014 was $2.06 and $1.57, respectively. The total weighted average grant date fair value of stock options for the years ended December 31, 2013 and 2014 was $10.64 and $6.84 per share, respectively. | |||||||||||||
Stock-based compensation is recognized for stock options granted to employees and non-employees and has been reported in the Company’s statement of operations as follows: | |||||||||||||
Years Ended December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Research and development expenses | $ | 647,150 | $ | 481,598 | |||||||||
General and administrative expenses | 1,389,923 | 1,220,115 | |||||||||||
Total stock-based compensation expense | $ | 2,037,073 | $ | 1,701,713 | |||||||||
Redeemable_Convertible_Preferr
Redeemable Convertible Preferred Stock | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Equity [Abstract] | ||||
Redeemable Convertible Preferred Stock | 10 | REDEEMABLE CONVERTIBLE PREFERRED STOCK | ||
Series A Preferred Stock | ||||
In June 2008, the Company authorized a total of 13,764,706 shares of Series A redeemable, convertible preferred stock (“Series A Preferred Stock”) of which 490,197 shares were issued for $12.24 per share resulting in gross proceeds of $6.0 million and 241,883 shares were issued in connection with the conversion of $2.8 million of bridge notes and related $200,649 of accrued interest. | ||||
In connection with the sale of Series A Preferred Stock, in June 2008, the Company recorded a separate preferred stock liability as the investors received the right to purchase from the Company, on the same terms, 248,311 additional shares of Series A Preferred Stock in a second tranche (“Series A Rights”). The original purchasers of the Series A Preferred Stock in the June transaction had the ability to sell some of the shares of the Series A Preferred Stock and still retained the ability to exercise the right to the future purchase of Series A Preferred Stock and, accordingly, the Series A Rights were determined to be a freestanding derivative liability instrument. | ||||
At the time of issuance, the Company recorded a liability for the initial fair value of the Series A Rights. The Series A Rights were valued at $1.5 million using the Black-Scholes pricing model with the following assumptions: two year expected term, a risk-free rate of 2.98% and volatility of 88.57%. The initial value assigned to the rights was recorded as a discount to the Series A Preferred Stock and the discount is being accreted over the period through the earliest redemption date of the Series A Preferred Stock as a non-cash dividend. | ||||
As the Series A Rights are exercisable for shares of a redeemable instrument, they are classified as a liability in accordance with ASC 480, Distinguishing Liabilities from Equity, and are subject to re-measurement at each balance sheet date and changes to fair value are recognized as a component of other income (expense) in the accompanying statement of operations and comprehensive loss. | ||||
In February 2010, the Series A Preferred Stock investors exercised their Series A Rights to purchase all of the additional shares of Series A Preferred Stock contemplated under the right in a second tranche sale of Series A Preferred Stock. In connection with the second tranche sale, there were 248,311 shares of Series A Preferred Stock issued, all of which were from the exercise of the Series A Rights. The second tranche sale resulted in gross proceeds to the Company of $3.0 million. | ||||
In connection with the exercise of the Series A Rights, the Company performed a final valuation of the Series A Rights immediately prior to exercise resulting in a valuation of approximately $1.9 million and reclassified the fair value on extinguishment to the Series A Preferred Stock purchased in the second tranche. | ||||
In connection with a December 2012 preferred stock transaction, certain features of the Series A Preferred Stock were modified. The significant changes included the following: | ||||
• | Liquidation preference increased from one times the original issue price of the Series A Preferred Stock to three times the original issue price. | |||
• | Participation preference originally capped at three times the original issuance price to no cap on participation. | |||
• | Conversion terms were modified to allow for the conversion price to fully ratchet down to the price on subsequent issuance of equity at a lower price. The terms previously only allowed for a partial ratchet to the lower conversion price. | |||
The change in the terms of the Series A Preferred Stock were evaluated and the change was determined to be a modification. The Company recorded a deemed dividend of $15.7 million for the year ended December 31, 2012 calculated based on the difference in the fair value immediately before and immediately after the modification. This deemed dividend was recognized as an increase to the face value of Series A Preferred Stock with an offset to retained earnings. | ||||
Series B Preferred Stock | ||||
In December 2012, the Company authorized a total of 36,205,634 shares of Series B redeemable, convertible preferred stock (“Series B Preferred Stock”) of which 387,499 shares were issued for $5.16 per share resulting in gross proceeds of $2.0 million and 541,496 shares were issued in connection with the conversion of $2.2 million of convertible notes and related $593,474 of accrued interest. | ||||
Each investor participating in the December 2012 Series B financings, including those holding the Convertible Notes that were converted in connection with the December Series B Preferred Stock financing, received warrants exercisable for a number of shares of Series B Preferred Stock (“Series B Warrants”) equal to the 25% of the shares of Series B Preferred Stock purchased in the financing transaction. There was a total of 96,921 shares underlying Series B Warrants issued in connection with the transaction. The Series B Warrants have an exercise price of $5.16 per share, are immediately exercisable and have a term of five years. As the Series B Warrants are exercisable for redeemable shares, the Company recorded a liability in accordance with ASC 480 for the initial fair value of the Series B Warrants. The Series B Warrants were valued at $2.2 million using the Black-Scholes pricing model with the following assumptions: a term of 5 years, a risk-free rate of 0.77%, volatility of 88.57% and fair value on date of issuance of $25.44 per share. | ||||
In connection with the sale of Series B Preferred Stock in December 2012, the Company recorded a separate preferred stock liability as the investors received the right to purchase from the Company, on the same terms, 928,995 additional shares of Series B Preferred Stock, in a second tranche (“Series B Rights”). The Series B Right also provided for warrants (“Series B Rights-Warrants”) exercisable for Series B Preferred Stock to be issued with the shares exercised under Series B Rights with the same terms and conditions as those warrants issued to the purchasers of the Series B Preferred Stock in the first tranche (“Series B Rights-Warrants”). The Series B Rights provided warrants for 25% of the shares of the Series B Preferred Stock exercised under the right for purchase in the second tranche. The original purchasers of the Series B Preferred Stock in the December transaction had the ability to sell some of the shares of the Series B Preferred Stock and still retained the ability to exercise the right to the future purchase of Series B Preferred Stock and, accordingly, the Series B Rights were determined to be a freestanding derivative liability instrument. | ||||
The Company recorded a preferred stock liability in December 2012 for the initial fair value of the Company’s obligation to sell the convertible preferred stock for the second tranche of Series B Preferred Stock and the associated warrants that would be provided. The Series B Rights preferred stock liability was valued at $18.9 million using the Black-Scholes pricing model with the following assumptions: a 10 month expected term, a risk-free rate of 0.15%, volatility of 88.57% and fair value on date of issuance of $25.44 per share. The Series B Rights-Warrants preferred stock liability was valued at $5.2 million using the Black-Scholes pricing model with the following assumptions: a 10 month expected term, a risk-free rate of 0.13% volatility of 88.57% and fair value on date of issuance of $22.44 per underlying warrant. | ||||
The initial values assigned to the Series B Rights, Series B Rights-Warrants and Series B Warrants were recorded as discounts to the Series B Preferred Stock to the extent of gross proceeds received in connection with the financing transaction and those discounts are being accreted over the period through the earliest redemption date of the Series B Preferred Stock via recordings of a non-cash dividend. The amount of value received in excess of issuance price of Series B Preferred Stock of $21.5 million was recorded as an expense in the statements of operations and comprehensive income (loss). | ||||
The Series B Rights, Series B Rights-Warrants and Series B Warrants are each exercisable into shares or share options for redeemable stock and are classified as liabilities in accordance with ASC 480 and are subject to re-measurement at each balance sheet date and changes to fair value are recognized as a component of other income (expense) in the statement of operations and comprehensive loss. See Note 4 for disclosure of changes in fair value and inputs used to calculate fair value using the Black-Scholes model. | ||||
