Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Jul. 29, 2016 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | CBYL | |
Entity Registrant Name | CARBYLAN THERAPEUTICS, INC. | |
Entity Central Index Key | 1,348,911 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 26,335,775 |
Condensed Balance Sheets (Unaud
Condensed Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 36,819 | $ 53,723 |
Prepaid expenses and other current assets | 1,138 | 1,222 |
Total current assets | 37,957 | 54,945 |
Property and equipment, net | 805 | |
Restricted cash | 50 | 50 |
Other assets | 991 | |
Total assets | 38,007 | 56,791 |
Current liabilities: | ||
Accounts payable | 187 | 1,460 |
Accrued expenses | 1,713 | 1,327 |
Loan payable | 1,455 | |
Deferred licensing revenue | 29 | 29 |
Total current liabilities | 1,929 | 4,271 |
Loans payable, net of current portion | 3,154 | |
Deferred licensing revenue, net of current portion | 42 | 56 |
Total liabilities | 1,971 | 7,481 |
Commitments and contingencies (Note 5) | ||
Stockholders’ equity | ||
Preferred stock, $0.001 par value; 5,000,000 shares authorized as of June 30, 2016 and December 31, 2015: no shares issued and outstanding as of June 30, 2016 and December 31, 2015 | ||
Common stock, $0.001 par value; 100,000,000 shares authorized as of June 30, 2016 and December 31, 2015: 26,335,775 shares issued and outstanding as of June 30, 2016 and 26,322,494 shares issued and outstanding as of December 31, 2015 | 27 | 27 |
Additional paid-in capital | 122,586 | 121,904 |
Accumulated deficit | (86,577) | (72,621) |
Total stockholders’ equity | 36,036 | 49,310 |
Total liabilities and stockholders’ equity | $ 38,007 | $ 56,791 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) (Unaudited) - $ / shares | Jun. 30, 2016 | Dec. 31, 2015 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 26,335,775 | 26,322,494 |
Common stock, shares outstanding | 26,335,775 | 26,322,494 |
Condensed Statements of Operati
Condensed Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |||
Income Statement [Abstract] | ||||||
License Revenue | $ 7 | $ 7 | $ 14 | $ 14 | ||
Operating Expenses: | ||||||
Research and development | 947 | 4,504 | 4,480 | 8,406 | ||
General and administrative | 2,604 | 1,170 | 4,146 | 2,176 | ||
Restructuring and lease termination charges | 3,420 | 3,420 | ||||
Impairment of long-lived assets | 1,460 | |||||
Total operating expenses | 6,971 | 5,674 | 13,506 | 10,582 | ||
Loss from Operations | (6,964) | (5,667) | (13,492) | (10,568) | ||
Other Income (expense): | ||||||
Interest income | 20 | 2 | 32 | 2 | ||
Interest expense | (406) | (169) | (493) | (1,005) | ||
Loss on extinguishment of convertible promissory notes | (3,177) | (3,177) | ||||
Other income (expense), net | (1) | (3) | 552 | |||
Net Loss and Comprehensive Loss | $ (7,350) | $ (9,012) | $ (13,956) | $ (14,196) | ||
Net loss per share to common stockholders, basic and diluted | $ (0.28) | $ (0.40) | [1] | $ (0.53) | $ (1.21) | [1] |
Weighted average common shares outstanding, basic and diluted | 26,334,622 | 22,622,127 | [1] | 26,333,558 | 11,722,606 | [1] |
[1] | Revised from a net loss per share to common stockholders, basic and diluted, of $0.37 per share and 24,303,819 weighted average common shares outstanding, basic and diluted, as previously reported for the three months ended June 30, 2015, and a net loss of $1.13 per share to common stockholders, basic and diluted, and 12,568,098 weighted average common shares outstanding, basic and diluted, as previously reported for the six months ended June 30, 2015. |
Condensed Statements of Operat5
Condensed Statements of Operations and Comprehensive Loss (Parenthetical) (Unaudited) - $ / shares | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2015 | ||
Net loss per share to common stockholders, basic and diluted | [1] | $ (0.40) | $ (1.21) |
Weighted average common shares outstanding, basic and diluted | [1] | 22,622,127 | 11,722,606 |
As Previously Reported [Member] | |||
Net loss per share to common stockholders, basic and diluted | $ 0.37 | $ 1.13 | |
Weighted average common shares outstanding, basic and diluted | 24,303,819 | 12,568,098 | |
[1] | Revised from a net loss per share to common stockholders, basic and diluted, of $0.37 per share and 24,303,819 weighted average common shares outstanding, basic and diluted, as previously reported for the three months ended June 30, 2015, and a net loss of $1.13 per share to common stockholders, basic and diluted, and 12,568,098 weighted average common shares outstanding, basic and diluted, as previously reported for the six months ended June 30, 2015. |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Cash Flows from Operating Activities | ||
Net loss | $ (13,956) | $ (14,196) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 34 | 65 |
Gain on sale of property and equipment | (23) | |
Stock based compensation expense | 680 | 155 |
Change in fair value of preferred stock warrant liability and derivative liability | (520) | |
Non-cash interest expense | 58 | 157 |
Amortization of loan and convertible promissory notes discount | 83 | 758 |
Loss on extinguishment of convertible promissory notes | 3,177 | |
Loss on extinguishment of loan payable | (250) | |
Impairment of long-lived assets | 1,460 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 412 | (924) |
Other assets | 59 | |
Accounts payable | (1,273) | 793 |
Accrued expenses | 386 | 59 |
Deferred licensing revenue | (14) | (14) |
Net cash used in operating activities | (12,344) | (10,490) |
Cash Flows from Investing Activities | ||
Purchase of property and equipment | (245) | (259) |
Sale of property and equipment | 183 | |
Net cash used in investing activities | (62) | (259) |
Cash Flows from Financing Activities | ||
Proceeds from issuance of common stock upon exercise of options, net | 2 | 149 |
Proceeds from issuance of common stock, net | 68,084 | |
Proceeds from convertible promissory notes | 4,000 | |
Repayment of loan payable | (4,500) | |
Net cash provided by (used in) financing activities | (4,498) | 72,233 |
Net increase (decrease) in cash and cash equivalents | (16,904) | 61,484 |
Cash and cash equivalents at beginning of period | 53,723 | 3,897 |
Cash and cash equivalents at end of period | 36,819 | 65,381 |
Supplemental Cash Flow Information | ||
Cash paid for interest | 606 | 45 |
Supplemental Disclosures of Non-cash Investing Activities | ||
Transfer of long-term deposits to property and equipment | $ 824 | |
Supplemental Disclosures of Non-cash Financing Activities | ||
Conversion of preferred stock warrants to common stock warrants | 347 | |
Conversion of preferred stock to common stock | 39,556 | |
Increase accrual of deferred public offering costs | 175 | |
Derivative related to convertible promissory notes at issuance | 1,196 | |
Beneficial conversion feature for convertible promissory notes | $ 519 |
Formation and Business of the C
Formation and Business of the Company | 6 Months Ended |
Jun. 30, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Formation and Business of the Company | 1. Formation and Business of the Company Carbylan Therapeutics, Inc. (the “Company”) is a clinical-stage specialty pharmaceutical company. The Company’s initial focus was on the development of Hydros-TA, its proprietary, intra-articular injectable product candidate to treat pain associated with osteoarthritis of the knee. The Company was incorporated in the state of Delaware on March 26, 2004 as Sentrx Surgical, Inc. The name of the Company was changed to Carbylan Biosurgery, Inc. on December 14, 2005. The name of the Company was changed to Carbylan Therapeutics, Inc. on March 7, 2014. Since commencing operations and until April 2016, the Company has devoted substantially all of its efforts to identifying and developing product candidates for therapeutic markets, recruiting personnel and raising capital. The Company has devoted predominantly all of its resources to the preclinical and clinical development of, and manufacturing capabilities for, Hydros-TA. The Company has never been profitable and has not yet commenced commercial operations. At June 30, 2016, the Company had an accumulated deficit of approximately $86.6 million. In February 2016, the Company announced topline results of its COR1.1 trial, a Phase 3 clinical trial comparing treatment with Hydros-TA to treatment with Hydros and with TA, on a standalone basis. Hydros-TA met the first of its two primary endpoints but did not meet its second primary endpoint. In March 2016, the Company engaged a financial and strategic advisor, Wedbush PacGrow, to advise it on strategic alternatives. In April 2016, the Company announced that it had suspended further clinical development of Hydros-TA and that it is actively pursuing a strategic transaction, including a merger or acquisition of the Company. In June 2016, the Company entered into a definitive share purchase agreement with KalVista Pharmaceuticals Ltd. pursuant to which the shareholders of KalVista will become the majority owners of the Company. In March 2016, the Company determined that it would not occupy the Newark Lease facility. (See Note 5.) As a result, the Company recorded an asset impairment charge consisting primarily of leasehold improvements for the Newark Lease of approximately $1.1 million. In June 2016, the Company entered in to a lease termination agreement with the lessor and agreed to the termination of the lease and to surrender the leased premises by June 30, 2016. The Company paid a one-time termination fee of $2.45 million on June 27, 2016 and surrendered the premises. (See Note 5.) In June 2016, the Company repaid in full its outstanding loan with Silicon Valley Bank pursuant to its Loan and Security Agreement originally entered into in October 2011, as well as the final interest payment and various fees. The total payment was $4.6 million, and the Loan and Security Agreement has terminated. There are no remaining aggregated annual payments under the Loan and Security Agreement as of June 30, 2016. (See Note 6.) In March 2016, the Company received a deficiency letter from the Listing Qualifications Department (the “Staff”) of The NASDAQ Stock Market notifying the Company that, for the last 30 consecutive business days, the bid price for the Company’s common stock had closed below the minimum $1.00 per share requirement for continued inclusion on The NASDAQ Global Market pursuant to NASDAQ Listing Rule 5450(a)(1) (the “Rule”). In accordance with NASDAQ Listing Rule 5810(c)(3)(A), the Company was provided an initial period of 180 calendar days, or until September 12, 2016, to regain compliance with the Rule. If, at any time before September 12, 2016, the bid price for the Company’s common stock closes at $1.00 or more for a minimum of 10 consecutive business days as required under Listing Rule 5810(c)(3)(A), the Staff would provide written notification to the Company that it complies with the Rule. On June 13, 2016, the Company received a notice from the Listing Qualifications Department of The NASDAQ Stock Market advising the Company that it has regained compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5450(a)(1) for continuous listing on The Nasdaq Global Market as a result of the bid price of the Company’s common stock having closed at or above $1.00 per share for the 10 consecutive business days