Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 07, 2016 | Jun. 30, 2015 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | ZFGN | ||
Entity Registrant Name | Zafgen, Inc. | ||
Entity Central Index Key | 1,374,690 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 27,268,943 | ||
Entity Public Float | $ 478.8 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 35,595 | $ 58,103 |
Marketable securities | 149,484 | 57,359 |
Tax incentive receivable | 1,323 | 391 |
Prepaid expenses and other current assets | 1,708 | 1,345 |
Total current assets | 188,110 | 117,198 |
Property and equipment, net | 902 | 79 |
Other assets | 94 | 242 |
Total assets | 189,106 | 117,519 |
Current liabilities: | ||
Accounts payable | 7,495 | 2,348 |
Accrued expenses | 6,112 | 3,172 |
Notes payable, current | 2,936 | 1,381 |
Total current liabilities | 16,543 | 6,901 |
Notes payable, net of discount, long-term | 3,453 | 6,177 |
Total liabilities | $ 19,996 | $ 13,078 |
Commitments and contingencies (Note 10) | ||
Stockholders' equity: | ||
Preferred stock; $0.001 par value per share; 5,000,000 shares authorized at December 31, 2015 and 2014; no shares issued and outstanding at December 31, 2015 and 2014 | ||
Common stock, $0.001 par value per share; 115,000,000 shares authorized at December 31, 2015 and 2014; 27,242,503 and 22,879,160 shares issued and outstanding at December 31, 2015 and 2014, respectively | $ 27 | $ 23 |
Additional paid-in capital | 348,961 | 209,838 |
Accumulated deficit | (179,671) | (105,385) |
Accumulated other comprehensive loss | (207) | (35) |
Total stockholders' equity | 169,110 | 104,441 |
Total liabilities and stockholders' equity | $ 189,106 | $ 117,519 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value per share | $ 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 per share | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 115,000,000 | 115,000,000 |
Common stock, shares issued | 27,242,503 | 22,879,160 |
Common stock, shares outstanding | 27,242,503 | 22,879,160 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Statement [Abstract] | |||
Revenue | $ 0 | $ 0 | $ 0 |
Operating expenses: | |||
Research and development | 54,618 | 27,391 | 9,561 |
General and administrative | 19,195 | 8,141 | 4,219 |
Total operating expenses | 73,813 | 35,532 | 13,780 |
Loss from operations | (73,813) | (35,532) | (13,780) |
Other income (expense): | |||
Interest income | 438 | 28 | |
Interest expense | (806) | (870) | |
Foreign currency transaction gains (losses), net | (105) | (104) | (247) |
Total other income (expense), net | (473) | (946) | (247) |
Net loss | (74,286) | (36,478) | (14,027) |
Accretion of redeemable convertible preferred stock to redemption value | (92) | (213) | |
Net loss attributable to common stockholders | $ (74,286) | $ (36,570) | $ (14,240) |
Net loss per share attributable to common stockholders, basic and diluted | $ (2.78) | $ (3) | $ (19.53) |
Weighted average common shares outstanding, basic and diluted | 26,756,079 | 12,189,155 | 729,001 |
Comprehensive loss: | |||
Net loss | $ (74,286) | $ (36,478) | $ (14,027) |
Other comprehensive loss: | |||
Unrealized loss on marketable securities | (172) | (35) | |
Total other comprehensive loss | (172) | (35) | |
Total comprehensive loss | $ (74,458) | $ (36,513) | $ (14,027) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Redeemable Convertible Preferred Stock [Member] | Redeemable Convertible Preferred Stock [Member]Series D Preferred Stock [Member] | Redeemable Convertible Preferred Stock [Member]Series E Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss [Member] |
Beginning balance at Dec. 31, 2012 | $ (54,729) | $ 1 | $ 150 | $ (54,880) | ||||
Issuance of redeemable convertible preferred stock, value | $ 5,955 | $ 34,844 | ||||||
Beginning balance, shares at Dec. 31, 2012 | 736,026 | |||||||
Temporary equity, beginning balance at Dec. 31, 2012 | $ 62,785 | |||||||
Temporary equity, beginning balance, shares at Dec. 31, 2012 | 73,991,017 | |||||||
Repurchase and retirement of common stock, at cost | (6,635) | |||||||
Issuance of common stock, shares | 4,381,914 | 16,110,473 | ||||||
Accretion of redeemable convertible preferred stock to redemption value | (213) | $ 213 | (213) | |||||
Stock-based compensation expense | 395 | 395 | ||||||
Net loss | (14,027) | (14,027) | ||||||
Ending balance at Dec. 31, 2013 | (68,574) | $ 1 | 332 | (68,907) | ||||
Ending balance, shares at Dec. 31, 2013 | 729,391 | |||||||
Temporary equity, ending balance at Dec. 31, 2013 | $ 103,797 | |||||||
Temporary equity, ending balance, shares at Dec. 31, 2013 | 94,483,404 | |||||||
Issuance of redeemable convertible preferred stock, value | $ 442 | |||||||
Issuance of common stock, shares | 204,101 | 6,900,000 | ||||||
Issuance of common stock | 100,164 | $ 7 | 100,157 | |||||
Conversion of redeemable convertible preferred stock to common stock, value | 104,331 | $ (104,331) | $ 15 | 104,316 | ||||
Conversion of redeemable convertible preferred stock to common stock, shares | (94,687,505) | 15,077,621 | ||||||
Accretion of redeemable convertible preferred stock to redemption value | (92) | $ 92 | (92) | |||||
Stock-based compensation expense | 1,553 | 1,553 | ||||||
Issuance of common stock upon exercise of stock options, value | 3 | 3 | ||||||
Issuance of common stock upon exercise of stock options, shares | 398 | |||||||
Issuance of common stock in lieu of milestone payment | 3,569 | 3,569 | ||||||
Issuance of common stock in lieu of milestone payment, shares | 171,750 | |||||||
Unrealized loss on marketable securities | (35) | $ (35) | ||||||
Net loss | (36,478) | (36,478) | ||||||
Ending balance at Dec. 31, 2014 | 104,441 | $ 23 | 209,838 | (105,385) | (35) | |||
Ending balance, shares at Dec. 31, 2014 | 22,879,160 | |||||||
Temporary equity, ending balance, shares at Dec. 31, 2014 | 0 | |||||||
Issuance of common stock, shares | 3,942,200 | |||||||
Issuance of restricted stock, shares | 2,902 | |||||||
Issuance of common stock | 129,571 | $ 4 | 129,567 | |||||
Issuance of restricted stock | 0 | $ 0 | $ 0 | 0 | 0 | 0 | ||
Issuance of common stock upon exercise of stock options and employee stock purchase plan, shares | 418,241 | |||||||
Issuance of common stock upon exercise of stock options and employee stock purchase plan | 974 | 974 | ||||||
Stock-based compensation expense | $ 8,582 | 8,582 | ||||||
Issuance of common stock upon exercise of stock options, shares | 410,701 | |||||||
Unrealized loss on marketable securities | $ (172) | (172) | ||||||
Net loss | (74,286) | (74,286) | ||||||
Ending balance at Dec. 31, 2015 | $ 169,110 | $ 27 | $ 348,961 | $ (179,671) | $ (207) | |||
Ending balance, shares at Dec. 31, 2015 | 27,242,503 | |||||||
Temporary equity, ending balance at Dec. 31, 2015 | $ 0 | |||||||
Temporary equity, ending balance, shares at Dec. 31, 2015 | 0 |
Consolidated Statements of Cha6
Consolidated Statements of Changes in Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Issuance of redeemable convertible preferred stock, issuance costs | $ 2,312 | $ 196 |
Series D Preferred Stock [Member] | ||
Issuance of redeemable convertible preferred stock, issuance costs | 1 | |
Series E Preferred Stock [Member] | ||
Issuance of redeemable convertible preferred stock, issuance costs | $ 1 | $ 156 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Cash flows from operating activities: | |||
Net loss | $ (74,286) | $ (36,478) | $ (14,027) |
Adjustments to reconcile net loss to net cash used in operating activities | |||
Stock-based compensation expense | 8,582 | 1,553 | 395 |
Non-cash interest expense | 62 | 46 | |
Depreciation expense | 70 | 16 | 12 |
Common stock issued in lieu of milestone payment | 3,569 | ||
Unrealized foreign currency transaction losses | 82 | 93 | 250 |