In August 2013, the Series B investors exercised their right and purchased 387,686 additional shares of Series B Preferred Stock in connection with the second tranche. The second tranche sale resulted in gross proceeds of $2.0 million. The Company performed a final valuation of the exercised Series B Rights immediately prior to exercise resulting in a valuation of approximately $6.3 million and reclassified the fair value upon extinguishment to the Series B Preferred Stock purchased in the second tranche. The combination of the $2.0 million gross cash proceeds and the $6.3 million fair value of the Series B Rights resulted in an initial fair value of the Series B Preferred Stock issued in August 2013 of $8.3 million, prior to any discounts for direct costs associated with the transaction. The resulting warrants associated with the exercised Series B Rights were initially recorded at the final fair value of the Series B warrant purchase rights on the date of exercise and continued to be carried at fair value and those warrants remain outstanding as of December 31, 2013. The unexercised Series B Rights for 541,309 shares of Series B Preferred Stock and the associated Series B Rights-Warrants expired on October 1, 2013. As the unexercised Series B Rights and associated Series B Rights-Warrants had intrinsic value on the date of expiration, the Company recorded a gain of $10.5 million relating to the final fair value measurement adjustment on the date of expiration. | ||||
On May 7, 2014, the Company closed its Initial Public Offering, in which 1,500,000 shares of common stock were sold at a price to the public of $8.00 per share for an aggregate offering price of $12.0 million. The offer and sale of all of the shares in the Initial Public Offering were registered under the Securities Act of the 1933, as amended, pursuant to a registration statement on Form S-1 (File No. 333-193204), which was declared effective by the SEC on May 1, 2014. The offering commenced as of May 1, 2014 and did not terminate before all of the securities registered in the registration statement were sold. Aegis Capital Corp. acted as the sole manager of the offering and as representative of the underwriters. The Company raised approximately $10 million in net proceeds after deducting underwriting discounts and commissions of $0.8 million, $1.0 million in prepaid offering and printing costs and other offering costs of $0.2 million. | ||||
In connection with the Initial Public Offering, holders of at least 67% of the respective outstanding Series A and Series B Preferred Stock (Series A and Series B voting as separate single classes) elected to automatically convert the Series A Preferred Stock and Series B Preferred Stock into 3,642,799 shares of common stock. The remaining unamortized discount was considered a deemed dividend of $4,053,570 for the year ended December 31, 2014. |
Stock_Purchase_Warrants
Stock Purchase Warrants | 12 Months Ended | |
Dec. 31, 2014 | ||
Text Block [Abstract] | ||
Stock Purchase Warrants | 11 | STOCK PURCHASE WARRANTS |
On April 12, 2012, in connection with the signing of the Credit Facility agreement, the Company granted warrants to purchase 2,042 shares of Series A Preferred Stock (Series A Warrants) at an exercise price of $12.24 per share to Square 1 Bank. | ||
On December 20, 2012, in connection with the sale and issuance of Series B Preferred Stock on that date, the Company granted warrants to purchase 96,921 shares of Series B Preferred Stock at an exercise price of $5.16 per share to the Series B Preferred Stock investors. | ||
On August 14, 2013, in connection with the sale and issuance of Series B Preferred Stock on that date, the Company granted warrants to purchase 96,921 shares of Series B Preferred Stock at an exercise price of $5.16 per share to the Series B Preferred Stock investors. | ||
On November 20, 2013, the Company granted a warrant exercisable for 9,692 shares of Series B Preferred Stock at an exercise price of $5.16 to Square 1 Bank in connection with the amendment to the Credit Facility. | ||
In connection with the Initial Public Offering, the holders of the outstanding Series A and Series B Preferred Stock Warrants elected to net exercise the warrants and the shares of Series A Preferred Stock and Series B Preferred Stock issued upon such net exercise were automatically converted into 74,001 shares of common stock. | ||
Also in connection with the Initial Public Offering, the Company issued the underwriters of the offering warrants to purchase up to 60,000 shares of common stock. The warrants are exercisable beginning on May 1, 2015 for cash or on a cashless basis at a per share price of $10.00. The warrants will expire on May 1, 2019 and are outstanding at December 31, 2014. |
Related_Party_Transactions
Related Party Transactions | 12 Months Ended | |
Dec. 31, 2014 | ||
Related Party Transactions [Abstract] | ||
Related Party Transactions | 12 | RELATED PARTY TRANSACTIONS |
The Company entered into certain letter agreements with each of its executive officers. Pursuant to these letter agreements, if the Company terminates their employment without cause or if such executive resigns for good reason, then he will be eligible to receive: continued payment of base salary for a certain period of time; a lump-sum cash payment; payment by the Company of the monthly premiums under COBRA for such executive and their eligible dependents for a period of time; and, in the case of the Company’s chief executive officer and chief operating officer, accelerated vesting and exercisability with respect to all equity or equity-based awards held by such executive officer as if such executive officer has completed an additional 12 months of service with the Company, and up to 12 months following such termination to exercise any then-outstanding stock options or stock appreciation rights. Such payments are contingent on the officer’s executing and not revoking a release of claims against the Company. As of December 31, 2014 and December 31, 2013, the Company assessed the likelihood for these events to occur and has determined that a liability related to these agreements is not likely to occur and therefore has not been recorded. | ||
President and CEO contributed services – The Company’s President and Chief Executive Officer (“CEO”) was hired on January 6, 2012 on a half-time basis and on April 15, 2013, he began working full-time for the Company. During the period from January 6, 2012 through October 14, 2013, he was not paid a salary by the Company and was an employee and paid a salary by Domain Associates, LLC (“Domain”), a related party. The value of his services has been reflected in the statement of operations as an expense and recorded as a contribution of capital. For the year ended December 31, 2013, the value of his services was $219,167. The amount of contributed services for the year ended December 31, 2013 of $219,167 was then reduced by $172,779 as a result of vested shares of restricted stock issued to the CEO and then assigned to Domain during that same period. The value of restricted stock is included as a component of stock-based compensation expense for the year ended December 31, 2013. | ||
Convertible Promissory Note – In October 2013, the Company issued a convertible promissory note to Domain Partners VI, L.P., in a principal amount of $170,000, which was amended in February 2014 to extend its maturity date. | ||
The note accrued interest at a rate of 6% per annum, and would have become due and payable in June 2014 unless it converted into shares of the Company’s capital stock prior to such time pursuant to its terms. | ||
Upon the Company’s Initial Public Offering in May 2014, the note automatically converted into 21,250 shares of the Company’s common stock. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | |||||||||||||||||
Commitments and Contingencies | 13 | COMMITMENTS AND CONTINGENCIES | |||||||||||||||
Guarantees and Indemnifications – As permitted under Delaware law, the Company indemnifies its officers and directors for certain events or occurrences while the officer or director is, or was, serving at the Company’s request in such capacity. The term of the indemnification is for the officer’s or director’s lifetime. Through December 31, 2014, the Company had not experienced any losses related to these indemnification obligations and no material claims were outstanding. The Company does not expect significant claims related to these indemnification obligations, and consequently, concluded that the fair value of these obligations is negligible, and no related reserves were established. | |||||||||||||||||
Other Contractual Arrangements – In February 2010, the Company entered into a license and supply agreement providing the Company with an exclusive license to certain technology and access to purchase materials at certain costs. Under the terms of the license and supply agreement, the Company is obligated to make milestone payments up to an aggregate of $2.15 million upon reaching certain development and regulatory milestones in the development of the Company’s product. Upon commercialization of the Company’s product containing the licensed technology, the Company would be obligated to pay royalties based on net sales subject to an annual cap. The license and supply agreement runs through the 7th anniversary of the expiration of all patents licensed under the agreement, which the Company estimates to be April 2036, unless terminated earlier. | |||||||||||||||||
During the year ended December 31, 2014, the Company entered into a lease agreement for a certain commercial office space. The thirty-seven month lease which began on or about September 12, 2014, provides the Company with approximately 3,700 square feet of space in Lexington, Massachusetts. Base annual rent is initially set at $5,604 per month. Total base rent payable over the lease period is approximately $205,000. The following table outlines the Company’s gross future minimum payments under all non-cancelable operating leases as of December, 2014 | |||||||||||||||||
Total | 2015 | 2016 | 2017 | ||||||||||||||
Operating lease obligations | $ | 188,000 | $ | 68,000 | $ | 69,000 | $ | 51,000 | |||||||||
Basis_of_Presentation_Policies