prior to the date of the notice. In March 2015, the Company’s board of directors and stockholders approved a 4-for-1 reverse stock split of the Company’s common and preferred stock. The Company filed an amendment to its certificate of incorporation effecting the reverse stock split on March 13, 2015. All share and per share amounts contained in these financial statements and notes thereto, have been adjusted retroactively to reflect the reverse stock split. On April 8, 2015, the Company’s registration statement on Form S-1 (File No. 333-201278) relating to the initial public offering of its common stock was declared effective by the SEC. The initial public offering closed on April 14, 2015 at which time the Company sold 14,950,000 shares of common stock, which included 1,950,000 shares of common stock purchased by the underwriters upon the full exercise of their option to purchase additional shares of common stock. The Company received cash proceeds of approximately $66.3 million from the initial public offering, net of underwriting discounts and commissions and offering costs paid by the Company. Prior to the closing of the initial public offering, all outstanding shares of convertible preferred stock converted into 8,268,531 shares of common stock with the related carrying value of $39.6 million reclassified to common stock and additional paid-in capital. In addition, all convertible preferred stock warrants were converted into warrants exercisable for common stock and the convertible promissory notes were converted in to 2,287,120 shares of common stock. On April 14, 2015, the Company filed its Amended and Restated Certificate of Incorporation, authorizing 105,000,000 shares of capital stock, including 100,000,000 shares of authorized common stock and 5,000,000 shares of authorized undesignated preferred stock. Both the common stock and preferred stock have a par value of $0.001 per share. There are no shares of preferred stock outstanding at June 30, 2016. |
Summary of Significant Accounti
Summary of Significant Accounting Policies and Basis of Presentation | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies and Basis of Presentation | 2. Summary of Significant Accounting Policies and Basis of Presentation Basis of Presentation The accompanying interim condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements and reflect all adjustments which are, in the opinion of management, necessary to a fair statement of the results for the period presented herein. The unaudited interim financial statements have been prepared on the same basis as the annual financial statements. These interim financial results are not necessarily indicative of the results to be expected for the year ending December 31, 2016, or for any other future annual or interim period. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and the related notes thereto included in the Company’s Annual Report on Form 10-K filed on March 30, 2016 with the SEC. Use of Estimates The preparation of the interim condensed financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. On an ongoing basis, the Company evaluates its estimates, including those related to common stock, stock-based compensation expense, warrant liabilities, accruals, derivative liability, deferred tax valuation allowance and revenue recognition. Management bases its estimates on historical experience or on various other assumptions, including information received from its service providers, which it believes to be reasonable under the circumstances. Actual results could differ from those estimates. Risks and Uncertainties Medicinal drug product candidates, like those previously being developed by the Company, require approvals from the U.S. Food and Drug Administration (“FDA”) or foreign regulatory agencies prior to commercial sales. There can be no assurance that any product candidates will receive the necessary approvals and any failure to receive approval or delay in approval may have a material adverse impact on the business and financial statements of the sponsoring company. If the Company’s strategic transaction with KalVista is not consummated and it decides to continue its historical business operations, the Company may require substantial additional funding to operate . There can be no assurance that such financing will be available or will be at terms acceptable by the Company. Additionally, the Company will then be subject to risks common to companies in the pharmaceutical industry with no commercial operating history, including, but not limited to, dependency on the clinical and commercial success of its product candidates, ability to obtain regulatory approval of its product candidates, the need for substantial additional financing to achieve its goals, uncertainty of broad adoption of its approved products, if any, by physicians and consumers, significant competition and untested manufacturing capabilities. Concentration of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash and cash equivalents. The Company invests its excess cash in money market accounts. The Company’s cash and cash equivalents are held by a single financial institution and all cash is held in the United States. Such deposits may, at times, exceed federally insured limits. The Company has not recognized any losses during the periods presented and management does not believe that the Company is exposed to significant credit risk from its cash and cash equivalents. Segment Reporting The Company manages its operations as a single operating segment for the purposes of assessing performance and making operating decisions. The Company is a specialty pharmaceutical company focused on the development and commercialization of novel and proprietary therapies that address significant unmet medical needs. No product revenue has been generated since inception, and all assets are held in the United States. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity date of 90 days or less on the date of purchase to be cash equivalents. The Company invests its cash in bank deposits and money market funds. Restricted Cash The Company is required to guarantee the credit limit on its corporate credit card with a certificate of deposit of $50,000. The balance is included as restricted cash on the condensed balance sheets. Beneficial Conversion Feature From time to time, the Company may issue convertible promissory notes that have conversion prices that create an embedded beneficial conversion feature on the issuance date. A beneficial conversion feature exists on the date a convertible promissory note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the remaining unallocated proceeds of the note after first considering the allocation of a portion of the note proceeds to the fair value of any attached equity instruments, if any related equity instruments were granted with the debt. The intrinsic value of the beneficial conversion feature is recorded as a debt discount with a corresponding amount to additional paid-in capital. The debt discount is amortized to interest expense over the term of the note using the effective interest method. Embedded Derivatives Related to Convertible Promissory Notes Embedded derivatives that are required to be bifurcated from the underlying debt instrument (i.e. host) are accounted for and valued as a separate financial instrument. The Company evaluated the terms and features of the convertible promissory notes issued in September 2014 and February 2015 and identified embedded derivatives requiring bifurcation and accounting at fair value because the economic and contractual characteristics of the embedded derivatives met the criteria for bifurcation and separate accounting due to the conversion features (see Note 7 for a description of the conversion features). Property and Equipment, Net Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which are as follows: Computer equipment 3 years Lab equipment 3 years Furniture and fixtures 5 years Machinery and equipment 3 years Manufacturing equipment 7 years Leasehold improvements are amortized over the lesser of their useful lives or the term of the lease. Upon sale or retirement of the assets, the cost and related accumulated depreciation are removed from the balance sheet and the resulting gain or loss is recognized in the accompanying interim condensed statement of operations and comprehensive loss in operating expenses. Maintenance and repairs are charged to operations as incurred. Long-lived assets The Company assesses the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying value of such assets, or asset groups, may not be recoverable. Whenever events or changes in circumstances suggest that the carrying amount of long-lived assets may not be recoverable, the future undiscounted cash flows expected to be generated by the asset, or asset groups from its use or eventual disposition is estimated. If the sum of the expected future undiscounted cash flows is less than the carrying amount of those assets, or asset groups, an impairment loss is recognized based on the excess of the carrying amount over the fair value of the assets, or asset groups. Pre-clinical and Clinical Trial Accruals The Company’s clinical trial accruals are based on estimates of patient enrollment and related costs at clinical investigator sites as well as estimates for the services received and efforts expended pursuant to contracts with clinical research organizations that conduct and manage preclinical and clinical trials on the Company’s behalf. If contracts are modified based upon changes in the clinical trial protocol or scope of work to be performed, the Company modifies the estimates of accrued expenses accordingly. To date, there have been no material differences from its estimates to the amount actually incurred. Preferred Stock Warrant Liability The Company accounts for its warrants as either equity or liabilities based upon the characteristics and provisions of each instrument. Warrants classified as derivative liabilities are recorded on the Company’s accompanying balance sheets at their fair value on the date of issuance and are revalued at each subsequent balance sheet date, with fair value changes recognized as increases or reductions to other income (expense), net in the statements of operations and comprehensive loss. Research and Development Expenditures Costs incurred to further the Company’s research and development include salaries and related employee benefits, stock-based compensation expense, costs associated with clinical studies, nonclinical research and development activities, regulatory activities, research-related overhead expenses and fees paid to external service providers and contract research and manufacturing organizations that conduct certain research and development activities on behalf of the Company. Stock-Based Compensation The Company maintains performance incentive plans under which incentive stock options and non-qualified stock options may be granted to employees and non-employees. The Company accounts for stock-based compensation arrangements with employees in accordance with ASC 718, Compensation — Stock Compensation. The Company’s determination of the fair value of stock options on the date of grant utilizes the Black-Scholes option-pricing model, and is impacted by its common stock price as well as changes in assumptions regarding a number of subjective variables. These variables include, but are not limited to, expected term that options will remain outstanding, expected common stock price volatility over the term of the option awards, risk-free interest rates and expected dividends. The fair value is recognized over the period during which an optionee is required to provide services in exchange for the option award, known as the requisite service period (usually the vesting period), on a straight-line basis. Stock-based compensation expense recognized at fair value includes the impact of estimated forfeitures. The Company estimates future forfeitures at the date of grant and revises the estimates, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Income Taxes The Company accounts for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. The Company accounts for uncertain tax positions in accordance with ASC 740-10, Accounting for Uncertainty in Income Taxes. Net Loss per Share Attributable to Common Stockholders Basic earnings per share to common stockholders is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the periods presented. The computation of diluted earnings per share is similar to the computation of basic earnings per share, except that the denominator is increased for the assumed exercise of dilutive options and other potentially dilutive securities using the treasury stock method unless the effect is antidilutive. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards update (“ASU”) 2014-09, “Revenue from Contracts with Customers,” requiring an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in ASC 605, Revenue Recognition. This guidance is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. This guidance can be adopted either retrospectively to each prior reporting period presented, or retrospectively with a cumulative-effect adjustment recognized as of the date of adoption. The original effective date of this guidance for public entities was for annual reporting period beginning after December 15, 2016. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606), to defer the effective date of this guidance by one year, to the annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. A reporting entity may choose to early adopt the guidance as of the original effective date. The FASB has issued several updates to the standard which i) defer the original effective date from January 1, 2017 to January 1, 2018, while allowing for early adoption as of January 1, 2017 (ASU 2015-14); ii) clarify the application of the principal versus agent guidance (ASU 2016-08); and iii) clarify the guidance on inconsequential and perfunctory promises and licensing (ASU 2016-10). In May 2016, the FASB issued ASU 2016-12, Revenue from Contracts with Customers (Topic 606) Narrow-Scope Improvements and Practical Expedients, to address certain narrow aspects of the guidance including collectability criterion, collection of sales taxes from customers, noncash consideration, contract modifications and completed contracts. This issuance does not change the core principle of the guidance in the initial topic issued in May 2014. The Company does not anticipate an early adoption, and is currently evaluating the impact on its financial statements upon the adoption of this guidance. In August 2014, the FASB issued ASU NO. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). Under this guidance, an entity is required to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. This guidance offers specific accounting guidance for a lessee, a lessor and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. This guidance is effective for annual reporting period beginning after December 15, 2018, including interim periods within that reporting period, and requires a modified retrospective adoption, with early adoption permitted. The Company is currently evaluating the impact on its financial statements upon the adoption of this guidance. In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-09, Compensation – Stock Compensation (Topic 718). This guidance identifies areas for simplification involving several aspects of accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, an option to recognize gross stock compensation expense with actual forfeitures recognized as they occur, as well as certain classifications on the statement of cash flows. This guidance is effective for annual reporting period beginning after December 15, 2016, including interim periods within that reporting period, with early adoption permitted. The Company is currently evaluating the impact on its financial statements upon the adoption of this guidance. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 3. Fair Value Measurements The Company follows ASC 820-10, Fair Value Measurements and Disclosures, which among other things, defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, a three-tier fair value hierarchy has been established, which prioritizes the inputs used in measuring fair value as follows: Level 1 Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2 Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life. Level 3 Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. The Company’s investments in money market funds are measured at fair value on a recurring basis. These money market funds are actively traded and reported daily through a variety of sources. The fair value of the money market fund investments is classified as Level 1. The fair value of the certificates of deposit is classified as Level 2 due to the nature of a contractual restriction with a financial institution that requires the certificate of deposit to remain in place as collateral for the credit card, and therefore the ability to liquidate the investment is limited. There were no transfers between Level 1 and Level 2 during the periods presented. In certain cases where there is limited activity or less transparency around inputs to valuation, securities are classified as Level 3. During 2014 and through the date of the initial public offering in April 2015, the Company estimated the fair value of the warrant liability. The Company used the Black-Scholes option-pricing method to calculate the fair value of the warrant liability. Generally, increases or decreases in the fair value of the underlying convertible preferred stock resulted in a similar impact in the fair value measurement of the warrant liability. The fair value of the derivative of the September 2014 and February 2015 convertible promissory notes (see Note 7) was recorded as a derivative liability instrument that is measured at fair value at each reporting period. In connection with the initial public offering, the convertible promissory notes were converted in to shares of common stock, and the derivative liability is therefore not present at June 30, 2016. At March 31, 2015, the Company remeasured the fair value of the derivative for the September 2014 and February 2015 convertible promissory notes by estimating the fair value of the convertible promissory notes with and without the conversion derivative. To calculate the fair value of the convertible promissory notes without the conversion derivative, the Company estimated the present value of the expected cash payments at an assumed discount rate. To calculate the fair value of the convertible promissory notes with the conversion feature, the Company calculated the present value of the convertible promissory notes upon conversion at an initial public offering, and the present value of the convertible promissory notes at an equity financing. The Company applied a probability of occurrence to all of the conversion scenarios and estimated a weighted value of the notes with the conversion feature. The difference between the fair value of the convertible promissory notes with and without the conversion features is the fair value of the derivative. In April 2015, the Company completed the initial public offering, and there was no further re-measurement of derivative. The following table presents the Company’s fair value hierarchy for assets and liabilities measured at fair value on a recurring and non-recurring basis: Fair Value Measurements as of June 30, 2016 (in thousands) Quoted Price in Active Markets for Identical Significant other Observable Inputs Significant Unobservable Inputs Level 1 Level 2 Level 3 Total Assets Money market funds (1) $ 36,744 $ — $ — $ 36,744 Certificate of deposit — 50 — 50 $ 36,744 $ 50 $ — $ 36,794 Fair Value Measurements as of December 31, 2015 (in thousands) Quoted Price in Active Markets for Identical Significant other Observable Inputs Significant Unobservable Inputs Level 1 Level 2 Level 3 Total Assets Money market funds (1) $ 53,625 $ — $ — $ 53,625 Certificate of deposit — 50 — $ 50 $ 53,625 $ 50 $ — $ 53,675 (1) Included in cash and cash equivalents in the Company’s condensed balance sheet. |
Balance Sheet Components
Balance Sheet Components | 6 Months Ended |
Jun. 30, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Balance Sheet Components | 4. Balance Sheet Components Property and Equipment, Net The following table represents the components of property and equipment (in thousands): June 30, December 31, 2016 2015 Computer equipment $ - $ 30 Lab equipment - 697 Furniture and fixtures - 21 Machinery and equipment - 262 Leasehold improvements - 55 Construction in progress - 368 - 1,433 Less: Accumulated depreciation and amortization - (628 ) Total property and equipment, net $ - $ 805 Depreciation expense for the six months ended June 30, 2016 and 2015, was $34,000, and $65,000, respectively. The Company recorded an impairment charge of $1.5 million during March 2016 in connection with its determination not to occupy the Newark Lease facility and to suspend further clinical development of Hydros-TA. An impairment charge of $1.1 million was recorded, primarily related to leasehold improvements, furniture and fixtures for the Newark Lease facility that have no future use. Additionally, the Company determined that certain equipment used in the development of Hydros-TA was impaired and recorded an impairment charge of $0.4 million. In May 2016, this equipment was sold for $0.2 million, and an immaterial gain on the sale of the assets was recorded in operating expenses. Each of these impairment charges was measured using Level 1 inputs of the fair value hierarchy. Accrued Liabilities (in thousands) June 30, December 31, 2016 2015 Accrued payroll and related expenses $ 94 $ 727 Accrued restructuring 180 - Accrued legal expenses 727 77 Accrued research and clinical trial expenses 153 338 Accrued professional services 529 185 Other accrued expenses 30 - $ 1,713 $ 1,327 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 5. Commitments and Contingencies Operating Lease The Company leased its facilities in Palo Alto, California under a noncancelable operating lease which expired May 2016. The terms of the lease agreement required the Company to provide a security deposit of $69,000. The security deposit is included in other assets on the accompanying condensed balance sheets. In June 2016, the Company vacated these premises. The Company had a sub-lease agreement with a tenant for approximately thirty-seven percent of the square footage of the corporate headquarters. Under this agreement, the Company received $16,000 per month as rental income which is accounted for as a reduction of rent expense. The sub-lease agreement expired on February 29, 2016. On July 13, 2015, the Company entered into a lease for an 18,704 square foot facility located in Newark, California (the “Newark Lease”), with office, R&D and laboratory space. Under the Newark Lease, the landlord provided an allowance of $599,000 to fund certain improvements to the facility. The Newark Lease had an initial term of approximately six and a half years, with a monthly rental rate starting at $2.65 per square foot in the first year of the lease, escalating each year by 3.0%. The annual rent obligation was expected to be approximately $599,000 for the first year of the lease. The Company was responsible for certain other costs, such as insurance, taxes, utilities, maintenance and repairs, a property management fee, and reimbursement of certain expenses related to maintenance of common areas. The Company delivered a security deposit of approximately $149,000 in connection with the execution of the Newark Lease, and this amount is recorded in other assets on the condensed balance sheets. As of June 30, 2016, there are no aggregate future minimum lease payments since there are no current operating leases. Gross rent expense for the three months ended June 30, 2016 and 2015 was $332,000 and $110,000, respectively. The rental expense is reduced by the sublease rental income amounts of $0 and $48,000, respectively, for the three months ended June 30, 2016 and 2015. Gross rent expense for the six months ended June 30, 2016 and 2015 was $507,000 and $218,000, respectively. The rental expense is reduced by the sublease rental income amounts of $37,000 and $97,000, respectively, for the six months ended June 30, 2016 and 2015. Indemnification In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties and provide for general indemnification. The Company’s exposure under these agreements is unknown because it involves future claims that may be made against the Company but have not yet been made. To date, the Company has not paid any claims or been required to defend any action related to its indemnification obligations. However, the Company may record charges in the future as a result of these indemnification obligations. No amounts associated with such indemnifications have been recorded to date. From time to time, the Company may have certain contingent liabilities that arise in the ordinary course of business activities. The Company accrues a liability for such matters when it is probable that a liability has been incurred and that future expenditures can be reasonably estimated. There have been no contingent liabilities requiring accrual or disclosure at June 30, 2016. |
Loan and Security Agreement
Loan and Security Agreement | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Loan and Security Agreement | 6. Loan and Security Agreement In October 2011, the Company entered into a loan and security agreement (the “Loan and Security Agreement”) with a financial institution. In September 2014, the Loan and Security Agreement was amended. The interest rate was 3.95% per annum and the loan was repayable in thirty-six equal monthly installments, following an eighteen-month interest only period. The final balloon interest payment was approximately $0.5 million and was accreted over the life of the loan. The amendment was accounted for as a modification, and the unamortized debt discount as of the date of the modification was being amortized over the new loan period, using the effective interest rate method. In June 2016, the Company repaid the loan in full, as well as the final interest payment and various fees. The total payment was $4.6 million of accrued interest, the final balloon payment and principal, and the Loan and Security Agreement has terminated. There are no remaining aggregated annual payments under the Loan and Security Agreement as of June 30, 2016. |
Convertible Promissory Notes
Convertible Promissory Notes | 6 Months Ended |
Jun. 30, 2016 | |
Long Term Debt [Abstract] | |
Convertible Promissory Notes | 7. Convertible Promissory Notes On September 29, 2014 and February 19, 2015, the Company entered into convertible note purchase agreements and issued convertible promissory notes (the “Notes”) in an aggregate principal amount of $5.0 million and $4.0 million, respectively, to several related parties that own more than 10% of the Company’s capital stock. All principal and accrued interest on the Notes was converted to the Company’s common stock upon the completion of the Company’s initial public offering in April 2015. Upon conversion, 2,287,120 shares of common stock were issued. The Notes provided that upon completion of an initial public offering, the Notes would automatically convert into a number of shares of the Company’s common stock equal to the quotient obtained by dividing the entire principal amount and accrued interest on the Notes by 80% of the initial public offering price per share of the Company’s common stock. The Notes bore interest at a rate of 5% per annum, compounded annually. Due to the automatic conversion features contained in the Notes, the actual number of shares of common stock or preferred stock that would be required if a conversion of the Notes was made through the issuance of the Company’s common or preferred stock could not be predicted prior to the conversion taking place. In addition, the conversion that would occur upon a change in control of the Company met the definition of a put option and was not closely related to the debt. As a result, the automatic conversion features and put option, exclusive of the Series B conversion feature, required derivative accounting treatment and were bifurcated from the Notes and marked to market each reporting period through the statement of operations and comprehensive loss. The fair value of the automatic conversion features and put option of the Notes, exclusive of the Series B conversion feature, were recorded as a derivative liability instrument and measured at fair value at each reporting period. As of December 31, 2014, the Company estimated the fair value of the derivative by estimating the fair value of the Notes with and without the conversion derivative. To calculate the fair value of the Notes without the conversion derivative, the Company estimated the present value of the expected cash payments at an assumed discount rate of 8.25%. To calculate the fair value of the Notes with the conversion feature, the Company calculated the present value of the Notes upon conversion at an initial public offering, and the present value of the Notes at an equity financing. The risk-free rate for the assumed discount period is estimated at 0.05% and 0.15% in the respective conversion scenarios. The risk-free rate for the assumed discount period is estimated at 0.05% and 0.12% in the respective conversion scenarios at the valuation date of December 31, 2014. The Company applied a probability of occurrence to all of the conversion scenarios associated with the derivative and estimated a weighted value of the Notes with the conversion feature. The difference between the fair value of the Notes with and without the conversion features is the derivative. The fair value of the derivative was $1,495,000 as of December 31, 2014. Upon issuance of the February 2015 Notes, the Company calculated the derivative liability using the same methodology and assumptions as those used as of December 31, 2014 because there were not significant changes in the Company or in the operations of the Company that had occurred in that intervening time period. The additional derivative liability recorded upon issuance of the February 2015 Notes was $1,196,000. At March 31, 2015, the Company remeasured the fair value of the derivative liability for the Notes using a methodology similar to the methodology used at December 31, 2014, with a minimal discount period. The fair value of the derivative was $2,287,000. The Company determined that the Notes contain a beneficial conversion feature related to the conversion feature of the Notes into Series B convertible preferred stock. The beneficial conversion feature results from the difference between the fair value of the Company’s common stock at the date of issuance and the Series B Preferred Stock Conversion price of $4.8104 at the date of issuance. The beneficial conversion feature amounted to $2,275,000 for the September 2014 Notes and $158,000 for the February 2015 Notes as of the date of issuance of the respective Notes, and was recorded as a debt discount that would be amortized through the maturity date of the Notes. |
Convertible Preferred Stock War
Convertible Preferred Stock Warrants | 6 Months Ended |
Jun. 30, 2016 | |
Equity [Abstract] | |
Convertible Preferred Stock Warrants | 8. Convertible Preferred Stock Warrants The Company issued warrants to purchase shares of the Company’s convertible preferred stock at various times in connection with loans payable. Immediately prior to the closing of the initial public offering, all convertible preferred stock warrants were converted in to warrants exercisable for common stock. The fair value of the convertible preferred stock warrant liability was remeasured as of each reporting period end. As of March 31, 2015 (the last reporting period end prior to the initial public offering), the Company remeasured the fair value of the convertible preferred stock warrant liability using a Black-Scholes option-pricing method with the following assumptions: the Company’s initial public offering price of $5.00 per share, a weighted average remaining life of 6.5 years, an expected volatility of 58.3%, a weighted average risk-free interest rate of 1.55% and no expected dividend. The Company evaluated the down-round protection provisions of the warrant agreements by using a Monte Carlo simulation model and determined that the impact of such provisions was immaterial to the fair value of the warrants at the reporting dates. The assumptions are further described as follows: Expected Time to liquidity event — The Company estimated the time to liquidity event based on management’s analysis of the business, market conditions and clinical development. Expected Volatility — The Company estimates the expected volatility based on the average volatility for comparable publicly traded biopharmaceutical companies over a period equal to the expected time to liquidity event. When selecting the publicly traded biopharmaceutical companies, the Company selected companies with comparable characteristics to it, including enterprise value and risk profiles, and with historical share price information sufficient to meet the time to liquidity event. The Company will continue to apply this process until a sufficient amount of historical information regarding the volatility of its own stock price becomes available. Risk-Free Interest Rate — The risk-free interest rate is based on U.S. Treasury zero-coupon issues with remaining terms similar to the expected time to the liquidity event. Expected Dividend Rate — The Company has never paid any dividends and does not plan to pay dividends in the foreseeable future, and, therefore, used an expected dividend rate of zero in the valuation model. |
Common Stock
Common Stock | 6 Months Ended |
Jun. 30, 2016 | |