Premium on marketable securities, net | (2,036) | (225) | |
Amortization of premium on marketable securities | 1,243 | 31 | |
Changes in operating assets and liabilities: | |||
Prepaid expenses and other current assets | (363) | (1,121) | 165 |
Tax incentive receivable | (1,014) | 1,133 | (1,237) |
Accounts payable | 4,914 | 815 | 237 |
Accrued expenses | 3,192 | 2,327 | (799) |
Net cash used in operating activities | (59,554) | (28,241) | (15,004) |
Cash flows from investing activities: | |||
Proceeds from maturities of marketable securities | 195,987 | ||
Purchases of marketable securities | (287,491) | (57,200) | |
Purchases of property and equipment | (595) | (58) | (17) |
Deposits for leased property | (19) | (57) | |
Net cash used in investing activities | (92,118) | (57,315) | (17) |
Cash flows from financing activities: | |||
Proceeds from issuance of redeemable convertible preferred stock, net of issuance costs | 442 | 40,799 | |
Proceeds from issuance of notes payable, net of issuance costs | 7,386 | ||
Payments of debt offering costs | (49) | ||
Repayments of notes payable | (1,381) | ||
Proceeds from exercise of common stock options and employee stock purchase plan | 974 | 3 | |
Proceeds from public offerings, net of commissions and underwriting discounts | 130,044 | 102,672 | |
Payments of public offering costs | (473) | (2,312) | (196) |
Net cash provided by financing activities | 129,164 | 108,142 | 40,603 |
Net (decrease) increase in cash and cash equivalents | (22,508) | 22,586 | 25,582 |
Cash and cash equivalents at beginning of period | 58,103 | 35,517 | 9,935 |
Cash and cash equivalents at end of period | 35,595 | 58,103 | 35,517 |
Supplemental disclosure of non-cash investing and financing activities: | |||
Accretion of redeemable convertible preferred stock to redemption values | 92 | 213 | |
Deferred offering costs included in accounts payable and accrued expenses | 148 | $ 547 | |
Property and equipment included in accounts payable | 298 | ||
Conversion of redeemable preferred stock to common stock | 104,331 | ||
Conversion of milestone liabilities to common stock | 3,569 | ||
Supplemental disclosure of cash flow information: | |||
Cash paid for interest | $ 584 | $ 632 |
Nature of the Business and Basi
Nature of the Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Nature of the Business and Basis of Presentation | 1. Nature of the Business and Basis of Presentation Zafgen, Inc. (the “Company”) was incorporated on November 22, 2005 under the laws of the State of Delaware. The Company is a biopharmaceutical company dedicated to significantly improving the health and well-being of patients affected by obesity and complex metabolic disorders. Zafgen is focused on developing novel therapeutics that treat the underlying biological mechanisms through the methionine aminopeptidase 2 (“MetAP2”) pathway. Beloranib, the Company’s lead product candidate, is a novel, first-in-class, twice-weekly subcutaneous injection being developed for the treatment of multiple indications, including severe obesity in two rare diseases, Prader-Willi syndrome and obesity caused by hypothalamic injury, including craniopharyngioma-associated obesity. Zafgen is also developing ZGN-839, a liver-targeted MetAP2 inhibitor, for the treatment of nonalcoholic steatohepatitis and abdominal obesity, as well as other second-generation MetAP2 inhibitors for severe obesity. Since its inception, the Company has devoted substantially all of its efforts to research and development, recruiting management, acquiring operating assets and raising capital. The Company is subject to risks common to companies in the biotechnology industry including, but not limited to, new technological innovations, protection of proprietary technology, dependence on key personnel, compliance with government regulations and the need to obtain additional financing. Product candidates currently under development will require significant additional research and development efforts, including extensive pre-clinical and clinical testing and regulatory approval, prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel infrastructure, and extensive compliance-reporting capabilities. The Company’s product candidates are all in the development stage. There can be no assurance that the Company’s research and development will be successfully completed, that adequate protection for the Company’s intellectual property will be obtained, that any products developed will obtain necessary government regulatory approval or that any approved products will be commercially viable. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will generate significant revenue from product sales. The Company operates in an environment of rapid change in technology and substantial competition from pharmaceutical and biotechnology companies. In addition, the Company is dependent upon the services of its employees and consultants. The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries Zafgen Securities Corporation, Zafgen Australia Pty Limited, and Zafgen Animal Health, LLC. All significant intercompany balances and transactions have been eliminated. The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). On June 24, 2014, the Company completed an initial public offering (“IPO”) of its common stock, which resulted in the sale of 6,900,000 shares at a price of $16.00 per share. The Company received net proceeds from the IPO of approximately $102,672 based upon the price of $16.00 per share and after deducting underwriting discounts and commissions paid by the Company. The Company also incurred offering costs of $2,508 related to the IPO. On January 28, 2015, the Company completed a follow-on offering of its common stock, which resulted in the sale of 3,942,200 shares at a price of $35.00 per share. The Company received net proceeds from the follow-on offering of $130,044 based upon the price of $35.00 per share after deducting underwriting discounts and commissions. The Company also incurred offering costs of $473 related to the follow-on offering. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of expenses during the reporting periods. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the accrual of research and development expenses and the valuation of common stock prior to the IPO and stock-based awards. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Actual results could differ from the Company’s estimates. Cash Equivalents The Company considers all short-term, highly liquid investments with original maturities of ninety days or less at acquisition date to be cash equivalents. Cash equivalents, which consist of money market funds, U.S. government securities, corporate bonds, and commercial paper, are stated at fair value. Concentration of Credit Risk and of Significant Suppliers Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents and marketable securities. The Company has all cash and cash equivalents and marketable securities balances at two accredited financial institutions in amounts that exceed federally insured limits. The Company does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. The Company is dependent on third-party manufacturers to supply products for research and development activities in its programs. In particular, the Company relies and expects to continue to rely on a small number of manufacturers to supply it with its requirements for the active pharmaceutical ingredients and formulated drugs related to these programs. These programs could be adversely affected by a significant interruption in the supply of active pharmaceutical ingredients and formulated drugs. Marketable securities Marketable securities consist of investments with original maturities