Basis of Presentation (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Management's Plans | Basis of Presentation and Management’s Plans – The accompanying financial statements were prepared in conformity with accounting principles generally accepted in the United States of America (US GAAP). |
Liquidity | Liquidity – At December 31, 2014, the Company had an accumulated deficit of approximately $46.5 million and cash and cash equivalents of approximately $8.5 million. |
On May 7, 2014, the Company closed its Initial Public Offering, in which 1,500,000 shares of common stock were sold at a price to the public of $8.00 per share for an aggregate offering price of $12.0 million. The offer and sale of all of the shares in the Initial Public Offering were registered under the Securities Act of the 1933, as amended, pursuant to a registration statement on Form S-1 (File No. 333-193204), which was declared effective by the SEC on May 1, 2014. The offering commenced as of May 1, 2014 and did not terminate before all of the securities registered in the registration statement were sold. Aegis Capital Corp. acted as the sole manager of the offering and as representative of the underwriters. The Company raised approximately $10.1 million in net proceeds after deducting underwriting discounts and commissions of $0.8 million, $1.0 million in prepaid offering and printing costs and other offering costs of $0.2 million. | |
On January 15, 2015, the Company sold, in a private placement, an aggregate of approximately 1.1 million shares of common stock at a price of $7.00 per share. Investors received warrants to purchase up to approximately 1.1 million shares of common stock at an exercise price of $9.50. The warrants will expire 3 years from the date of issuance. The warrants do not include a net-exercise feature. The warrants may be redeemed by the Company at a price of $0.001 per share upon notice to the holders in the event that the closing bid for Aldeyra’s common stock for each of the fifteen consecutive trading days prior to such redemption is at least $20.00 per share and the average trading volume of Aldeyra’s common stock during such period is 50,000 shares per day. Following Aldeyra’s notification to the warrant holders of its exercise of the redemption right under the warrants, each warrant holder will have the option to exercise their warrants prior to the redemption date rather than having them redeemed. The Company raised approximately $7.1 million in net proceeds in the private placement of common stock and warrants. | |
On January 22, 2015, in a subsequent private placement, the Company sold an aggregate of 211,528 shares of common stock at a price of $9.33 per share and a warrant to purchase up to 211,528 shares of common stock at a price of $0.125 per share subject to the warrant. The exercise price of the warrant is $9.50 per share. The warrant will expire 3 years from the date of issuance. The warrant does not include a net-exercise feature. The warrant may be redeemed by the Company at a price of $0.001 per share upon notice to the holder thereof in the event that the closing bid for Aldeyra’s common stock for each of the fifteen consecutive trading days prior to such redemption is at least $20.00 per share and the average trading volume of Aldeyra’s common stock during such period is 50,000 shares per day. Following Aldeyra’s notification to the warrant holder of its exercise of the redemption right under the warrant, the warrant holder will have the option to exercise the warrant prior to the redemption date rather than having it redeemed. The company raised approximately $2.0 million in net proceeds in the private placement of common stock and a warrant to purchase common stock. | |
In addition, as discussed in Note 7, in November 2014, the Company amended its credit facility (the Credit Facility) with Square 1. Square 1 agreed to make term loans in a principal amount of up to $5,000,000 available to the Company with proceeds to be used first to refinance outstanding loans from Square 1, second to fund expenses related to the Company’s clinical trials, and the remainder for general working capital purposes. The term loans are to be made available to the Company upon the following terms: (i) $2,000,000 was made available on November 10, 2014; and (ii) $3,000,000 (the Tranche B Loan) is to be made available to the Company following the satisfaction of certain conditions, including receipt of positive phase 2 data in either SLS or noninfectious anterior uveitis. Each term loan accrues interest from its date of issue at a variable annual interest rate equal to the greater of 2.0% plus prime or 5.25% per annum. Any term loan made is payable as interest-only prior to November 2015 and thereafter is payable in monthly installments of principal plus accrued interest over 36 months. The Credit Facility is collateralized by the Company’s assets, including its intellectual property. | |
The Company’s management believes that its currently available resources, including funds obtained from the January 2015 private placements and amounts available under the Credit Facility, will provide sufficient funds to enable the Company to meet its obligations through at least the end of 2016. The Company will need to raise additional capital to implement its near-term business plan. Additional funding may not be available to the Company on acceptable terms, or at all. If the Company is unable to secure additional capital, or meet financial covenants that could be implemented under the Company’s term loans in certain circumstances, it will be required to significantly decrease the amount of planned expenditures, and may be required to cease operations. | |
Curtailment of operations would cause significant delays in the Company’s efforts to introduce its products to market, which is critical to the realization of its business plan and the future operations of the Company. | |
Use of Estimates | Use of Estimates – The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. The Company evaluates its estimates and assumptions on an ongoing basis. The most significant estimates in the Company’s financial statements relate to accruals, including research and development costs, accounting for income taxes and the related valuation allowance, estimating the fair value of the Company’s common and preferred stock, preferred stock warrants, purchase rights and warrant purchase rights, and accounting for stock based compensation and the related fair value. 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. |
Segment Information | Segment Information – Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company views its operations and manages its business in one segment, which is the identification and development of a treatment for diseases related to high levels of free aldehydes. |
Cash and Cash Equivalents | Cash and Cash Equivalents – The Company considers all investments purchased with an original maturity of three months or less when acquired to be cash equivalents. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments – Financial instruments including cash and cash equivalents approximate their fair value based on the short maturities of those instruments. The carrying amount of the Company’s term loans under its credit facility approximates market rates currently available to the Company. The fair value of our derivative instruments, including warrants and forms of preferred stock purchase rights, are more fully described in Note 4. |
Concentration of Credit Risk | Concentration of Credit Risk – The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents. Substantially all of the Company’s cash is held at one financial institution that management believes to be of high-credit quality. Deposits with these financial institutions may exceed the amount of insurance provided on such deposits; however, these deposits may be redeemed upon demand and, therefore, bear minimal risk. |
Intellectual Property | Intellectual Property – The legal and professional costs incurred by the Company to acquire its patent rights are expensed as incurred and included in operating expenses. At December 31, 2014 and 2013, the Company has determined that these expenses have not met the criteria to be capitalized. Intellectual property related expenses for the years ended December 31, 2014 and 2013 were $184,517 and $189,965, respectively. |
Income Taxes | Income Taxes – The Company follows the provisions of FASB ASC 740, Income Taxes, in reporting deferred income taxes. ASC 740 requires a company to recognize deferred tax liabilities and assets for expected future income tax consequences of events that have been recognized in the Company’s financial statements. Under this method, deferred tax assets and liabilities are determined based on temporary differences between financial statement carrying amounts and the tax basis of assets and liabilities using enacted tax rates in the years in which the temporary differences are expected to reverse. Valuation allowances are provided if based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. |
The Company accounts for uncertain tax positions pursuant to ASC 740 which prescribes a recognition threshold and measurement process for financial statement recognition of uncertain tax positions taken or expected to be taken in a tax return. If the tax position meets this threshold, the benefit to be recognized is measured as the tax benefit having the highest likelihood of being realized upon ultimate settlement with the taxing authority. The Company recognizes interest accrued related to unrecognized tax benefits and penalties in the provision for income taxes. Management is not aware of any uncertain tax positions. | |
Research and Development Costs | Research and Development Costs – Research and development costs are charged to expense as incurred. Research and development expenses include consulting expenses, preclinical studies, clinical trials, clinical trial materials, regulatory and clinical consultants, lab supplies, lab services, lab equipment maintenance and small equipment purchased to support the research laboratory. Research and development costs that are paid in advance of performance are capitalized as a prepaid expense until incurred. |