Federal Home Loan Banks [Abstract] | |
Common Stock | 9. Common Stock As of June 30, 2016 the Company’s Amended and Restated Certificate of Incorporation, as amended, has authorized 100,000,000 shares of common stock at $0.001 par value. Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. Common stockholders are entitled to receive dividends, as may be declared by the board of directors, if any, subject to the preferential dividend rights of the holders of the Series A and B convertible preferred stock. As of June 30, 2016, no dividends have been declared. |
Stock Option Plan
Stock Option Plan | 6 Months Ended |
Jun. 30, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock Option Plan | 10. Stock Option Plan Incentive stock options are granted with exercise prices not less than the estimated fair value of common stock, and non-statutory stock options may be granted with an exercise price of not less than 100% of the estimated fair value of the common stock on the date of grant. Options granted under the Plan expire no later than 10 years from the date of grant. Incentive stock options granted under the Plan vest over periods determined by the Board of Directors, generally over four years. Non-statutory stock options vest based on the terms of the individual agreement, generally from nine months to four years. As of June 30, 2016, options for 1,420,806 shares have been issued under the 2015 Equity Plan. The number of shares available for issuance under the Company’s 2015 Equity Plan will be increased on the first day of each fiscal year beginning in 2016, by an amount equal to the lessor of (1) 1,200,000 shares of stock and (2) four percent (4%) of the outstanding shares of stock on the last day of the immediately preceding year. The maximum number of shares of the Company’s common stock that may be delivered in satisfaction of awards under the 2015 Equity Plan is 2,585,833 shares, inclusive of 750,000 shares authorized upon creation of the 2015 Plan and 1,053,299 shares added January 1, 2016. Stock Option Modifications On April 12, 2016, the Company’s Board of Directors approved a restructuring plan effective as of April 15, 2016 and resulting in a reduction in force of the Company’s employees. As part of the reduction in force, the Company terminated the employment of an executive officer and retained his services as a consultant to the Company. The executive will serve as a consultant to the Company through October 15, 2016, unless the consulting agreement is terminated earlier by either party. The related option awards will continue to vest during the consulting period and if the consulting period is terminated prior to the end date, the executive will receive accelerated vesting of the portion of the stock options that would have vested had the services continued to the end of the consulting period. Additionally, all options awarded to the executive will remain outstanding, though they will not continue to vest, until the earliest to occur of (1) the consummation of a change of control, (ii) March 8, 2017 and (iii) the original expiration date of the stock option. After the earliest to occur of such dates, all of the stock options will terminate to the extent still outstanding. If a change in control occurs prior to the termination of the stock options the vesting will accelerate for 100% of the executive’s then-unvested stock options. The incremental fair value that is attributable to the modified options was insignificant. The Company terminated the employment of another executive as part of the reduction in force described in the preceding paragraph. The executive received accelerated vesting of his option awards that would have vested during the six month period following April 15, 2016. The incremental fair value of the modified awards was insignificant. As of June 30, 2016, the Company had 2,295,424 shares issuable upon exercise of outstanding option awards. Total stock-based compensation expense related to options and awards granted was allocated as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Research and Development $ 56 $ 1 $ 208 $ 10 General and administrative 256 36 472 145 Total $ 312 $ 37 $ 680 $ 155 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 11. Related Party Transactions In September 2014 and February 2015, the Company issued the Notes to several related parties that own more than 10% of the Company’s capital stock (see Note 7). Upon completion of the initial public offering, those Notes were converted in to shares of the Company’s common stock. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. Income Taxes The Company’s effective tax rate is 0% for income tax for the three and six months ended June 30, 2016 and the Company expects that its effective tax rate for the full year 2016 will be 0%. Based on the weight of available evidence, including cumulative losses since inception and expected future losses, the Company has determined that it is more likely than not that the deferred tax asset amount will not be realized and therefore a valuation allowance has been provided on net deferred tax assets. The Company has substantial net operating loss carry forwards available to offset future taxable income for federal and state income tax purposes. The ability to utilize the net operating losses may be limited due to changes in our ownership as defined by Section 382 of the Internal Revenue Code (the “Code”). Under the provisions of Sections 382 and 383 of the Code, a change of control, as defined in the Code, may impose an annual limitation on the amount of the Company’s net operating loss and tax credit carryforwards, and other tax attributes that can be used to reduce future tax liabilities. The Company files tax returns for U.S. Federal and State of California. The Company is not currently subject to any income tax examinations. Since the Company’s inception, the Company had incurred losses from operations, which generally allows all tax years to remain open. The gross amount of unrecognized tax benefits as of June 30, 2016 is approximately $0.8 million related to the reserve on R&D credits, none of which will affect the effective tax rate if recognized due to the valuation allowance. The Company does not expect any material changes in the next twelve months in unrecognized tax benefits. The Company recognizes interest and/or penalties related to uncertain tax positions. To the extent accrued interest and penalties do not ultimately become payable, amounts accrued will be reduced and reflected in the period that such determination is made. Any interest and penalties are recognized in income tax expense. The Company currently has no interest and penalties related to uncertain tax positions. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | 13. Subsequent Events On July 28, 2016, we received a deficiency letter from the Listing Qualifications Department of The NASDAQ Stock Market notifying us that, for the preceding 30 consecutive business days, the bid price for our common stock had closed below the minimum $1.00 per share requirement for continued inclusion on The NASDAQ Global Market pursuant to NASDAQ Listing Rule 5450(a)(1). In accordance with NASDAQ Listing Rule 5810(c)(3)(A), the Company has been provided an initial period of 180 calendar days, or until January 24, 2017, to regain compliance with the Rule. If, at any time before January 24, 2017, the bid price for the Company’s common stock closes at $1.00 or more for a minimum of 10 consecutive business days as required under Listing Rule 5810(c)(3)(A), the Staff will provide written notification to the Company that it complies with the Rule. If the Company does not regain compliance with the Rule by January 24, 2017, the Company may be eligible for an additional 180 calendar day compliance period. To qualify, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards, with the exception of the bid price requirement, and will need to provide written notice to the Staff of its intention to cure the deficiency during the second compliance period by effecting a reverse stock split if necessary. |
Summary of Significant Accoun20
Summary of Significant Accounting Policies and Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying interim condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements and reflect all adjustments which are, in the opinion of management, necessary to a fair statement of the results for the period presented herein. The unaudited interim financial statements have been prepared on the same basis as the annual financial statements. These interim financial results are not necessarily indicative of the results to be expected for the year ending December 31, 2016, or for any other future annual or interim period. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and the related notes thereto included in the Company’s Annual Report on Form 10-K filed on March 30, 2016 with the SEC. |
Use of Estimates | Use of Estimates The preparation of the interim condensed financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. On an ongoing basis, the Company evaluates its estimates, including those related to common stock, stock-based compensation expense, warrant liabilities, accruals, derivative liability, deferred tax valuation allowance and revenue recognition. Management bases its estimates on historical experience or on various other assumptions, including information received from its service providers, which it believes to be reasonable under the circumstances. Actual results could differ from those estimates. |
Risks and Uncertainties | Risks and Uncertainties Medicinal drug product candidates, like those previously being developed by the Company, require approvals from the U.S. Food and Drug Administration (“FDA”) or foreign regulatory agencies prior to commercial sales. There can be no assurance that any product candidates will receive the necessary approvals and any failure to receive approval or delay in approval may have a material adverse impact on the business and financial statements of the sponsoring company. If the Company’s strategic transaction with KalVista is not consummated and it decides to continue its historical business operations, the Company may require substantial additional funding to operate . There can be no assurance that such financing will be available or will be at terms acceptable by the Company. Additionally, the Company will then be subject to risks common to companies in the pharmaceutical industry with no commercial operating history, including, but not limited to, dependency on the clinical and commercial success of its product candidates, ability to obtain regulatory approval of its product candidates, the need for substantial additional financing to achieve its goals, uncertainty of broad adoption of its approved products, if any, by physicians and consumers, significant competition and untested manufacturing capabilities. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash and cash equivalents. The Company invests its excess cash in money market accounts. The Company’s cash and cash equivalents are held by a single financial institution and all cash is held in the United States. Such deposits may, at times, exceed federally insured limits. The Company has not recognized any losses during the periods presented and management does not believe that the Company is exposed to significant credit risk from its cash and cash equivalents. |