greater than ninety days. The Company has classified its investments with maturities beyond one year as short term, based on their highly liquid nature and because such marketable securities represent the investment of cash that is available for current operations. The Company considers its investment portfolio of investments available-for-sale. Accordingly, these investments are recorded at fair value, which is based on quoted market prices. Unrealized gains and losses are reported as a component of accumulated other comprehensive income (loss) in stockholders’ equity (deficit). Realized gains and losses and declines in value judged to be other than temporary are included as a component of other income (expense), net based on the specific identification method. When determining whether a decline in value is other than temporary, the Company considers various factors, including whether the Company has the intent to sell the security, and whether it is more likely than not that the Company will be required to sell the security prior to recovery of its amortized cost basis. Fair value is determined based on quoted market prices. Deferred Offering Costs The Company capitalizes certain legal, accounting and other third-party fees that are directly associated with in-process equity financings as other assets until such financings are consummated. After consummation of the equity financing, these costs are recorded in stockholders’ equity (deficit) as a reduction of additional paid-in capital generated as a result of the offering or as a reduction to the carrying value of preferred stock issued. As of December 31, 2014, the Company recorded $148 of deferred offering costs, included in other assets in the accompanying consolidated balance sheet, in contemplation of the Company’s follow-on offering of its common stock, which closed in January 2015. Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation expense is recognized using the straight-line method over a five-year estimated useful life for equipment, furniture and fixtures and office equipment. Leasehold improvements are amortized over the shorter of the asset life or the term of the lease agreement. Expenditures for repairs and maintenance of assets are charged to expense as incurred. Upon retirement or sale, the cost and related accumulated depreciation of assets disposed of are removed from the accounts and any resulting gain or loss is included in loss from operations. Impairment of Long-Lived Assets Long-lived assets consist of property and equipment. Long-lived assets to be held and used are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends, and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate a long-lived asset for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset to its carrying value. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of an asset are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset over its fair value, determined based on discounted cash flows. To date, the Company has not recorded any impairment losses on long-lived assets. Research and Development Costs Research and development costs are expensed as incurred. Included in research and development expenses are wages, stock-based compensation and benefits of employees, third-party license fees and milestones and other operational costs related to the Company’s research and development activities, including facility-related expenses and external costs of outside vendors engaged to conduct pre-clinical studies, manufacturing activities, and clinical trials. The Company records research and development expenses net of any research and development tax incentives the Company is entitled to receive from government authorities. Research Contract Costs and Accruals The Company has entered into various research and development contracts with research institutions and other companies both inside and outside of the United States. These agreements are generally cancelable, and related payments are recorded as research and development expenses as incurred. The Company records accruals for estimated ongoing research costs. When evaluating the adequacy of the accrued liabilities, the Company analyzes progress of the studies, including the phase or completion of events, invoices received and contracted costs. Significant judgments and estimates are made in determining the accrued balances at the end of any reporting period. Actual results could differ from the Company’s estimates. The Company’s historical accrual estimates have not been materially different from the actual costs. Patent Costs All patent-related costs incurred in connection with filing and prosecuting patent applications are recorded as general and administrative expenses as incurred, as recoverability of such expenditures is uncertain. Accounting for Stock-Based Compensation The Company measures all stock options and other stock-based awards granted to employees and directors at the fair value on the date of the grant using the Black-Scholes option-pricing model. The fair value of the awards is recognized as expense, net of estimated forfeitures, over the requisite service period, which is generally the vesting period of the respective award. The straight-line method of expense recognition is applied to all awards with service-only conditions. For stock-based awards granted to consultants and nonemployees, compensation expense is recognized over the period during which services are rendered by such consultants and nonemployees until completed. At the end of each financial reporting period prior to completion of the service, the fair value of these awards is re-measured using the then-current fair value of the Company’s common stock and updated assumption inputs in the Black-Scholes option-pricing model. The Company classifies stock-based compensation expense in its consolidated statement of operations and comprehensive loss in the same manner in which the award recipient’s payroll costs are classified or in which the award recipients’ service payments are classified. The Company recognizes compensation expense for only the portion of awards that are expected to vest. In developing a forfeiture rate estimate, the Company has considered its historical experience to estimate pre-vesting forfeitures for service-based awards. Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Company’s tax returns. Deferred taxes are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. The Company accounts for uncertainty in income taxes recognized in the consolidated financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the consolidated financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate as well as the related net interest and penalties. Segment Data The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions. The Company’s singular focus is on advancing novel therapeutics for patients suffering from severe obesity and obesity-related disorders. No revenue has been generated since inception, and all tangible assets are held in the United States. Comprehensive Loss Comprehensive loss includes net loss as well as other changes in stockholders’ equity (deficit) that result from transactions and economic events other than those with stockholders. For the years ended December 31, 2015 and 2014, the Company’s only element of other comprehensive loss was unrealized loss on marketable securities. For the year ended December 31, 2013, there was no difference between net loss and comprehensive loss. Net Income (Loss) Per Share Upon the closing of the Company’s IPO in June 2014, all of the Company’s outstanding redeemable convertible preferred shares were converted into shares of common stock. Prior to this conversion, the Company followed the two-class