Stock-Based Compensation | Stock-Based Compensation – Stock-based payments are accounted for in accordance with the provisions of ASC 718, Compensation – Stock Compensation. For options, the fair value of stock-based payments is estimated, on the date of grant, using the Black-Scholes option pricing model. For restricted stock, fair value is based on the fair value of the stock on the date of grant. The resulting fair value for restricted stock and options is recognized ratably over the requisite service period, which is generally the vesting period of the applicable restricted stock or option. |
Equity instruments issued to nonemployees are accounted for under the provisions of ASC 718 and ASC 505-50, Equity – Equity-Based Payments to Non-Employees. Accordingly, the estimated fair value of the equity instrument is recorded on the earlier of the performance commitment date or the date the services are completed and are marked to market through the date of vesting. | |
From time to time the Company may grant awards with performance conditions necessary to be achieved in order to vest in the award. The company records compensation expense for those awards over the vesting period of the award to the extent the performance conditions are deemed probable of achievement. | |
From time to time the Company may grant awards with a market condition necessary to be achieved in order to vest in the award. The Company records compensation expense for those awards over the vesting period of the award on a straight-line basis utilizing Monte Carlo simulations to estimate the timing and number of shares that are most likely to vest. | |
Comprehensive (Loss) Income | Comprehensive (Loss) Income – Comprehensive (loss) income is defined as the change in equity (deficit) during a period from transactions and other events and/or circumstances from non-owner sources. For all periods presented, comprehensive (loss) income is equal to net (loss) income. |
Net (Loss) Income Applicable to Common Stock | Net (Loss) Income Applicable to Common Stock – The Company computes net (loss) income per share in accordance with the two-class method. Under the two-class method, net income is allocated between common stock and other participating securities based on their participation rights. The Company has determined that their outstanding Series A and Series B Preferred Stock represents a participating security and as such the preferred shares are excluded from basic earnings per share. Net losses are not allocated to the preferred stockholders for computing net loss per share under the two-class method because preferred stockholders do not have contractual obligations to share in the losses of the Company. Basic earnings per share is calculated by dividing income allocable to common stockholders (after reduction for preferred stock dividends assuming current income for the period had been distributed) by the weighted average number of common stock outstanding. |
Diluted net (loss) income per share is computed using the more dilutive of (a) the two-class method, or (b) the if-converted method or treasury stock method, as applicable, to the potentially dilutive instruments. The Company allocates net income first to preferred stockholders based on dividend rights and then to common and preferred stockholders based on ownership interests. The weighted-average number of common shares outstanding gives effect to all potentially dilutive common equivalent shares, including outstanding stock options and restricted stock, warrants, rights to purchase additional shares of preferred stock, rights for warrants to purchase preferred stock and convertible debt. | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements – In August 2014, the FASB issued Accounting Standards Update (ASU) No. 2014-15, Going Concern (ASU 2014-15). ASU 2014-15 provides GAAP guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and about related footnote disclosures. For each reporting period, management will be required to evaluate whether there are conditions or events that raise substantial doubt about a company’s ability to continue as a going concern within one year from the date the financial statements are issued. The standard will be effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Early application is permitted for annual or interim reporting periods for which the financial statements have not previously been issued. Upon adoption the Company will use the guidance in ASU 2014-15 to assess going concern. |
In June 2014, the Financial Accounting Standards Board (FASB) amended its guidance on development stage entities ASU No. 2014-10Development 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). The amendment removed all incremental financial reporting requirements from GAAP for development stage entities. ASU 2014-10 is effective for interim and annual periods beginning after December 15, 2014, with early adoption permitted. The Company adopted this guidance in the quarterly period ended June 30, 2014. Prior to the Company’s adoption of this guidance, the Company was a development stage entity because it devoted substantially all of its efforts to research and development of products to treat diseases for which planned principal operations have not commenced. The adoption of this guidance did not have a material impact on the Company’s financial position, results of operations or cash flows other than the removal of inception-to-date information about income statement line items, cash flows, and equity transactions. | |
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (ASU 2014-09). The amendments in ASU 2014-09 provide for a single, principles-based model for revenue recognition that replaces the existing revenue recognition guidance. ASU 2014-09 is effective for annual and interim periods beginning on or after December 15, 2016 and will replace most existing revenue recognition guidance under GAAP when it becomes effective. It permits the use of either a retrospective or cumulative effect transition method and early adoption is not permitted. As the Company has not generated revenues, the Company has not yet selected a transition method and is in the process of evaluating the effect this standard will have on its financial statements and related disclosures. | |
Fair Value Measurements | Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value are performed in a manner to maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820, Fair Value Measurements, establishes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value, which are the following: |
Level 1 – Quoted prices in active markets that are accessible at the market date for identical unrestricted assets or liabilities. | |
Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs for which all significant inputs are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. | |
Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. |
Net_Loss_Income_Attributable_t1
Net (Loss) Income Attributable to Common Stockholders (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Earnings Per Share [Abstract] | |||||||||
Computation of Basic and Diluted Net (Loss) Income per Share Attributable to Common Stockholders | The following table summarizes the computation of basic and diluted net (loss) income per share attributable to common stockholders of the Company: | ||||||||
Years Ended December 31, | |||||||||
2014 | 2013 | ||||||||
Numerator: | |||||||||
Basic | |||||||||
Net (loss) income and comprehensive (loss) income | $ | (5,187,259 | ) | $ | 13,060,472 | ||||
Accretion of preferred stock | (333,082 | ) | (822,550 | ) | |||||
Allocation of undistributed earnings to preferred stockholders | — | (11,128,012 | ) | ||||||
Deemed dividend | (4,053,570 | ) | — | ||||||
Net (loss) income attributable to common stockholders – basic | $ | (9,573,911 | ) | $ | 1,109,910 | ||||
Diluted | |||||||||
Net (loss) income attributable to common stockholders – basic | (9,573,911 | ) | 1,109,910 | ||||||
Less: change in fair value of derivative liabilities | (2,327,502 | ) | (16,175,386 | ) | |||||
Net (loss) income available to common stockholders – diluted | $ | (11,901,413 | ) | $ | (15,065,476 | ) | |||
Denominator: | |||||||||
Basic | |||||||||
Weighted-average number of common shares – basic | 3,818,157 | 318,429 | |||||||
Diluted | |||||||||
Weighted-average number of common shares – basic | 3,818,157 | 318,429 | |||||||
Rights (treasury stock) | — | 429,663 | |||||||
Warrants (treasury stock) | 32,455 | — | |||||||
Warrants purchase rights (treasury stock) | — | 107,416 | |||||||
Total weighted average number of common shares – diluted | 3,850,612 | 855,508 | |||||||
Net income (loss) per share: | |||||||||
Basic | $ | (2.51 | ) | $ | 3.49 | ||||
Diluted | $ | (3.09 | ) | $ | (17.61 | ) | |||
Computation of Diluted Weighted-Average Shares Outstanding | The following potentially dilutive securities outstanding, prior to use of the treasury stock method or if-converted method, have been excluded from the computation of diluted weighted-average shares outstanding, because such securities had an antidilutive impact: | ||||||||
Years ended December 31, | |||||||||
2014 | 2013 | ||||||||
Options to purchase common stock | 180,939 | 1,675 | |||||||
Warrants to purchase Preferred Stock | — | 83,454 | |||||||
Preferred Stock | 1,207,615 | 2,789,532 | |||||||
Convertible note payable-related parties | 7,393 | 7,053 | |||||||
Total of common stock equivalents | 1,395,947 | 2,881,714 | |||||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Schedule of Liabilities Measured at Fair Value on Recurring Basis | There were no assets or liabilities measured at fair value at December 31, 2014. Liabilities measured at fair value on a recurring basis as of December 31, 2013 are as follows: | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