Segment Reporting | Segment Reporting The Company manages its operations as a single operating segment for the purposes of assessing performance and making operating decisions. The Company is a specialty pharmaceutical company focused on the development and commercialization of novel and proprietary therapies that address significant unmet medical needs. No product revenue has been generated since inception, and all assets are held in the United States. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity date of 90 days or less on the date of purchase to be cash equivalents. The Company invests its cash in bank deposits and money market funds. |
Restricted Cash | Restricted Cash The Company is required to guarantee the credit limit on its corporate credit card with a certificate of deposit of $50,000. The balance is included as restricted cash on the condensed balance sheets. |
Beneficial Conversion Feature | Beneficial Conversion Feature From time to time, the Company may issue convertible promissory notes that have conversion prices that create an embedded beneficial conversion feature on the issuance date. A beneficial conversion feature exists on the date a convertible promissory note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the remaining unallocated proceeds of the note after first considering the allocation of a portion of the note proceeds to the fair value of any attached equity instruments, if any related equity instruments were granted with the debt. The intrinsic value of the beneficial conversion feature is recorded as a debt discount with a corresponding amount to additional paid-in capital. The debt discount is amortized to interest expense over the term of the note using the effective interest method. |
Embedded Derivatives Related to Convertible Promissory Notes | Embedded Derivatives Related to Convertible Promissory Notes Embedded derivatives that are required to be bifurcated from the underlying debt instrument (i.e. host) are accounted for and valued as a separate financial instrument. The Company evaluated the terms and features of the convertible promissory notes issued in September 2014 and February 2015 and identified embedded derivatives requiring bifurcation and accounting at fair value because the economic and contractual characteristics of the embedded derivatives met the criteria for bifurcation and separate accounting due to the conversion features (see Note 7 for a description of the conversion features). |
Property and Equipment, Net | Property and Equipment, Net Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which are as follows: Computer equipment 3 years Lab equipment 3 years Furniture and fixtures 5 years Machinery and equipment 3 years Manufacturing equipment 7 years Leasehold improvements are amortized over the lesser of their useful lives or the term of the lease. Upon sale or retirement of the assets, the cost and related accumulated depreciation are removed from the balance sheet and the resulting gain or loss is recognized in the accompanying interim condensed statement of operations and comprehensive loss in operating expenses. Maintenance and repairs are charged to operations as incurred. |
Long-lived Assets | Long-lived assets The Company assesses the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying value of such assets, or asset groups, may not be recoverable. Whenever events or changes in circumstances suggest that the carrying amount of long-lived assets may not be recoverable, the future undiscounted cash flows expected to be generated by the asset, or asset groups from its use or eventual disposition is estimated. If the sum of the expected future undiscounted cash flows is less than the carrying amount of those assets, or asset groups, an impairment loss is recognized based on the excess of the carrying amount over the fair value of the assets, or asset groups. |
Pre-clinical and Clinical Trial Accruals | Pre-clinical and Clinical Trial Accruals The Company’s clinical trial accruals are based on estimates of patient enrollment and related costs at clinical investigator sites as well as estimates for the services received and efforts expended pursuant to contracts with clinical research organizations that conduct and manage preclinical and clinical trials on the Company’s behalf. If contracts are modified based upon changes in the clinical trial protocol or scope of work to be performed, the Company modifies the estimates of accrued expenses accordingly. To date, there have been no material differences from its estimates to the amount actually incurred. |
Preferred Stock Warrant Liability | Preferred Stock Warrant Liability The Company accounts for its warrants as either equity or liabilities based upon the characteristics and provisions of each instrument. Warrants classified as derivative liabilities are recorded on the Company’s accompanying balance sheets at their fair value on the date of issuance and are revalued at each subsequent balance sheet date, with fair value changes recognized as increases or reductions to other income (expense), net in the statements of operations and comprehensive loss. |
Research and Development Expenditures | Research and Development Expenditures Costs incurred to further the Company’s research and development include salaries and related employee benefits, stock-based compensation expense, costs associated with clinical studies, nonclinical research and development activities, regulatory activities, research-related overhead expenses and fees paid to external service providers and contract research and manufacturing organizations that conduct certain research and development activities on behalf of the Company. |
Stock-Based Compensation | Stock-Based Compensation The Company maintains performance incentive plans under which incentive stock options and non-qualified stock options may be granted to employees and non-employees. The Company accounts for stock-based compensation arrangements with employees in accordance with ASC 718, Compensation — Stock Compensation. The Company’s determination of the fair value of stock options on the date of grant utilizes the Black-Scholes option-pricing model, and is impacted by its common stock price as well as changes in assumptions regarding a number of subjective variables. These variables include, but are not limited to, expected term that options will remain outstanding, expected common stock price volatility over the term of the option awards, risk-free interest rates and expected dividends. The fair value is recognized over the period during which an optionee is required to provide services in exchange for the option award, known as the requisite service period (usually the vesting period), on a straight-line basis. Stock-based compensation expense recognized at fair value includes the impact of estimated forfeitures. The Company estimates future forfeitures at the date of grant and revises the estimates, if necessary, in subsequent periods if actual forfeitures differ from those estimates. |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. The Company accounts for uncertain tax positions in accordance with ASC 740-10, Accounting for Uncertainty in Income Taxes. |
Net Loss per Share Attributable to Common Stockholders | Net Loss per Share Attributable to Common Stockholders Basic earnings per share to common stockholders is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the periods presented. The computation of diluted earnings per share is similar to the computation of basic earnings per share, except that the denominator is increased for the assumed exercise of dilutive options and other potentially dilutive securities using the treasury stock method unless the effect is antidilutive. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards update (“ASU”) 2014-09, “Revenue from Contracts with Customers,” requiring an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in ASC 605, Revenue Recognition. This guidance is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. This guidance can be adopted either retrospectively to each prior reporting period presented, or retrospectively with a cumulative-effect adjustment recognized as of the date of adoption. The original effective date of this guidance for public entities was for annual reporting period beginning after December 15, 2016. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606), to defer the effective date of this guidance by one year, to the annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. A reporting entity may choose to early adopt the guidance as of the original effective date. The FASB has issued several updates to the standard which i) defer the original effective date from January 1, 2017 to January 1, 2018, while allowing for early adoption as of January 1, 2017 (ASU 2015-14); ii) clarify the application of the principal versus agent guidance (ASU 2016-08); and iii) clarify the guidance on inconsequential and perfunctory promises and licensing (ASU 2016-10). In May 2016, the FASB issued ASU 2016-12, Revenue from Contracts with Customers (Topic 606) Narrow-Scope Improvements and Practical Expedients, to address certain narrow aspects of the guidance including collectability criterion, collection of sales taxes from customers, noncash consideration, contract modifications and completed contracts. This issuance does not change the core principle of the guidance in the initial topic issued in May 2014. The Company does not anticipate an early adoption, and is currently evaluating the impact on its financial statements upon the adoption of this guidance. In August 2014, the FASB issued ASU NO. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). Under this guidance, an entity is required to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. This guidance offers specific accounting guidance for a lessee, a lessor and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. This guidance is effective for annual reporting period beginning after December 15, 2018, including interim periods within that reporting period, and requires a modified retrospective adoption, with early adoption permitted. The Company is currently evaluating the impact on its financial statements upon the adoption of this guidance. In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-09, Compensation – Stock Compensation (Topic 718). This guidance identifies areas for simplification involving several aspects of accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, an option to recognize gross stock compensation expense with actual forfeitures recognized as they occur, as well as certain classifications on the statement of cash flows. This guidance is effective for annual reporting period beginning after December 15, 2016, including interim periods within that reporting period, with early adoption permitted. The Company is currently evaluating the impact on its financial statements upon the adoption of this guidance. |
Summary of Significant Accoun21