method when computing net income (loss) per share as the Company had issued shares that meet the definition of participating securities. The two-class method determines net income (loss) per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. The Company’s redeemable convertible preferred shares contractually entitled the holders of such shares to participate in dividends, but did not contractually require the holders of such shares to participate in losses of the Company. Accordingly, the two-class method did not apply for periods in which the Company reported a net loss or a net loss attributable to common stockholders resulting from dividends or accretion related to its redeemable convertible preferred shares. Basic net income (loss) per share attributable to common stockholders is computed by dividing the net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted net income (loss) per share attributable to common stockholders is computed by dividing the diluted net income (loss) attributable to common stockholders by the weighted average number of common shares, including potential dilutive common shares assuming the dilutive effect of outstanding stock options and unvested restricted common shares, as determined using the treasury stock method. For periods in which the Company has reported net losses, diluted net loss per common share attributable to common stockholders is the same as basic net loss per common share attributable to common stockholders, since dilutive common shares are not assumed to have been issued if their effect is antidilutive. Recently Issued and Adopted Accounting Pronouncements In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements—Going Concern In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes. In February 2016, the FASB issued ASU No. 2016-02, Leases |
Fair Value Measurements and Mar
Fair Value Measurements and Marketable Securities | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements and Marketable Securities | 3. Fair Value Measurements and Marketable Securities Fair Value Measurements The following tables present information about the Company’s financial assets that have been measured at fair value at December 31, 2015 and 2014, and indicate the fair value of the hierarchy of the valuation inputs utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair value determined by Level 2 inputs utilize observable inputs other than Level 1 prices, such as quoted prices, for similar assets or liabilities, quoted market prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and includes situations where there is little, if any, market activity for the asset or liability. The following tables summarize the Company’s cash equivalents and marketable securities as of December 31, 2015 and 2014: December 31, 2015 Total Quoted Significant Significant Cash equivalents: Money market funds $ 13,231 $ 13,231 $ — $ — U.S. government securities 4,999 — 4,999 — Commercial paper 4,697 — 4,697 — Corporate bonds 3,000 — 3,000 — Total cash equivalents 25,927 13,231 12,696 — Marketable securities: Corporate bonds 125,516 — 125,516 — Commercial paper 19,468 — 19,468 — U.S. government securities 4,500 — 4,500 — Total marketable securities 149,484 — 149,484 — Total cash equivalents and marketable securities $ 175,411 $ 13,231 $ 162,180 $ — December 31, 2014 Total Quoted Significant Significant Cash equivalents: Money market funds $ 14,742 $ 14,742 $ — $ — U.S. government securities 27,767 — 27,767 — Total cash equivalents 42,509 14,742 27,767 — Marketable securities: U.S. government securities 34,191 — 34,191 — Corporate bonds 22,168 — 22,168 — Commercial paper 1,000 — 1,000 — Total marketable securities 57,359 — 57,359 — Total cash equivalents and marketable securities $ 99,868 $ 14,742 $ 85,126 $ — The carrying amounts reflected in the consolidated balance sheets for tax incentive receivable, accounts payable, and accrued expenses approximate fair value due to their short-term maturities. The carrying value of the Company’s outstanding notes payable approximates fair value (a level 2 fair value measurement), reflecting discount rates currently available to the Company. Marketable Securities The following table summarizes the Company’s marketable securities as of December 31, 2015 and 2014: December 31, 2015 Amortized Gross Gross Fair Value Assets: Corporate bonds (due within 1 year) $ 112,825 $ 1 $ (166 ) $ 112,660 Corporate bonds (due after 1 year through 2 years) 12,884 3 (31 ) 12,856 Commercial paper (due within 1 year) 19,478 — (10 ) 19,468 U.S. government securities (due within 1 year) 4,500 — — 4,500 $ 149,687 $ 4 $ (207 ) $ 149,484 December 31, 2014 Amortized Cost Gross Gross Fair Value Assets: U.S. government securities (due within 1 year) $ 34,200 $ — $ (9 ) $ 34,191 Corporate bonds (due within 1 year) 18,716 — (18 ) 18,698 Corporate bonds (due after 1 year through 2 years) 3,478 — (8 ) 3,470 Commercial paper (due within 1 year) 1,000 — — 1,000 $ 57,394 $ — $ (35 ) $ 57,359 |
Property and Equipment, net
Property and Equipment, net | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | 4. Property and Equipment, net Property and equipment, net consisted of the following as of December 31, 2015 and 2014: December 31, Useful Life 2015 2014 Office equipment 5 years $ 359 $ 79 Furniture and fixtures 5 years 186 50 Equipment 5 years 71 — Leasehold improvements * 406 — 1,022 129 Less: Accumulated depreciation (120 ) (50 ) $ 902 $ 79 * shorter of asset life or lease term Depreciation expense was $70, $16 and $12 for the years ended December 31, 2015, 2014 and 2013, respectively. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | 5. Accrued Expenses Accrued expenses consisted of the following as of December 31, 2015 and 2014: December 31, 2015 2014 Accrued payroll and related expenses $ 1,802 $ 1,239 Accrued research and development expenses 3,727 1,180 Accrued professional fees 422 585 Accrued other 161 168 $ 6,112 $ 3,172 |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Notes Payable | 6. Notes Payable On March 31, 2014, the Company entered into a loan and security agreement with Oxford Finance LLC and Midcap Financial (the “Credit Facility”). The Credit Facility provided for initial borrowings of $7,500 under a term loan (“Term Loan A”) and additional borrowings of up to $12,500 under other term loans, for a maximum of $20,000. On March 31, 2014, the Company received proceeds of $7,500 from the issuance of promissory notes under the Term Loan A. Of the additional $12,500 amount that was available, $7,500 (“Term Loan B”) was available to be drawn down until September 30, 2014 and $5,000 (“Term Loan C”) was available to be drawn down for a 30-day period upon the completion of the Company’s IPO that occurred in June 2014. The Company elected not to draw down Term Loan B or Term Loan C and these amounts are no longer available to the Company. All promissory notes issued under the Credit Facility are collateralized by substantially all of the Company’s personal property, other than its intellectual property. Upon entering into this Credit Facility, the Company was obligated to make monthly, interest-only payments on any term loans funded under the Credit Facility until December 1, 2014 and, thereafter, to pay 36 consecutive, equal monthly installments of principal and interest from January 1, 2015 through December 1, 2017. As per the terms of the agreement, in June 2014, upon the completion of the Company’s IPO, the term of monthly, interest-only payments were extended until June 1, 2015. Outstanding term loans under the Credit Facility bear interest at an annual rate of 8.1%. In addition, a final payment equal to 6.0% of any amounts drawn under the Credit Facility is due upon the earlier of the maturity