December 31, 2013: | |||||||||||||||||
Liabilities: | |||||||||||||||||
Preferred Stock Warrant Liability – Series B Preferred Stock | $ | — | $ | — | $ | 3,439,059 | $ | 3,439,059 | |||||||||
Preferred Stock Warrant Liability – Series A Preferred Stock | — | — | 79,808 | 79,808 | |||||||||||||
Total | $ | — | $ | — | $ | 3,518,867 | $ | 3,518,867 | |||||||||
Schedule of Inputs Used by Instrument to Determine the Fair Value Measurements | The table below shows the inputs used by instrument to determine the fair value measurements at December 31, 2013: | ||||||||||||||||
December 31, 2013 | |||||||||||||||||
Preferred stock warrant liability – Series A | |||||||||||||||||
Expected dividend yield | 0 | % | |||||||||||||||
Anticipated volatility | 88.57 | % | |||||||||||||||
Estimated stock price | $ | 45.2 | |||||||||||||||
Exercise price | $ | 12.24 | |||||||||||||||
Expected life (years) | 5.28 | ||||||||||||||||
Risk free interest rate | 1.75 | % | |||||||||||||||
Preferred stock warrant liabilities – Series B | |||||||||||||||||
Expected dividend yield | 0 | % | |||||||||||||||
Anticipated volatility | 88.57 | % | |||||||||||||||
Estimated stock price | $ | 19.92 | |||||||||||||||
Exercise price | $ | 5.16 | |||||||||||||||
Expected life (years) | 3.97 – 6.89 | ||||||||||||||||
Risk free interest rate | 0.78% – 2.45 | % | |||||||||||||||
Level 3 [Member] | |||||||||||||||||
Schedule of Reconciliation of Liabilities Measured at Fair Value on Recurring Basis | The reconciliation of the Company’s liabilities measured at fair value on a recurring basis using unobservable inputs (Level 3) is as follows: | ||||||||||||||||
Preferred stock warrant liability – Series A Preferred Stock: | |||||||||||||||||
Year Ended | Year Ended | ||||||||||||||||
December 31, | December 31, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
Balance at beginning of period | $ | 79,808 | $ | 87,600 | |||||||||||||
Net exercise of Series A Warrants | (29,247 | ) | — | ||||||||||||||
Change in fair value | (50,561 | ) | (7,792 | ) | |||||||||||||
Balance at end of period | $ | — | $ | 79,808 | |||||||||||||
Preferred stock warrant liability – Series B Preferred Stock: | |||||||||||||||||
Year Ended | Year Ended | ||||||||||||||||
December 31, | December 31, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
Balance at beginning of period | $ | 3,439,059 | $ | 2,180,500 | |||||||||||||
Net exercise of Series B Warrants | (1,162,118 | ) | — | ||||||||||||||
Exercise of warrants purchase rights into Series B Warrants | — | 1,793,600 | |||||||||||||||
Warrant liability – Series B | — | 177,952 | |||||||||||||||
Change in fair value | (2,276,941 | ) | (712,993 | ) | |||||||||||||
Balance at end of period | $ | — | $ | 3,439,059 | |||||||||||||
Accrued_Expenses_Tables
Accrued Expenses (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Payables and Accruals [Abstract] | |||||||||
Schedule of Accrued Expenses | Accrued expenses at December 31, 2014 and 2013 were: | ||||||||
2014 | 2013 | ||||||||
Legal expenses | 41,985 | 38,102 | |||||||
Research and development expenses | 313,642 | 4,410 | |||||||
Compensation accruals and payroll taxes | 444,786 | 8,837 | |||||||
Accounting services, taxes and other | 106,886 | 63,752 | |||||||
Interest | 1,425 | 2,772 | |||||||
Total | $ | 908,724 | $ | 117,873 | |||||
Credit_Facility_Tables
Credit Facility (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Debt Disclosure [Abstract] | |||||
Schedule of Future Maturities of Existing Term Loans | Future maturities of the existing term loans under the Credit Facility as of December 31, 2014 are as follows: | ||||
Years | Amount | ||||
2015 | $ | 77,546 | |||
2016 | 465,278 | ||||
2017 | 465,278 | ||||
2018 | 387,731 | ||||
Total | $ | 1,395,833 | |||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
Components of Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets and liabilities at December 31, 2014 and 2013 are as follows: | ||||||||
Years ended December 31, | |||||||||
2014 | 2013 | ||||||||
Federal & State NOL carryforward | $ | 6,210,836 | $ | 4,206,982 | |||||
Federal & State R&D credit carryforward | 421,828 | 249,106 | |||||||
Intangibles – net | 1,163,905 | 1,395,749 | |||||||
Accounts payable and accrued expenses | 402,062 | 336,324 | |||||||
Stock options | 1,432,312 | 735,595 | |||||||
Other assets | — | (3,833 | ) | ||||||
Note discounts | (56,094 | ) | (133,791 | ) | |||||
Fixed assets | (97 | ) | — | ||||||
Less valuation allowance | (9,574,752 | ) | (6,786,132 | ) | |||||
Net deferred tax assets (liabilities) | $ | — | $ | — | |||||
Summary of Statutory Tax Rates and Effective Tax Rates | A reconciliation of the federal statutory tax rate of 34% to the Company’s effective income tax rates are as follows: | ||||||||
Years ended December 31, | |||||||||
2014 | 2013 | ||||||||
Statutory tax rate | 34 | % | 34 | % | |||||
State taxes, net of federal benefits | 5.82 | % | — | % | |||||
Mark to market items | 15.26 | % | (42.85 | )% | |||||
Federal research and development credits | 3.07 | % | (0.37 | )% | |||||
Change in valuation allowance | (53.76 | )% | 8.99 | % | |||||
Other | (4.39 | )% | 0.23 | % | |||||
Effective tax rate | 0 | % | 0 | % | |||||
Stock_Incentive_Plan_Tables
Stock Incentive Plan (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Summary of Stock Option Activity | The following table summarizes option activity under the incentive plans: | ||||||||||||
Stock Options | Weighted-Average | ||||||||||||
Outstanding | Exercise Price | ||||||||||||
Options outstanding at December 31, 2012 | 67,232 | $ | 3.24 | ||||||||||
Granted | 542,610 | $ | 1.26 | ||||||||||
Options outstanding at December 31, 2013 | 609,842 | $ | 1.48 | ||||||||||
Granted | 264,190 | $ | 6.84 | ||||||||||
Options outstanding at December 31, 2014 | 874,032 | $ | 3.1 | ||||||||||
Summary of Stock Options Outstanding | The following table summarizes information about stock options outstanding at: | ||||||||||||
Period Ending | Number | Outstanding | Exercisable | ||||||||||
Exercisable | Shares | Shares | |||||||||||
Weighted- | Weighted- | ||||||||||||
Average | Average | ||||||||||||
Remaining | Remaining | ||||||||||||
Contractual | Contractual | ||||||||||||
Life | Life | ||||||||||||
December 31, 2014 | 134,294 | 8.74 | 7.47 | ||||||||||
December 31, 2013 | 96,949 | 9.32 | 7.41 | ||||||||||
Schedule of Stock-Based Compensation Expense | Stock-based compensation is recognized for stock options granted to employees and non-employees and has been reported in the Company’s statement of operations as follows: | ||||||||||||
Years Ended December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Research and development expenses | $ | 647,150 | $ | 481,598 | |||||||||
General and administrative expenses | 1,389,923 | 1,220,115 | |||||||||||
Total stock-based compensation expense | $ | 2,037,073 | $ | 1,701,713 | |||||||||
Employee stock options [Member] | |||||||||||||
Schedule of Fair Value of Stock Option Assumptions | The assumptions used in determining fair value of the employee stock options for the years ended December 2014 and 2013, are as follows: | ||||||||||||
December 31, 2014 | December 31, 2013 | ||||||||||||
Expected dividend yield | 0 | % | 0 | % | |||||||||
Anticipated volatility | 88.57 | % | 88.57 | % | |||||||||
Estimated stock price | $ | 4.99 - $8.00 | $ | 10.56 - $11.03 | |||||||||
Exercise price | $ | 4.99 - $8.00 | $ | 0.552 - $4.56 | |||||||||
Expected life (years) | 6.00 - 6.25 | 5.47 - 7.85 | |||||||||||
Risk free interest rate | 1.92% - 2.03 | % | 1.71% - 2.34 | % | |||||||||
Non-Employee Stock Options [Member] | |||||||||||||
Schedule of Fair Value of Stock Option Assumptions | In determining the expense associated with their vesting, those non-employee stock options were valued using the Black-Scholes option-pricing model using the fair value of the common stock and the following assumptions: | ||||||||||||
December 31, 2014 | December 31, 2013 | ||||||||||||
Expected dividend yield | 0 | % | 0 | % | |||||||||
Anticipated volatility | 88.57 | % | 88.57 | % | |||||||||
Estimated stock price | $ | 7.22 | $ | 11.85 | |||||||||
Exercise price | $ | 0.552 | $ | 3.24 | |||||||||
Expected life (years) | 8.69 | 3.27 - 3.35 | |||||||||||
Risk free interest rate | 2.17 | % | 0.78 | % |
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | |||||||||||||||||
Schedule of Future Minimum Payments Under Non-Cancelable Operating Leases | The following table outlines the Company’s gross future minimum payments under all non-cancelable operating leases as of December, 2014 | ||||||||||||||||
Total | 2015 | 2016 | 2017 | ||||||||||||||
Operating lease obligations | $ | 188,000 | $ | 68,000 | $ | 69,000 | $ | 51,000 | |||||||||
Basis_of_Presentation_Addition
Basis of Presentation - Additional Information (Detail) (USD $) | 1 Months Ended | 12 Months Ended | 1 Months Ended | 0 Months Ended | |||||
Nov. 30, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Nov. 30, 2014 | Jan. 22, 2015 | Jan. 15, 2015 | Dec. 31, 2012 | Apr. 12, 2012 | 7-May-14 | |
Segment | |||||||||
Financial_Institutions | |||||||||
Class of Stock [Line Items] | |||||||||
Accumulated deficit | ($46,511,597) | ($41,324,338) | |||||||
Cash and cash equivalents | 8,527,304 | 3,262,354 | 1,223,638 | ||||||
Initial public offering completion date | 7-May-14 | ||||||||
Proceeds from initial public offering net of underwriting discounts, commissions and offering costs | 10,100,000 | ||||||||
Underwriting discounts and commissions | 800,000 | ||||||||
Prepaid offering and printing costs | 1,000,000 | ||||||||
Offering costs | 200,000 | ||||||||
Credit facility amount | 1,395,833 | 500,000 | |||||||
Proceeds from credit facility | 1,395,833 | 1,000,000 | |||||||
Debt instrument annual interest rate | 6.50% | ||||||||
Loan repayment period | 36 months | ||||||||
Number of segment | 1 | ||||||||
Investment maturity period | Three months or less | ||||||||