Summary of Significant Accounting Policies and Basis of Presentation (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Estimated Useful Life of Property and Equipment | Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which are as follows: Computer equipment 3 years Lab equipment 3 years Furniture and fixtures 5 years Machinery and equipment 3 years Manufacturing equipment 7 years |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Summary of Fair Value Hierarchy for Assets and Liabilities Measured on a Recurring and Non-Recurring Basis | The following table presents the Company’s fair value hierarchy for assets and liabilities measured at fair value on a recurring and non-recurring basis: Fair Value Measurements as of June 30, 2016 (in thousands) Quoted Price in Active Markets for Identical Significant other Observable Inputs Significant Unobservable Inputs Level 1 Level 2 Level 3 Total Assets Money market funds (1) $ 36,744 $ — $ — $ 36,744 Certificate of deposit — 50 — 50 $ 36,744 $ 50 $ — $ 36,794 Fair Value Measurements as of December 31, 2015 (in thousands) Quoted Price in Active Markets for Identical Significant other Observable Inputs Significant Unobservable Inputs Level 1 Level 2 Level 3 Total Assets Money market funds (1) $ 53,625 $ — $ — $ 53,625 Certificate of deposit — 50 — $ 50 $ 53,625 $ 50 $ — $ 53,675 (1) Included in cash and cash equivalents in the Company’s condensed balance sheet. |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Components of Property and Equipment | The following table represents the components of property and equipment (in thousands): June 30, December 31, 2016 2015 Computer equipment $ - $ 30 Lab equipment - 697 Furniture and fixtures - 21 Machinery and equipment - 262 Leasehold improvements - 55 Construction in progress - 368 - 1,433 Less: Accumulated depreciation and amortization - (628 ) Total property and equipment, net $ - $ 805 |
Schedule of Accrued Liabilities | Accrued Liabilities (in thousands) June 30, December 31, 2016 2015 Accrued payroll and related expenses $ 94 $ 727 Accrued restructuring 180 - Accrued legal expenses 727 77 Accrued research and clinical trial expenses 153 338 Accrued professional services 529 185 Other accrued expenses 30 - $ 1,713 $ 1,327 |
Stock Option Plan (Tables)
Stock Option Plan (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Stock-Based Compensation Expense | Total stock-based compensation expense related to options and awards granted was allocated as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Research and Development $ 56 $ 1 $ 208 $ 10 General and administrative 256 36 472 145 Total $ 312 $ 37 $ 680 $ 155 |
Formation and Business of the25
Formation and Business of the Company - Additional Information (Detail) | Jun. 27, 2016USD ($) | Jun. 13, 2016$ / shares | Apr. 14, 2015USD ($)$ / sharesshares | Jun. 30, 2016USD ($)$ / sharesshares | Apr. 30, 2016USD ($)Employee | Mar. 31, 2016USD ($)$ / shares | Jun. 30, 2016USD ($)$ / sharesshares | Jun. 30, 2016USD ($)$ / sharesshares | Jun. 30, 2015USD ($) | Dec. 31, 2015USD ($)$ / sharesshares |
Organization And Basis Of Presentation [Line Items] | ||||||||||
Entity Incorporation, State Name | Delaware | |||||||||
Date of incorporation | Mar. 26, 2004 | |||||||||
Accumulated deficit | $ 86,577,000 | $ 86,577,000 | $ 86,577,000 | $ 72,621,000 | ||||||
Restructuring plan effective date | Apr. 15, 2016 | |||||||||
Restructuring plan, number of positions reduction | Employee | 14 | |||||||||
Number of employees | Employee | 17 | |||||||||
Severance payments | $ 300,000 | $ 700,000 | ||||||||
Asset Impairment charge | $ 1,460,000 | |||||||||
Termination fee paid | $ 2,450,000 | |||||||||
Number of consecutive business days | 10 days | 30 days | ||||||||
Common stock minimum bid price | $ / shares | $ 1 | |||||||||
Initial period allowed to regain compliance with listing qualifications | 180 days | |||||||||
Minimum bid price per share required to regain compliance with listing qualifications | $ / shares | $ 1 | |||||||||
Minimum bid price per share regained compliance with listing qualifications | $ / shares | $ 1 | |||||||||
Regain compliance with listing qualifications period end date | Sep. 12, 2016 | |||||||||
Reverse stock split, description | In March 2015, the Company’s board of directors and stockholders approved a 4-for-1 reverse stock split of the Company’s common and preferred stock. The Company filed an amendment to its certificate of incorporation effecting the reverse stock split on March 13, 2015. All share and per share amounts contained in these financial statements and notes thereto, have been adjusted retroactively to reflect the reverse stock split. | |||||||||
Reverse Stock Split, Conversion Ratio | 0.25 | |||||||||
Proceeds from issuance of common stock, net | $ 68,084,000 | |||||||||
Carrying value of convertible preferred stock into common stock | $ 39,556,000 | |||||||||
Capital stock, shares authorized | shares | 105,000,000 | |||||||||
Common stock, shares authorized | shares | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | |||||
Preferred stock, shares authorized | shares | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | |||||
Preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Preferred stock, shares outstanding | shares | 0 | 0 | 0 | 0 | ||||||
Convertible Preferred Stock [Member] | ||||||||||
Organization And Basis Of Presentation [Line Items] | ||||||||||
Convertible preferred stock converted into common stock | shares | 8,268,531 | |||||||||
Carrying value of convertible preferred stock into common stock | $ 39,600,000 | |||||||||
Initial Public Offering [Member] | ||||||||||
Organization And Basis Of Presentation [Line Items] | ||||||||||
Proceeds from issuance of common stock, net | $ 66,300,000 | |||||||||
Initial Public Offering [Member] | Common Stock [Member] | ||||||||||
Organization And Basis Of Presentation [Line Items] | ||||||||||
Shares of common stock sold | shares | 14,950,000 | |||||||||
Over-Allotment Option [Member] | ||||||||||
Organization And Basis Of Presentation [Line Items] | ||||||||||
Shares of common stock sold | shares | 1,950,000 | |||||||||
Loan and Security Agreement [Member] | ||||||||||
Organization And Basis Of Presentation [Line Items] | ||||||||||
Repayment of loan | $ 4,600,000 | |||||||||
Convertible Promissory Notes [Member] | ||||||||||
Organization And Basis Of Presentation [Line Items] | ||||||||||
Conversion of notes into common stock, shares | shares | 2,287,120 | |||||||||
Facility located in Newark, California [Member] | ||||||||||
Organization And Basis Of Presentation [Line Items] | ||||||||||
Asset Impairment charge | $ 1,500,000 | |||||||||
Facility located in Newark, California [Member] | Leasehold Improvements, Furniture and Fixtures [Member] | ||||||||||
Organization And Basis Of Presentation [Line Items] | ||||||||||
Asset Impairment charge | $ 1,100,000 | |||||||||
Minimum [Member] | ||||||||||
Organization And Basis Of Presentation [Line Items] | ||||||||||
Number of consecutive business days | 10 days | |||||||||
KalVista Pharmaceuticals Ltd [Member] | Share Purchase Agreement [Member] | ||||||||||
Organization And Basis Of Presentation [Line Items] | ||||||||||
Expected ownership percentage | 81.00% | |||||||||
Agreement termination fee | $ 3,000,000 | |||||||||
KalVista Pharmaceuticals Ltd [Member] | Share Purchase Agreement [Member] | Maximum [Member] | ||||||||||
Organization And Basis Of Presentation [Line Items] | ||||||||||
Reimbursable expenses under agreement termination | $ 1,000,000 | |||||||||
Executive Officer [Member] | ||||||||||
Organization And Basis Of Presentation [Line Items] | ||||||||||
Number of employees | Employee | 2 |
Summary of Significant Accoun26
Summary of Significant Accounting Policies Basis of Presentation - Additional Information (Detail) - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
Restricted Cash And Cash Equivalents Items [Line Items] | ||
Restricted cash | $ 50,000 | $ 50,000 |
Certificate of Deposit [Member] | ||
Restricted Cash And Cash Equivalents Items [Line Items] | ||
Restricted cash | $ 50,000 |
Summary of Significant Accoun27
Summary of Significant Accounting Policies Basis of Presentation - Estimated Useful Life of Property and Equipment (Detail) | 6 Months Ended |
Jun. 30, 2016 | |
Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life of property and equipment | 3 years |
Lab Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life of property and equipment | 3 years |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life of property and equipment | 5 years |
Machinery and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life of property and equipment | 3 years |
Manufacturing Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life of property and equipment | 7 years |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) | Jun. 30, 2016USD ($) |
Fair Value Disclosures [Abstract] | |
Transfers between Level 1 and Level 2, Assets | $ 0 |
Transfers between Level 2 and Level 1, Assets | 0 |
Transfers between Level 1 and Level 2, Liabilities | 0 |
Transfers between Level 2 and Level 1, Liabilities | 0 |
Derivative liability | $ 0 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Fair Value Hierarchy for Assets and Liabilities Measured on a Recurring and Non-Recurring Basis (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair value | $ 36,794 | $ 53,675 |
Quoted Price in Active Markets for Identical Assets Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair value | 36,744 | 53,625 |
Significant other Observable Inputs Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair value | 50 | 50 |
Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair value | 36,744 | 53,625 |
Money Market Funds [Member] | Quoted Price in Active Markets for Identical Assets Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair value | 36,744 | 53,625 |
Certificate of Deposit [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair value | 50 | 50 |
Certificate of Deposit [Member] | Significant other Observable Inputs Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair value | $ 50 | $ 50 |
Balance Sheet Components - Comp
Balance Sheet Components - Components of Property and Equipment (Detail) $ in Thousands | Dec. 31, 2015USD ($) |
Property, Plant and Equipment [Line Items] | |
Property and equipment, gross | $ 1,433 |
Less: Accumulated depreciation and amortization | (628) |
Total property and equipment, net | 805 |
Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, gross | 30 |
Lab Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, gross | 697 |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, gross | 21 |
Machinery and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, gross | 262 |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, gross | 55 |
Construction in progress [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, gross | $ 368 |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | ||
May 31, 2016 | Mar. 31, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation expense | $ 34 | $ 65 | ||
Asset Impairment charge | 1,460 | |||
Sale of equipment | $ 183 | |||
Facility located in Newark, California [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Asset Impairment charge | $ 1,500 | |||
Facility located in Newark, California [Member] | Leasehold Improvements, Furniture and Fixtures [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Asset Impairment charge | 1,100 | |||
Facility located in Newark, California [Member] | Certain Equipment [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Asset Impairment charge | $ 400 | |||