date, acceleration of the term loans or prepayment of all or part of the term loans. The Company accrues the final payment amount due relating to Term Loan A of $450, to outstanding debt by charges to interest expense using the effective-interest method from the date of issuance through the maturity date. Term Loan A was recorded in the balance sheet net of debt discount of $114 that was related to fees assessed by the lender at the time of borrowing. The debt discount is being accreted to the principal amount of the debt. In addition, deferred financing costs of $49 are being amortized to interest expense using the effective-interest method over the same term. For the years ended December 31, 2015 and 2014, the company recorded additional interest expense of $62 and $50, respectively, related to the accretion of debt discount and amortization of deferred financing costs. The effective annual interest rate of the outstanding debt under the Credit Facility is approximately 10.8%. The Company was obligated to pay a separate fee upon any IPO; a sale of substantially all of the Company’s assets; or a merger, reorganization or sale of the Company’s voting equity securities where existing voting stockholders hold less than 50% of voting equity securities after such transaction. There are no financial covenants associated with the debt facility; however, there are negative covenants restricting the Company’s activities, including limitations on dispositions, mergers or acquisitions; encumbering or granting a security interest in its intellectual property; incurring indebtedness or liens; paying dividends; making certain investments; and certain other business transactions. The Credit Facility also includes events of default, the occurrence and continuation of any of which provides the lenders the right to exercise remedies against the Company and the collateral securing the loans under the Credit Facility, including cash in the amount of the outstanding balance. These events of default include, among other things, failure to pay any amounts due under the Credit Facility, insolvency, the occurrence of a material adverse event, the occurrence of any default under certain other indebtedness and a final judgment against the Company in an amount greater than $250. Notes payable consist of the following: December 31, 2015 2014 Notes payable $ 6,119 $ 7,500 Less: current portion (2,936 ) (1,381 ) Notes payable, net of current portion 3,183 6,119 Debt discount, net of accretion (36 ) (79 ) Accretion related to final payment 306 137 Notes payable, net of discount, long term $ 3,453 $ 6,177 Estimated future principal payments due under the Term Loan A are as follows: Years Ending December 31, 2016 $ 2,936 2017 3,183 Total $ 6,119 During the years ended December 31, 2015 and 2014, the Company recognized $806 and $870 of interest expense related to the Credit Facility. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Stockholders' Equity | 7. Stockholders’ Equity On June 5, 2014, the Company effected a 1-for-6.28 reverse stock split of its issued and outstanding shares of common stock and a proportional adjustment to the existing conversion ratios for each series of redeemable convertible preferred stock. Accordingly, all share and per share amounts for all periods presented in these consolidated financial statements and notes thereto have been adjusted retroactively, where applicable, to reflect this reverse stock split and adjustment of the redeemable convertible preferred stock conversion ratios. On June 24, 2014, the Company completed an IPO of its common stock, which resulted in the sale of 6,900,000 shares at a price of $16.00 per share. The Company received net proceeds from the IPO of $102,672 based upon the price of $16.00 per share and after deducting underwriting discounts and commissions paid by the Company. The Company also incurred offering costs of $2,508 related to the IPO. Upon closing of the IPO, all outstanding shares of the Company’s redeemable convertible preferred stock were converted into 15,077,621 shares of common stock. On January 28, 2015, the Company completed a follow-on offering of its common stock, which resulted in the sale of 3,942,200 shares at a price of $35.00 per share. The Company received net proceeds from the follow-on offering of $130,044 based upon the price of $35.00 per share after deducting underwriting discounts and commissions. The Company also incurred offering costs of $473 related to the follow-on offering. As of December 31, 2015 and 2014, the Company’s Certificate of Incorporation, as amended and restated, authorizes the Company to issue 5,000,000 shares of $0.001 par value preferred stock. The rights, preferences, restrictions, qualifications and limitations of such stock are to be determined by the Company’s board of directors. As of December 31, 2015 and 2014, the Company’s Certificate of Incorporation, as amended and restated, authorizes the Company to issue 115,000,000 shares of $0.001 par value common stock. |
Stock-Based Awards
Stock-Based Awards | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Awards | 8. Stock-Based Awards Stock Option Plans The Company’s Amended and Restated 2006 Stock Option Plan (the “2006 Plan”) provided for the Company to sell or issue common stock or restricted common stock, or to grant incentive stock options or nonqualified stock options for the purchase of common stock, to employees, members of the board of directors and consultants of the Company. The 2006 Plan was administered by the board of directors, or at the discretion of the board of directors, by a committee of the board. The exercise prices, vesting and other restrictions were determined at the discretion of the board of directors, or a committee of the board of directors if so delegated, except that the exercise price per share of stock options could not be less than 100% of the fair market value of the share of common stock on the date of grant and the term of stock option could not be greater than ten years. The total number of shares of common stock that could have been issued under the 2006 Plan was 1,889,150 shares. Upon closing of the Company’s IPO, 168,221 shares reserved and not then subject to outstanding options were transferred to the 2014 Stock Option and Incentive Plan, and no further awards will be made under the 2006 Plan. On June 5, 2014, the Company’s stockholders approved the 2014 Stock Option and Incentive Plan (the “2014 Stock Option Plan”), which became effective upon the completion of the IPO of the Company’s shares of common stock in June 2014. The 2014 Stock Option Plan provides for the grant of stock options, stock appreciation rights, restricted stock awards, restricted stock units, unrestricted stock awards, performance-share awards, cash-based awards and dividend equivalent rights. The number of shares initially reserved for issuance under the 2014 Stock Option Plan is 2,168,221 shares of common stock and may be increased by the number of shares under the 2006 Plan that are not needed to fulfill the Company’s obligations for awards issued under the 2006 Plan as a result of forfeiture, expiration, cancellation, termination or net issuances of awards thereunder. The number of shares of common stock that may be issued under the 2014 Stock Option Plan is also subject to increase on the first day of each fiscal year by the lesser of (i) 4% of the Company’s outstanding shares of common stock as of that date, or (ii) an amount determined by the board of directors. As of December 31, 2015, 1,625,761 shares are available for grant under the 2014 Stock Option Plan, including 915,166 shares automatically added to the 2014 Stock Option Plan on January 1, 2015 as a result of a provision in the 2014 Stock