Number of financial institution | 1 | ||||||||
Initial Public Offering [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock issued in initial public offering | 1,500,000 | ||||||||
Common stock issued price per share | $8 | ||||||||
Aggregate offering price | 12,000,000 | ||||||||
Intellectual Property [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Intellectual property related expenses | 184,517 | 189,965 | |||||||
Square One Bank [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Credit facility amount | 1,395,833 | ||||||||
Proceeds from credit facility | 2,000,000 | 2,000,000 | |||||||
Debt instrument annual interest rate | 5.25% | 5.25% | |||||||
Loan repayment period | 36 months | ||||||||
Square One Bank [Member] | Term Loan [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Credit facility amount | 5,000,000 | 5,000,000 | |||||||
Square One Bank [Member] | Tranche B Loans [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Proceeds from credit facility | 3,000,000 | 3,000,000 | |||||||
Square One Bank [Member] | Prime Rate [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Debt instrument variable annual interest rate | 2.00% | 2.00% | |||||||
Subsequent Event [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock issued price per share | $9.33 | $7 | |||||||
Common stock shares sold | 211,528 | 1,100,000 | |||||||
Common stock purchased | 211,528 | 1,100,000 | |||||||
Common stock exercise price | $0.13 | $9.50 | |||||||
Warrant expiration date | 3 years | 3 years | |||||||
Warrant redemption price | $0.00 | $0.00 | |||||||
Share price of common stock | $20 | $20 | |||||||
Trading volume of common stock | 50,000 | 50,000 | |||||||
Private placement of common stock and warrants raised | $2,000,000 | $7,100,000 | |||||||
Exercise price of warrant | $9.50 |
Net_Loss_Income_Attributable_t2
Net (Loss) Income Attributable to Common Stockholders - Computation of Basic and Diluted Net (Loss) Income per Share Attributable to Common Stockholders (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Basic | ||
Net (loss) income and comprehensive (loss) income | ($5,187,259) | $13,060,472 |
Accretion of preferred stock | -333,082 | -822,550 |
Allocation of undistributed earnings to preferred stockholders | -11,128,012 | |
Deemed dividend | -4,053,570 | |
Net (loss) income attributable to common stockholders - basic | -9,573,911 | 1,109,910 |
Diluted | ||
Net (loss) income attributable to common stockholders - basic | -9,573,911 | 1,109,910 |
Less: change in fair value of derivative liabilities | -2,327,502 | -16,175,386 |
Net (loss) income available to common stockholders - diluted | ($11,901,413) | ($15,065,476) |
Basic | ||
Weighted-average number of common shares - basic | 3,818,157 | 318,429 |
Diluted | ||
Weighted-average number of common shares - basic | 3,818,157 | 318,429 |
Rights (treasury stock) | 429,663 | |
Warrants (treasury stock) | 32,455 | |
Warrants purchase rights (treasury stock) | 107,416 | |
Total weighted average number of common shares - diluted | 3,850,612 | 855,508 |
Net income (loss) per share: | ||
Basic | ($2.51) | $3.49 |
Diluted | ($3.09) | ($17.61) |
Net_Loss_Income_Attributable_t3
Net (Loss) Income Attributable to Common Stockholders - Additional Information (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Net Income Loss Per Common Share [Line Items] | ||
Weighted average number of diluted shares | 3,850,612 | 855,508 |
Weighted average number of common share, diluted per share | ($3.09) | ($17.61) |
Scenario, Previously Reported [Member] | ||
Net Income Loss Per Common Share [Line Items] | ||
Weighted average number of diluted shares | 857,183 | |
Weighted average number of common share, diluted per share | ($0.03) |
Net_Loss_Income_Attributable_t4
Net (Loss) Income Attributable to Common Stockholders - Computation of Diluted Weighted-Average Shares Outstanding (Detail) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total of common stock equivalents | 1,395,947 | 2,881,714 |
Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total of common stock equivalents | 1,207,615 | 2,789,532 |
Options to Purchase Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total of common stock equivalents | 180,939 | 1,675 |
Warrants to Purchase Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total of common stock equivalents | 83,454 | |
Convertible Note Payable-Related Parties [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total of common stock equivalents | 7,393 | 7,053 |
Fair_Value_Measurements_Additi
Fair Value Measurements - Additional Information (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Fair Value Disclosures [Abstract] | ||
Liabilities measured at fair value on a recurring basis | $0 | $3,518,867 |
Assets measured at fair value on a recurring basis | $0 |
Fair_Value_Measurements_Schedu
Fair Value Measurements - Schedule of Liabilities Measured at Fair Value on Recurring Basis (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Liabilities: | ||
Liabilities measured at fair value on a recurring basis | $0 | $3,518,867 |
Warrant [Member] | Series B Preferred Stock [Member] | ||
Liabilities: | ||
Liabilities measured at fair value on a recurring basis | 3,439,059 | |
Warrant [Member] | Series A Preferred Stock [Member] | ||
Liabilities: | ||
Liabilities measured at fair value on a recurring basis | 79,808 | |
Level 1 [Member] | ||
Liabilities: | ||
Liabilities measured at fair value on a recurring basis | ||
Level 1 [Member] | Warrant [Member] | Series B Preferred Stock [Member] | ||
Liabilities: | ||
Liabilities measured at fair value on a recurring basis | ||
Level 1 [Member] | Warrant [Member] | Series A Preferred Stock [Member] | ||
Liabilities: | ||
Liabilities measured at fair value on a recurring basis | ||
Level 2 [Member] | ||
Liabilities: | ||
Liabilities measured at fair value on a recurring basis | ||
Level 2 [Member] | Warrant [Member] | Series B Preferred Stock [Member] | ||
Liabilities: | ||
Liabilities measured at fair value on a recurring basis | ||
Level 2 [Member] | Warrant [Member] | Series A Preferred Stock [Member] | ||
Liabilities: | ||
Liabilities measured at fair value on a recurring basis | ||
Level 3 [Member] | ||
Liabilities: | ||
Liabilities measured at fair value on a recurring basis | 3,518,867 | |
Level 3 [Member] | Warrant [Member] | Series B Preferred Stock [Member] | ||
Liabilities: | ||
Liabilities measured at fair value on a recurring basis | 3,439,059 | |
Level 3 [Member] | Warrant [Member] | Series A Preferred Stock [Member] | ||
Liabilities: | ||
Liabilities measured at fair value on a recurring basis | $79,808 |
Fair_Value_Measurements_Schedu1
Fair Value Measurements - Schedule of Reconciliation of Liabilities Measured at Fair Value on Recurring Basis (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items] | ||
Balance at beginning of period | $3,518,867 | |
Exercise of warrants purchase rights into Series B Warrants | 1,793,600 | |
Warrant liability - Series B | 177,952 | |
Change in fair value | 2,327,502 | 720,785 |
Balance at end of period | 0 | 3,518,867 |
Warrant [Member] | Series A Preferred Stock [Member] | ||
Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items] | ||
Balance at beginning of period | 79,808 | 87,600 |
Net exercise of Series A and B Warrants | -29,247 | |
Change in fair value | -50,561 | -7,792 |
Balance at end of period | 79,808 | |
Warrant [Member] | Series B Preferred Stock [Member] | ||
Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items] | ||
Balance at beginning of period | 3,439,059 | 2,180,500 |
Net exercise of Series A and B Warrants | -1,162,118 | |
Exercise of warrants purchase rights into Series B Warrants | 1,793,600 | |
Warrant liability - Series B | 177,952 | |
Change in fair value | -2,276,941 | -712,993 |
Balance at end of period | $3,439,059 |
Fair_Value_Measurements_Schedu2
Fair Value Measurements - Schedule of Inputs Used by Instrument to Determine the Fair Value Measurements (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Series A Preferred Stock [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Preferred stock warrant liability, Expected dividend yield | 0.00% | |
Preferred stock warrant liability, Anticipated volatility | 88.57% | |
Preferred stock warrant liability, Estimated stock price | $45.20 | |
Preferred stock warrant liability, Exercise price | $12.24 | |
Preferred stock warrant liability, Expected life (years) | 5 years 3 months 11 days | |
Preferred stock warrant liability, Risk free interest rate | 1.75% | |
Series B Preferred Stock [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Preferred stock warrant liability, Expected dividend yield | 0.00% | |
Preferred stock warrant liability, Anticipated volatility | 88.57% | 88.57% |
Preferred stock warrant liability, Estimated stock price | $19.92 | $25.44 |
Preferred stock warrant liability, Exercise price | $5.16 | |
Preferred stock warrant liability, Expected life (years) | 10 months | |
Preferred stock warrant liability, Risk free interest rate | 0.15% | |
Minimum [Member] | Series B Preferred Stock [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Preferred stock warrant liability, Expected life (years) | 3 years 11 months 19 days | |
Preferred stock warrant liability, Risk free interest rate | 0.78% | |
Maximum [Member] | Series B Preferred Stock [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Preferred stock warrant liability, Expected life (years) | 6 years 10 months 21 days | |
Preferred stock warrant liability, Risk free interest rate | 2.45% |
Accrued_Expenses_Schedule_of_A
Accrued Expenses - Schedule of Accrued Expenses (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Payables and Accruals [Abstract] | ||
Legal expenses | $41,985 | $38,102 |
Research and development expenses | 313,642 | 4,410 |
Compensation accruals and payroll taxes | 444,786 | 8,837 |
Accounting services, taxes and other | 106,886 | 63,752 |
Interest | 1,425 | 2,772 |
Total accrued expenses | $908,724 | $117,873 |