Sale of equipment | $ 200 |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Accrued Liabilities (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Payables And Accruals [Abstract] | ||
Accrued payroll and related expenses | $ 94 | $ 727 |
Accrued restructuring | 180 | |
Accrued legal expenses | 727 | 77 |
Accrued research and clinical trial expenses | 153 | 338 |
Accrued professional services | 529 | 185 |
Other accrued expenses | 30 | |
Total accrued liabilities | $ 1,713 | $ 1,327 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | Jun. 27, 2016USD ($) | Jul. 13, 2015USD ($)ft²$ / ft² | Mar. 31, 2016USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) |
Other Commitments [Line Items] | |||||||
Rental income per month, sub-lease agreement | $ 16,000 | ||||||
Gross rent expense | $ 332,000 | $ 110,000 | 507,000 | $ 218,000 | |||
Asset Impairment charge | 1,460,000 | ||||||
Termination fee paid | $ 2,450,000 | ||||||
Aggregate future minimum lease payments | 0 | 0 | |||||
Sublease rental income | 0 | $ 48,000 | 37,000 | $ 97,000 | |||
Indemnification Guarantee [Member] | |||||||
Other Commitments [Line Items] | |||||||
Contingent liabilities | 0 | $ 0 | |||||
Facility located in Newark, California [Member] | |||||||
Other Commitments [Line Items] | |||||||
Area of square foot lease premises | ft² | 18,704 | ||||||
Gross rent expense | $ 599,000 | ||||||
Operating leases, initial term of contract | 6 years 6 months | ||||||
Monthly rental rate per square foot | $ / ft² | 2.65 | ||||||
Annual base rent percentage | 3.00% | ||||||
Asset Impairment charge | $ 1,500,000 | ||||||
Facility located in Newark, California [Member] | Leasehold Improvements, Furniture and Fixtures [Member] | |||||||
Other Commitments [Line Items] | |||||||
Asset Impairment charge | $ 1,100,000 | ||||||
Facility located in Newark, California [Member] | Maximum [Member] | |||||||
Other Commitments [Line Items] | |||||||
Operating leases allowance for improvements | $ 599,000 | ||||||
Other Noncurrent Assets [Member] | Facility located in Newark, California [Member] | |||||||
Other Commitments [Line Items] | |||||||
Security deposit | $ 149,000 | ||||||
Non Cancellable Operating Lease [Member] | |||||||
Other Commitments [Line Items] | |||||||
Lease expiration period | 2016-05 | ||||||
Non Cancellable Operating Lease [Member] | Other Noncurrent Assets [Member] | |||||||
Other Commitments [Line Items] | |||||||
Security deposit | $ 69,000 | $ 69,000 | |||||
Sublease Agreement [Member] | |||||||
Other Commitments [Line Items] | |||||||
Percentage of square footage leased | 37.00% | ||||||
Lease expiration date | Feb. 29, 2016 |
Loan and Security Agreement - A
Loan and Security Agreement - Additional Information (Detail) - Loan and Security Agreement [Member] $ in Millions | 1 Months Ended | 6 Months Ended | |
Jun. 30, 2016USD ($) | Sep. 30, 2014USD ($)Installment | Jun. 30, 2016 | |
Debt Instrument [Line Items] | |||
Debt instrument interest rate | 3.95% | ||
Loan repayment description | The loan was repayable in thirty-six equal monthly installments, following an eighteen-month interest only period. The final balloon interest payment was approximately $0.5 million and was accreted over the life of the loan. | ||
Number of equal monthly installments | Installment | 36 | ||
Interest repayment period | 18 months | ||
Frequency of payments | Equal monthly installments | ||
Final balloon interest payment | $ 0.5 | ||
Repayment of loan | $ 4.6 |
Convertible Promissory Notes -
Convertible Promissory Notes - Additional Information (Detail) - USD ($) | Apr. 14, 2015 | Jun. 30, 2016 | Dec. 31, 2014 | Mar. 31, 2015 | Feb. 19, 2015 | Sep. 29, 2014 |
Convertible Promissory Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Initial public offering period | April 2,015 | |||||
Conversion of notes into common stock, shares | 2,287,120 | |||||
Debt instrument interest rate | 5.00% | |||||
Debt instrument payment terms | Annually | |||||
Present value of the notes assumed discount rate | 8.25% | |||||
Derivative liability | $ 1,495,000 | $ 2,287,000 | ||||
Debt instrument conversion price | $ 4.8104 | |||||
Convertible Promissory Notes [Member] | Fair Value of Notes With Conversion Derivative [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Risk-free interest rate | 0.05% | 0.05% | ||||
Convertible Promissory Notes [Member] | Fair Value of Notes without Conversion Derivative [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Risk-free interest rate | 0.15% | 0.12% | ||||
Convertible Promissory Notes [Member] | Related Parties that own more than ten percent of the company capital [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Convertible debt, aggregate principal amount | $ 4,000,000 | $ 5,000,000 | ||||
Debt instrument conversion rate | 80.00% | |||||
Convertible Promissory Notes [Member] | Related Parties that own more than ten percent of the company capital [Member] | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Ownership held by related parties | 10.00% | |||||
February 2015 Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Fair value of derivative liability at issuance | $ 1,196,000 | |||||
Debt instrument, convertible, beneficial conversion feature | 158,000 | |||||
September 2014 Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, convertible, beneficial conversion feature | $ 2,275,000 |
Convertible Preferred Stock W36
Convertible Preferred Stock Warrants - Additional Information (Detail) - Series B Warrants [Member] | 3 Months Ended |
Mar. 31, 2015$ / shares | |
Class of Warrant or Right [Line Items] | |
Weighted average remaining life | 6 years 6 months |
Expected volatility rate | 58.30% |
Weighted average risk-free interest rate | 1.55% |
Expected dividend rate | 0.00% |
Initial Public Offering [Member] | |
Class of Warrant or Right [Line Items] | |
Offering price per share | $ 5 |
Common Stock - Additional Infor
Common Stock - Additional Information (Detail) - USD ($) | 6 Months Ended | ||
Jun. 30, 2016 | Dec. 31, 2015 | Apr. 14, 2015 | |
Equity [Abstract] | |||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 |
Description of voting rights to shareholders | Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. | ||
Common stock dividends declared | $ 0 |
Stock Option Plan - Additional
Stock Option Plan - Additional Information (Detail) - shares | Jan. 01, 2016 | Jun. 30, 2016 |
Restructuring Plan [Member] | Consultant [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Accelerated vesting percentage of unvested stock options | 100.00% | |
Accelerated vesting description of option awards | all options awarded to the executive will remain outstanding, though they will not continue to vest, until the earliest to occur of (1) the consummation of a change of control, (ii) March 8, 2017 and (iii) the original expiration date of the stock option. After the earliest to occur of such dates, all of the stock options will terminate to the extent still outstanding. | |
Restructuring Plan [Member] | Executive [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Accelerated vesting period of option awards | 6 months | |
2004 Stock Option Plan [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock options granted, vesting period | 4 years | |
2004 Stock Option Plan [Member] | Maximum [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock options granted, expiration period | 10 years | |
2004 Stock Option Plan [Member] | Non-Statutory Stock Options [Member] | Minimum [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock options granted exercise price, based on percentage of estimated fair value | 100.00% | |
Stock options granted, vesting period | 9 months | |
2004 Stock Option Plan [Member] | Non-Statutory Stock Options [Member] | Maximum [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock options granted, vesting period | 4 years | |
2015 Equity Plan [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Share-based compensation arrangement by share-based payment award, options, granted | 1,420,806 | |
Shares available for future awards | 2,585,833 | |
Number of shares authorized | 750,000 | |
Number of shares available for issuance | 1,200,000 | |
Percentage of maximum outstanding shares of stock | 4.00% | |
Share-based compensation arrangement by share-based payment award, description | The number of shares available for issuance under the Company’s 2015 Equity Plan will be increased on the first day of each fiscal year beginning in 2016, by an amount equal to the lessor of (1) 1,200,000 shares of stock and (2) four percent (4%) of the outstanding shares of stock on the last day of the immediately preceding year. | |
Number of additional shares authorized | 1,053,299 | |
Shares issuable upon exercise of outstanding option awards | 2,295,424 |
Stock Option Plan - Schedule of
Stock Option Plan - Schedule of Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock based compensation expense | $ 312 | $ 37 | $ 680 | $ 155 |
Research and Development [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock based compensation expense | 56 | 1 | 208 | 10 |
General and Administrative [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock based compensation expense | $ 256 | $ 36 | $ 472 | $ 145 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2016 | |
Related Parties that own more than ten percent of the company capital [Member] | Minimum [Member] | Convertible Promissory Notes [Member] | |
Related Party Transaction [Line Items] | |
Ownership held by related parties | 10.00% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Jun. 30, 2016 | Dec. 31, 2016 | |
Operating Loss Carryforwards [Line Items] | |||
Effective income tax rate | 0.00% | 0.00% | |
Gross unrecognized tax benefits related to reserve on R&D credits | $ 800,000 | $ 800,000 | |
Material changes in the next twelve months in unrecognized tax benefits | $ 0 | 0 | |
Interest and penalties related to uncertain tax positions | $ 0 | ||
Forecast [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Effective income tax rate | 0.00% |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - $ / shares | Jul. 28, 2016 | Jun. 13, 2016 | Mar. 31, 2016 | Jun. 30, 2016 |
Subsequent Event [Line Items] | ||||
Number of consecutive business days | 10 days | 30 days | ||
Common stock minimum bid price | $ 1 | |||
Initial period allowed to regain compliance with listing qualifications | 180 days | |||
Minimum bid price per share required to regain compliance with listing qualifications | $ 1 | |||
Regain compliance with listing qualifications period end date | Sep. 12, 2016 | |||
Additional period allowed to regain compliance with listing qualifications | 180 days | |||
Minimum [Member] | ||||
Subsequent Event [Line Items] | ||||
Number of consecutive business days | 10 days | |||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Number of consecutive business days | 30 days | |||
Common stock minimum bid price | $ 1 | |||
Initial period allowed to regain compliance with listing qualifications | 180 days | |||
Minimum bid price per share required to regain compliance with listing qualifications | $ 1 | |||
Regain compliance with listing qualifications period end date | Jan. 24, 2017 | |||
Subsequent Event [Member] | Minimum [Member] | ||||
Subsequent Event [Line Items] | ||||
Number of consecutive business days | 10 days |