Convertible_Notes_Payable_Rela1
Convertible Notes Payable - Related Parties - Additional Information (Detail) (USD $) | 1 Months Ended | 12 Months Ended |
Oct. 31, 2013 | Dec. 31, 2014 | |
Domain Partners VI LP [Member] | ||
Short-term Debt [Line Items] | ||
Due and payable date of convertible note | 2014-06 | |
Convertible Note Payable-Related Parties [Member] | ||
Short-term Debt [Line Items] | ||
Initial public offering | May-14 | |
Converted into common stock | 21,250 | |
Convertible Note Payable-Related Parties [Member] | Domain Partners VI LP [Member] | ||
Short-term Debt [Line Items] | ||
Convertible promissory note | $170,000 | |
Convertible note interest rate | 6.00% | |
Convertible note maturity extended date | 28-Feb-14 | |
Initial public offering | May-14 | |
Converted into common stock | 21,250 |
Credit_Facility_Additional_Inf
Credit Facility - Additional Information (Detail) (USD $) | 1 Months Ended | 12 Months Ended | 1 Months Ended | |||||
Nov. 30, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Nov. 30, 2014 | Apr. 12, 2012 | Nov. 20, 2013 | Aug. 14, 2013 | Dec. 20, 2012 | |
Line of Credit Facility [Line Items] | ||||||||
Amount borrowing under credit facility | $1,395,833 | $500,000 | ||||||
Current borrowings capacity under credit facility | 1,000,000 | |||||||
Debt instrument annual interest rate | 6.50% | |||||||
Credit Facility, period of interest only payments | November 2013 through November 2014 | |||||||
Principal payments | 58,160 | |||||||
Maturity period of term loans | 2016-11 | |||||||
Proceeds from credit facility | 1,395,833 | 1,000,000 | ||||||
Loan repayment period | 36 months | |||||||
Warrant value | 177,952 | -88,100 | ||||||
Net of debt discount amount | 142,806 | 208,659 | ||||||
Series B Preferred Stock [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Warrant exercisable | 9,692 | |||||||
Exercise price of warrants per share | $5.16 | $5.16 | $5.16 | $5.16 | ||||
Warrant exercisable, term | 7 years | |||||||
Square One Bank [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Amount borrowing under credit facility | 1,395,833 | |||||||
Debt instrument annual interest rate | 5.25% | 5.25% | ||||||
Proceeds from credit facility | 2,000,000 | 2,000,000 | ||||||
Loan repayment period | 36 months | |||||||
Square One Bank [Member] | Prime Rate [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt instrument variable annual interest rate | 2.00% | 2.00% | ||||||
Square One Bank [Member] | Term Loan [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Amount borrowing under credit facility | 5,000,000 | 5,000,000 | ||||||
Square One Bank [Member] | Tranche B Loans [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Proceeds from credit facility | 3,000,000 | 3,000,000 | ||||||
Credit Facility [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Advance payment received in November 2013 through term loan | $1,000,000 |
Credit_Facility_Schedule_of_Fu
Credit Facility - Schedule of Future Maturities of Existing Term Loans (Detail) (USD $) | Dec. 31, 2014 |
Line of Credit Facility [Abstract] | |
2015 | $77,546 |
2016 | 465,278 |
2017 | 465,278 |
2018 | 387,731 |
Total | $1,395,833 |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Contingency [Line Items] | ||
Provision for income tax benefit | $0 | |
Deferred tax assets valuation allowance | 100.00% | |
Net operating loss carryforwards expire period | 2034 | 2033 |
Increasing in research activities expire period | 2034 | 2033 |
Statutory tax rate | 34.00% | 34.00% |
Federal [Member] | ||
Income Tax Contingency [Line Items] | ||
Net operating loss carryforwards | 16,200,000 | 10,900,000 |
Increasing in research activities | 392,000 | 233,000 |
State [Member] | ||
Income Tax Contingency [Line Items] | ||
Net operating loss carryforwards | 13,400,000 | 9,800,000 |
Increasing in research activities | $45,000 | 25,000 |
Income_Taxes_Components_of_Def
Income Taxes - Components of Deferred Tax Assets and Liabilities (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Components of Deferred Tax Assets and Liabilities [Abstract] | ||
Federal & State NOL carryforward | $6,210,836 | $4,206,982 |
Federal & State R&D credit carryforward | 421,828 | 249,106 |
Intangibles - net | 1,163,905 | 1,395,749 |
Accounts payable and accrued expenses | 402,062 | 336,324 |
Stock options | 1,432,312 | 735,595 |
Other assets | -3,833 | |
Note discounts | -56,094 | -133,791 |
Fixed assets | -97 | |
Less valuation allowance | -9,574,752 | -6,786,132 |
Net deferred tax assets (liabilities) | $0 | $0 |
Income_Taxes_Summary_of_Statut
Income Taxes - Summary of Statutory Tax Rates and Effective Tax Rates (Detail) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | ||
Statutory tax rate | 34.00% | 34.00% |
State taxes, net of federal benefits | 5.82% | |
Mark to market items | -15.26% | -42.85% |
Federal research and development credits | 3.07% | -0.37% |
Change in valuation allowance | -53.76% | 8.99% |
Other | -4.39% | 0.23% |
Effective tax rate | 0.00% | 0.00% |
Stock_Incentive_Plan_Additiona
Stock Incentive Plan - Additional Information (Detail) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | 0 Months Ended | ||||
Sep. 08, 2013 | Jun. 21, 2013 | Jun. 30, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Jan. 01, 2015 | Oct. 30, 2013 | Dec. 31, 2012 | |
Incentive_Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of incentive plans | 3 | |||||||
Options to purchase of shares of common stock | 874,032 | 609,842 | 67,232 | |||||
Exercise price per share of common stock | $3.10 | $1.48 | $3.24 | |||||
Stock option granted in term years | 10 years | |||||||
Fair value of a common stock percentage | 100.00% | |||||||
Options exercisable | 134,294 | 96,949 | ||||||
Expense relating to options | $340,372 | |||||||
Restricted stock awards issued | 12,948 | |||||||
Fair value of award | 221,000 | 1,800,000 | 1,100,000 | |||||
Number of options granted | 300,147 | 264,190 | 542,610 | |||||
Exercise price per share of common stock | $3.24 | $6.84 | $1.26 | |||||
Stock option vesting period | 4 years | 4 years | ||||||
Unrecognized compensation cost | 4,500,000 | |||||||
Weighted average period | 2 years 7 months 6 days | |||||||
Stock option exercised | 0 | 0 | ||||||
Aggregate intrinsic value of stock options | 3,700,000 | 6,300,000 | ||||||
Intrinsic value of options vested | 1,400,000 | 925,498 | ||||||
Weighted average exercise price of shares vested | $1.57 | $2.06 | ||||||
Weighted average grant date fair value | $6.84 | $10.64 | ||||||
Maximum [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Exercise price per share of common stock | $3.24 | |||||||
Minimum [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Exercise price per share of common stock | $0.55 | |||||||
Domain Partners VI LP [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Reduction in contribution service fee | 172,779 | |||||||
Restricted Stock [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Fair value of award | 216,000 | |||||||
Percentage of rights transferred to shareholders | 80.00% | |||||||
Consultants [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of options granted | 0 | 4,802 | ||||||
2004 Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock incentive plans, contractual term | Seven years | |||||||
Stock incentive plan, termination date | Aug-10 | |||||||
Options to purchase of shares of common stock | 23,954 | |||||||
Exercise price per share of common stock | $3.24 | |||||||
Two Grants [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Options exercisable | 32,014 | |||||||
2010 Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Options to purchase of shares of common stock | 585,888 | |||||||
Exercise price per share of common stock | $1.41 | |||||||
Common stock available for issuance | 0 | |||||||
2013 Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Options to purchase of shares of common stock | 264,190 | |||||||
Exercise price per share of common stock | $6.84 | |||||||
Common stock available for issuance | 847,617 | |||||||
Issuance of common stock authorized | 625,000 | |||||||
Percentage of increase in common shares outstanding | 4.00% | |||||||
Increase in common stock outstanding | 333,333 | |||||||
Common stock issued under 2013 plan | 222,617 | |||||||
Monte Carlo Simulations [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Fair value of award | $322,000 | |||||||
Stock option vesting period | 4 years |
Stock_Incentive_Plan_Summary_o
Stock Incentive Plan - Summary of Stock Option Activity (Detail) (USD $) | 0 Months Ended | 12 Months Ended | |
Jun. 21, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options Outstanding, Weighted Average Exercise Price, and Additional Disclosures [Abstract] | |||
Stock Options Outstanding, Beginning Balance | 609,842 | 67,232 | |
Stock Options, Granted | 300,147 | 264,190 | 542,610 |
Stock Options Outstanding, Ending Balance | 874,032 | 609,842 | |
Weighted Average Exercise Price, Beginning Balance | $1.48 | $3.24 | |
Weighted Average Exercise Price, Granted | $3.24 | $6.84 | $1.26 |
Weighted Average Exercise Price, Ending Balance | $3.10 | $1.48 |
Stock_Incentive_Plan_Summary_o1
Stock Incentive Plan - Summary of Stock Options Outstanding (Detail) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Number Exercisable | 134,294 | 96,949 |
Outstanding Shares Weighted-Average Remaining Contractual Life | 8 years 8 months 27 days | 9 years 3 months 26 days |
Exercisable Shares Weighted-Average Remaining Contractual Life | 7 years 5 months 19 days | 7 years 4 months 28 days |
Stock_Incentive_Plan_Schedule_
Stock Incentive Plan - Schedule of Fair Value of Stock Option Assumptions (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Employee stock options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected dividend yield | 0.00% | 0.00% |
Anticipated volatility | 88.57% | 88.57% |
Employee stock options [Member] | Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Estimated stock price | 4.99 | 10.56 |
Exercise price | 4.99 | 0.552 |
Expected life (years) | 6 years | 5 years 5 months 19 days |
Risk free interest rate | 1.92% | 1.71% |
Employee stock options [Member] | Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Estimated stock price | 8 | 11.03 |
Exercise price | 8 | 4.56 |
Expected life (years) | 6 years 3 months | 7 years 10 months 6 days |
Risk free interest rate | 2.03% | 2.34% |
Non-Employee Stock Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected dividend yield | 0.00% | 0.00% |
Anticipated volatility | 88.57% | 88.57% |
Estimated stock price | 7.22 | 11.85 |
Exercise price | 0.552 | 3.24 |
Expected life (years) | 8 years 8 months 9 days | |
Risk free interest rate | 2.17% | 0.78% |
Non-Employee Stock Options [Member] | Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life (years) | 3 years 3 months 7 days | |
Non-Employee Stock Options [Member] | Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life (years) | 3 years 4 months 6 days |
Stock_Incentive_Plan_Schedule_1
Stock Incentive Plan - Schedule of Stock-Based Compensation Expense (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation expense | $2,037,073 | $1,701,713 |
Research and Development Expenses [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation expense | 647,150 | 481,598 |
General and Administrative Expenses [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation expense | $1,389,923 | $1,220,115 |
Redeemable_Convertible_Preferr1
Redeemable Convertible Preferred Stock - Additional Information (Detail) (USD $) | 12 Months Ended | 1 Months Ended | ||||||||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 30, 2008 | Feb. 28, 2010 | Aug. 31, 2013 | 7-May-14 | Apr. 12, 2012 | Nov. 30, 2013 | Nov. 20, 2013 | Aug. 14, 2013 | Dec. 20, 2012 | |
Temporary Equity [Line Items] | ||||||||||||
Preferred Stock, shares authorized | 15,000,000 | 0 | ||||||||||
Conversion of preferred stock into common stock | 3,642,799 | |||||||||||
Shares issued | 0 | 0 | ||||||||||
Deemed dividend | $15,700,000 | |||||||||||
Preferred Stock, Fair Value | ||||||||||||
Shares purchased by investors | 0 | 0 | ||||||||||
Initial public offering completion date | 7-May-14 | |||||||||||
Proceeds from initial public offering net of underwriting discounts, commissions and offering costs | 10,100,000 | |||||||||||
Underwriting discounts and commissions | 800,000 | |||||||||||
Prepaid offering and printing costs | 1,000,000 | |||||||||||
Offering costs | 200,000 | |||||||||||
Voting rights interest | 67.00% | |||||||||||
Deemed dividend | 4,053,570 | |||||||||||
Initial Public Offering [Member] | ||||||||||||
Temporary Equity [Line Items] | ||||||||||||
Common stock issued in initial public offering | 1,500,000 | |||||||||||
Common stock issued price per share | $8 | |||||||||||
Aggregate offering price | 12,000,000 | |||||||||||
Series A Preferred Stock [Member] | ||||||||||||
Temporary Equity [Line Items] | ||||||||||||
Preferred Stock, shares authorized | 13,764,706 | |||||||||||
Conversion of preferred stock into common stock | -980,391 | 490,197 | ||||||||||
Shares issued, per share price | $12.24 | |||||||||||
Gross proceeds from sale of shares | 29,369,902 | 6,000,000 | ||||||||||
New shares issued | 241,883 | |||||||||||
New shares issued, conversion amount | 2,800,000 | |||||||||||
Accrued interest | 200,649 | |||||||||||
Expected term | 5 years 3 months 11 days | |||||||||||
Risk-free interest rate | 1.75% | |||||||||||
Volatility rate | 88.57% | |||||||||||
Exercise price of warrants per share | $12.24 | |||||||||||
Fair value of share, per share | $45.20 | |||||||||||
Series A Preferred Stock [Member] | Series A Rights [Member] | ||||||||||||
Temporary Equity [Line Items] | ||||||||||||
Gross proceeds from sale of shares | 3,000,000 | |||||||||||
New shares issued, conversion amount | 1,500,000 | |||||||||||
Expected term | 2 years | |||||||||||
Risk-free interest rate | 2.98% | |||||||||||
Volatility rate | 88.57% | |||||||||||
Shares issued | 248,311 | |||||||||||
Fair value of shares | 1,900,000 | |||||||||||
Series B Preferred Stock [Member] | ||||||||||||
Temporary Equity [Line Items] | ||||||||||||
Preferred Stock, shares authorized | 36,205,634 | |||||||||||
Conversion of preferred stock into common stock | -1,316,681 | 387,499 | ||||||||||
Shares issued, per share price | $5.16 | |||||||||||
Gross proceeds from sale of shares | 9,280,478 | 2,000,000 | ||||||||||
New shares issued | 541,496 | |||||||||||
New shares issued, conversion amount | 2,200,000 | |||||||||||
Accrued interest | 593,474 | |||||||||||
Expected term | 10 months | |||||||||||
Risk-free interest rate | 0.15% | |||||||||||
Volatility rate | 88.57% | 88.57% | ||||||||||
Conversion rate of warrants to preferred stock purchased | 25.00% | |||||||||||
Warrant exercisable | 9,692 | |||||||||||
Exercise price of warrants per share | $5.16 | $5.16 | $5.16 | $5.16 | ||||||||
Fair value of share, per share | $19.92 | $25.44 | ||||||||||
Preferred Stock, Fair Value | 18,900,000 | |||||||||||
Amount of value received in excess of issuance price | 21,500,000 | |||||||||||
Series B Preferred Stock [Member] | Preferred Stock Warrant Liability [Member] | ||||||||||||
Temporary Equity [Line Items] | ||||||||||||
Expected term | 10 months | |||||||||||
Risk-free interest rate | 0.13% | |||||||||||
Volatility rate | 88.57% | |||||||||||
Fair value of share, per share | $22.44 | |||||||||||
Preferred Stock, Fair Value | 5,200,000 | |||||||||||
Series B Preferred Stock [Member] | Series B Warrants [Member] | ||||||||||||
Temporary Equity [Line Items] | ||||||||||||
Expected term | 5 years | |||||||||||
Risk-free interest rate | 0.77% | |||||||||||
Volatility rate | 88.57% | |||||||||||
Shares issued | 928,995 | |||||||||||
Warrant exercisable | 96,921 | |||||||||||
Exercise price of warrants per share | $5.16 | |||||||||||
Warrants, fair value | 2,200,000 | |||||||||||
Fair value of share, per share | $25.44 | |||||||||||
Series B Preferred Stock [Member] | Series B Rights-Warrants [Member] | ||||||||||||
Temporary Equity [Line Items] | ||||||||||||
Rights-warrants expiration date | 1-Oct-13 | |||||||||||
Gain on fair value measurement adjustment | 10,500,000 | |||||||||||
Preferred stock, unexercised | 541,309 | |||||||||||
Series B Preferred Stock [Member] | Second Tranche [Member] | ||||||||||||
Temporary Equity [Line Items] | ||||||||||||
Preferred Stock, Fair Value | 8,300,000 | |||||||||||
Shares purchased by investors | 387,686 | |||||||||||
Gross proceeds from sale of shares | 2,000,000 | |||||||||||
Series B Preferred Stock [Member] | Second Tranche [Member] | Fair Value [Member] | ||||||||||||
Temporary Equity [Line Items] | ||||||||||||
Preferred Stock, Fair Value | $6,300,000 |
Stock_Purchase_Warrants_Additi
Stock Purchase Warrants - Additional Information (Detail) (USD $) | 12 Months Ended | |||||
Dec. 31, 2014 | Nov. 30, 2013 | Nov. 20, 2013 | Aug. 14, 2013 | Dec. 20, 2012 | Apr. 12, 2012 | |
Warrant [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrants to purchase shares | 60,000 | |||||
Exercise price of warrants per share | $10 | |||||
Warrants exercisable date | 1-May-15 | |||||
Warrants expiration date | 1-May-19 | |||||
Series B Preferred Stock [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrants to purchase shares | 9,692 | 96,921 | 96,921 | |||
Exercise price of warrants per share | $5.16 | $5.16 | $5.16 | $5.16 | ||
Series A and Series B Preferred Stock [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Conversion of preferred stock into common stock | 74,001 | |||||
Series A Preferred Stock [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrants to purchase shares | 2,042 | |||||
Exercise price of warrants per share | $12.24 |
Related_Party_Transactions_Add
Related Party Transactions - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Oct. 31, 2013 | |
Related Party Transaction [Line Items] | |||
Contributed services description | During the period from January 6, 2012 through October 14, 2013, he was not paid a salary by the Company and was an employee and paid a salary by Domain Associates, LLC ("Domain"), a related party. The value of his services has been reflected in the statement of operations as an expense and recorded as a contribution of capital. | ||
Contributed services fee to President and Chief Executive Officer | $219,167 | ||
Domain Partners VI LP [Member] | |||
Related Party Transaction [Line Items] | |||
Reduction in contribution service fee | 172,779 | ||
Convertible Note Payable-Related Parties [Member] | Domain Partners VI LP [Member] | |||
Related Party Transaction [Line Items] | |||
Convertible promissory note principal amount | $170,000 | ||
Convertible promissory note interest rate | 6.00% |
Commitments_and_Contingencies_1
Commitments and Contingencies - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Sep. 12, 2014 | Feb. 28, 2010 | |
sqft | |||
Commitments and Contingencies Disclosure [Abstract] | |||
Outstanding material claims | $0 | ||
Reserve for indemnification | 0 | ||
Milestone payments upon reaching development and regulatory milestone | 2,150,000 | ||
License and supply agreement termination description | The license and supply agreement runs through the 7th anniversary of the expiration of all patents licensed under the agreement, which the Company estimates to be April 2036, unless terminated earlier. | ||
Lease agreement period | 37 months | ||
Lease agreement area of office space | 3,700 | ||
Initial base annual rent | 5,604 | ||
Total base rent payable | $188,000 | $205,000 |
Commitments_and_Contingencies_2
Commitments and Contingencies - Schedule of Future Minimum Payments Under Non-Cancelable Operating Leases (Detail) (USD $) | Dec. 31, 2014 | Sep. 12, 2014 |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | ||
Operating lease obligations, Total | $188,000 | $205,000 |
Operating lease obligations, 2015 | 68,000 | |
Operating lease obligations, 2016 | 69,000 | |
Operating lease obligations, 2017 | $51,000 |