Option Plan. The Company generally grants stock-based awards with service conditions only (“service-based” awards). As required by the 2006 Plan and 2014 Stock Option Plan, the exercise price for stock options granted is not to be less than the fair value of common shares as of the date of grant. Prior to the IPO, the value of common stock was determined by the board of directors by taking into consideration its most recently available valuation of common shares performed by management and the board of directors as well as additional factors which might have changed since the date of the most recent contemporaneous valuation through the date of grant. During the year ended December 31, 2015, the Company granted stock options for the purchase of 992,505 shares of common stock, of which options for the purchase of 988,505 shares were granted to employees and directors and options for the purchase of 4,000 shares were granted to a consultant. During the year ended December 31, 2014, the Company granted stock options for the purchase of 698,642 shares of common stock, of which options for the purchase of 697,050 shares were granted to employees and options for the purchase of 1,592 shares were granted to a consultant. 2014 Employee Stock Purchase Plan On June 5, 2014, the Company’s stockholders approved the 2014 Employee Stock Purchase Plan (the “ESPP”). A total of 265,000 shares of common stock were reserved for issuance under this plan. The ESPP became effective upon the completion of the IPO of the Company’s shares of common stock. The first offering period commenced on September 1, 2014 and ended on December 31, 2014. During 2015 there were two offering periods, January 1, 2015 through June 30, 2015 and July 1, 2015 through December 31, 2015. The per share purchase price for offerings is equal to the lesser of 85% of the closing market price of the Company’s common stock on the first day or last day of the offering period. The Company issued 7,540 shares during the year ended December 31, 2015; this was the first year the Company issued shares from the ESPP. As of December 31, 2015 and 2014, there are 257,460 and 265,000 shares, respectively, of common stock available for issuance to participating employees under the ESPP. The weighted-average fair value of stock purchase rights granted as part of the ESPP was $11.31 per share for the year ended December 31, 2015. The fair value was estimated using the Black-Scholes option-pricing model. During the year ended December 31, 2015, the Company used a weighted-average stock-price volatility of approximately 66%, expected option life assumption of six months and a risk-free interest rate of 0.09%. Stock Option Valuation The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. Prior to its IPO in June 2014, the Company was a private company and lacks company-specific historical and implied volatility information. Therefore, the Company estimates its expected stock volatility based on the historical volatility of a publicly traded set of peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded stock price. The expected term of the Company’s stock options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The expected term of stock options granted to nonemployees is equal to the contractual term of the option award. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. The assumptions that the Company used to determine the fair value of the stock options granted to employees and directors are as follows, presented on a weighted average basis: 2015 2014 2013 Risk-free interest rate 1.75 % 1.90 % 1.12 % Expected term (in years) 6.25 6.25 6.25 Expected volatility 87 % 90 % 85 % Expected dividend yield 0 % 0 % 0 % The following table summarizes the Company’s stock option activity since December 31, 2014: Shares Issuable Weighted Average Aggregate Intrinsic Value (In years) Outstanding as of December 31, 2014 2,008,574 $ 6.65 Granted 992,505 $ 39.37 Exercised (410,701 ) $ 1.95 Forfeited (35,268 ) $ 32.41 Outstanding as of December 31, 2015 2,555,110 $ 19.76 7.9 $ 3,918 Options vested and expected to vest as of December 31, 2015 2,555,110 $ 19.76 7.9 $ 3,918 Options exercisable as of December 31, 2015 995,324 $ 5.60 6.5 $ 3,243 The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock for those stock options that had exercise prices lower than the fair value of the Company’s common stock. The aggregate intrinsic value of stock options exercised was $13,949 and $195 during the years ended December 31, 2015 and 2014, respectively. The Company received cash proceeds from the exercise of stock options of $799 and $3 during the years ended December 31, 2015 and 2014, respectively. The weighted average grant-date fair value of stock options granted to employees and directors during the years ended December 31, 2015, 2014 and 2013 was $28.97, $11.73 and $1.83 per share, respectively. As of December 31, 2015 and 2014, there were outstanding unvested service-based stock options held by nonemployees for the purchase of 9,363 and 13,205 shares of common stock, respectively. Additionally as of December 31, 2014, there were outstanding unvested performance-based stock options held by nonemployees for the purchase of 796 shares of common stock. Restricted Stock Awards The 2006 Plan provides for the award of restricted stock awards. The Company has granted restricted stock awards with time-based vesting conditions. Unvested shares of restricted stock awards may not be sold or transferred by the holder. These restrictions lapse according to the time-based vesting conditions of each award. The Company values restricted stock awards on the grant-date using the grant-date market price of the Company’s common stock. There were no restricted stock awards that vested in the years ended December 31, 2015 and 2014. The aggregate intrinsic value of restricted stock awards that vested during the year ended December 31, 2013 was $38. The aggregate intrinsic value of restricted stock awards is calculated as the fair value of the Company’s common stock on the date it vests and is released. The Company did not grant any restricted stock awards during the years ended December 31, 2015, 2014 or 2013. As of December 31, 2015, 2014 and 2013, there were no unvested restricted stock awards subject to repurchase. Restricted Stock Units The 2014 Stock Option Plan provides for the award of restricted stock units. The Company has granted restricted stock units with time-based vesting conditions. The restrictions lapse according to the time based vesting conditions of each award. The Company values restricted stock units on the grant-date using the grant-date market price of the Company’s common stock. The aggregate intrinsic value of restricted stock units that vested during the year ended December 31, 2015 was $115. There were no restricted stock units that vested in the years ended December 31, 2014 or 2013. The aggregate intrinsic value of restricted stock units is calculated as the fair value of the Company’s common stock on the date it vests and is released. During the year ended December 31, 2015, the Company granted 4,769 restricted stock units, all of which vested during 2015, at a weighted average grant-date fair value of $34.46. The Company did not grant any restricted stock units during the years ended December 31, 2014 or 2013. As of December 31, 2015, 2014 and 2013, there were no unvested restricted stock units outstanding. Stock-based Compensation The Company recorded stock-based compensation expense related to stock options and restricted common stock in the following expense categories within its consolidated statements of operations: Year Ended December 31, 2015 2014 2013 Research and development $ 2,930 $ 490 $ 176 General and administrative 5,652 1,063 219 $ 8,582 $ 1,553 $ 395 As of December 31, 2015, the Company had an aggregate of $27,515 of unrecognized stock-based compensation cost, which is expected to be recognized over a weighted average period of 2.6 years. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 9. Net Loss Per Share Basic and diluted net loss per share attributable to common stockholders was calculated as follows: Year Ended December 31, 2015 2014 2013 Basic and diluted net loss per share attributable to common stockholders: Numerator: Net loss $ (74,286 ) $ (36,478 ) $ (14,027 ) Accretion of redeemable convertible preferred stock to redemption value — (92 ) (213 ) Net loss attributable to common stockholders $ (74,286 ) $ (36,570 ) $ (14,240 ) Denominator: Weighted average common shares outstanding, basic and diluted 26,756,079 12,189,155 729,001 Net loss per share attributable to common stockholders, basic and diluted $ (2.78 ) $ (3.00 ) $ (19.53 ) The Company excluded the following common stock equivalents, outstanding as of December 31, 2015, 2014 and 2013, from the computation of diluted net loss per share attributable to common stockholders for the years ended December 31, 2015, 2014 and 2013 because they had an anti-dilutive impact due to the net loss attributable to common stockholders incurred for the periods: As of December 31, 2015 2014 2013 Options to purchase common stock 2,555,110 2,008,574 1,310,330 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. Commitments and Contingencies Leases The Company has a lease for office space in Boston, Massachusetts, effective as of July 28, 2014, with a term expiring July 31, 2017 and an option to extend the lease for three additional years. In March 2015, the Company entered into an operating lease for additional office space in Boston, Massachusetts, effective as of April 15, 2015, with a term expiring on July 31, 2017, and two options to extend the lease for three additional years each. In October 2015, the Company entered into an operating lease for office space in San Diego, California, effective as of October 1, 2015, with a term expiring on September 30, 2019, and an option to extend the lease for five additional years. Future minimum lease payments for its operating leases as of December 31, 2015 were as follows: Years Ending December 31, 2016 $ 432 2017 292 2018 106 2019 82 $ 912 During the years ended December 31, 2015, 2014 and 2013, the Company recognized $326, $160 and $105, respectively, of rental expense related to office space. Intellectual Property Licenses The Company has acquired exclusive rights to develop patented compounds and related know-how for beloranib under two licensing agreements with two third parties in the course of its research and development activities. The licensing rights obligate the Company to make payments to the licensors for license fees, milestones, license maintenance fees and royalties. The Company is also responsible for patent prosecution costs. Related to these license agreements, the Company recorded research and development expenses in its consolidated statements of operations as follows: Year Ended December 31, 2015 2014 2013 License, milestone, and license maintenance fees $ — $ 7,019 $ — $ — $ 7,019 $ — As of December 31, 2015, the Company is obligated to make additional milestone payments of up to $12,250 upon reaching certain pre-commercialization milestones, such as clinical trials and government approvals (including the U.S. Food and Drug Administration (“FDA”), approval of a New Drug Application (“NDA”), and up to $12,500 upon reaching certain product commercialization milestones. Under one of the license agreements, the Company is also obligated to pay up to $1,250 with respect to each subsequent licensed product, if any, that is a new chemical entity. In addition, the Company will owe single-digit royalties on sales of commercial products developed using these licensed technologies, if any. During the year ended December 31, 2014, the Company recorded expenses of $7,019 relating to milestones achieved in September 2014 upon the initiation of a first Phase 3 clinical trial including the cost of the issuance of common stock valued at $3,569. There were no milestones achieved during the years ended December 31, 2015 or 2013. The Company is also obligated to pay to the licensors a percentage of fees received if and when the Company sublicenses the technology. As of December 31, 2015, the Company has not yet developed a commercial product using the licensed technologies and it has not entered into any sublicense agreements for the technologies. Indemnification Agreements In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, business partners, and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with members of its board of directors that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. To date, the Company has not incurred any material costs as a result of such indemnifications. The Company does not believe that the outcome of any claims under indemnification arrangements will have a material effect on its financial position, results of operations or cash flows, and it has not accrued any liabilities related to such obligations in its consolidated financial statements as of December 31, 2015. Legal Proceedings The Company accrues a liability for legal contingencies when it believes that it is both probable that a liability has been incurred and that the Company can reasonably estimate the amount of the loss. The Company reviews these accruals and adjusts them to reflect ongoing negotiations, settlements, rulings, advice of legal counsel and other relevant information. To the extent new information is obtained and the views on the probable outcomes of claims, suits, assessments, investigations or legal proceedings change, changes in the Company’s accrued liabilities would be recorded in the period in which such determination is made. In addition, in accordance with the relevant authoritative guidance, for any matters in which the likelihood of material loss is at least reasonably possible, the Company will provide disclosure of the possible loss or range of loss. If a reasonable estimate cannot be made, however, the Company will provide disclosure to that effect. The Company expenses legal costs as they are incurred. On October 21, 2015, a purported stockholder of the Company filed a putative class action lawsuit in the U.S. District Court for the District of Massachusetts, against the Company and Thomas E. Hughes, captioned Aviad Bessler v. Zafgen, Inc. and Thomas E. Hughes, No. 1:15-cv-13618. An amended complaint was filed on February 22, 2016. The amended complaint alleges violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and SEC Rule 10b-5 based on allegedly false and misleading statements and omissions regarding the Company’s clinical trials for its drug beloranib. The lawsuit seeks, among other things, unspecified compensatory damages in connection with the Company’s allegedly inflated stock price between June 19, 2014 and October 16, 2015, as a result of those allegedly false and misleading statements, as well as punitive damages, interest, attorneys’ fees and costs. The Company has not yet filed a responsive pleading. Since an estimate of the possible loss or range of loss cannot be made at this time, no accruals have been recorded as of December 31, 2015. The Company may periodically become subject to other legal proceedings and claims arising in connection with ongoing business activities, including claims or disputes related to patents that have been issued or that are pending in the field of research on which the Company is focused. Other than the above action, the Company is not aware of any other material claims as of December 31, 2015. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. Income Taxes During the years ended December 31, 2015, 2014 and 2013, the Company recorded no income tax benefits for the net operating losses incurred in each year due to its uncertainty of realizing a benefit from those items. The domestic and foreign components of loss before income taxes are as follows: 2015 2014 2013 Domestic $ (72,147 ) $ (35,818 ) $ (12,325 ) Foreign (2,139 ) (660 ) (1,702 ) Loss before income taxes $ (74,286 ) $ (36,478 ) $ (14,027 ) A reconciliation of the U.S. federal statutory income tax rate to the Company’s effective income tax rate is as follows: Year Ended December 31, 2015 2014 2013 Federal statutory income tax rate (34.0 %) (34.0 %) (34.0 %) Federal and state research and development tax credit (3.9 ) (1.9 ) (3.7 ) State taxes, net of federal benefit (3.9 ) (4.0 ) (3.9 ) Orphan drug tax credit (3.5 ) (3.2 ) (3.1 ) Stock compensation expense 0.9 0.6 0.6 Nondeductible Australia research and development expenses 1.0 0.6 4.1 Other items 0.1 2.4 — Change in deferred tax asset valuation allowance 43.3 39.5 40.0 Effective income tax rate 0.0 % 0.0 % 0.0 % Net deferred tax assets as of December 31, 2015 and 2014 consisted of the following: December 31, 2015 2014 Current deferred tax assets: Accrued expenses $ — $ 431 Other temporary differences — 6 Total current deferred tax assets — 437 Noncurrent deferred tax assets: Capitalized research and development expenses 46,568 29,048 Net operating loss carryforwards 11,186 6,328 Tax credit carryforwards 11,570 4,928 Capitalized legal expenses 1,773 1,229 Stock-based compensation 2,780 428 Accrued expenses 648 — Other temporary differences 16 — Total noncurrent deferred tax assets 74,541 41,961 Total gross deferred tax assets 74,541 42,398 Valuation allowance (74,541 ) (42,398 ) Net deferred tax assets $ — $ — In 2015, the Company identified a misstatement related to the research and development credits that the Company had previously calculated and claimed on its tax returns. The Company previously had been assuming that all prior research and development credits would result in a higher credit whereas the Company has now determined that certain actual costs only qualify for a reduced credit. The net impact of the misstatement was to overstate gross deferred tax assets by $3.5 million and overstate the valuation allowance by $3.5 million with no impact to net deferred tax assets or the provision for income taxes. In addition, the misstatement had an impact of 2.5% and 5.4% to the 2014 and 2013 rate reconciliation, respectively, for the federal and state R&D tax credits that each had an offsetting adjustment to the change in valuation allowance. The misstatement was determined to be immaterial and had no effect on the Company’s consolidated balance sheets, statements of operations, statements of changes in stockholders’ equity (deficit) or statements cash flows for any period presented. As a result, the 2014 amounts in the deferred tax table and the 2014 and 2013 amounts in the rate reconciliation table presented herein have been revised to correct for this misstatement. In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes. Changes in the valuation allowance for deferred tax assets during the years ended December 31, 2015, 2014 and 2013 related primarily to the increase in net operating loss carryforwards, capitalized research and development expenses and tax credit carryforwards and were as follows: Year Ended December 31, 2015 2014 2013 Valuation allowance as of beginning of year $ 42,398 $ 27,831 $ 22,229 Decreases recorded as benefit to income tax provision — — — Increases recorded to income tax provision 32,143 14,567 5,602 Valuation allowance as of end of year $ 74,541 $ 42,398 $ 27,831 As of December 31, 2015, the Company had net operating loss carryforwards for federal and state income tax purposes of $42,493 and $31,249, respectively, which begin to expire in 2026 and 2030, respectively. Included within these net operating loss carryforwards are amounts of $12,812 and $10,642, respectively, that were attributable to stock option exercises, which will be recorded as an increase in additional paid-in capital once they are realized in accordance with accounting for stock-based compensation awards. As of December 31, 2015, the Company also had available tax credit carryforwards for federal and state income tax purposes of $10,555 and $1,537, respectively, which begin to expire in 2026 and 2021, respectively. Utilization of the net operating loss carryforwards and tax credit carryforwards may be subject to a substantial annual limitation under Section 382 of the Internal Revenue Code of 1986 due to ownership changes that have occurred previously or that could occur in the future. These ownership changes may limit the amount of carryforwards that can be utilized annually to offset future taxable income. In general, an ownership change, as defined by Section 382, results from transactions increasing the ownership of certain shareholders or public groups in the stock of a corporation by more than 50% over a three-year period. The Company has not conducted a study to assess whether a change of control has occurred or whether there have been multiple changes of control since inception due to the significant complexity and cost associated with such a study. If the Company has experienced a change of control, as defined by Section 382, at any time since inception, utilization of the net operating loss carryforwards or tax credit carryforwards would be subject to an annual limitation under Section 382, which is determined by first multiplying the value of the Company’s stock at the time of the ownership change by the applicable long-term tax-exempt rate, and then could be subject to additional adjustments, as required. Any limitation may result in expiration of a portion of the net operating loss carryforwards or tax credit carryforwards before utilization. Further, until a study is completed and any limitation is known, no amounts are being presented as an uncertain tax position. As of December 31, 2015 and 2014, the Company’s gross deferred tax asset balance of $74,541 and $42,398, respectively, was comprised principally of net operating loss carryforwards, capitalized research and development expenses and tax credit carryforwards. During the years ended December 31, 2015, 2014 and 2013, gross deferred tax assets increased due to additional net operating loss carryforwards, research and development tax credits generated and additional research and development expenses capitalized for tax purposes. The Company has evaluated the positive and negative evidence bearing upon its ability to realize the deferred tax assets. Management has considered the Company’s history of cumulative net losses incurred since inception and its lack of commercialization of any products or generation of any revenue from product sales since inception and has concluded that it is more likely than not that the Company will not realize the benefits of the deferred tax assets. Accordingly, a full valuation allowance has been established against the deferred tax assets as of December 31, 2015 and 2014. Management reevaluates the positive and negative evidence at each reporting period. The Company has not recorded any amounts for unrecognized tax benefits as of December 31, 2015 or 2014. The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal and state jurisdictions, where applicable. There are currently no pending income tax examinations. The Company’s tax years are still open under statute from 2011 to the present. Earlier years may be examined to the extent that tax credit or net operating loss carryforwards are used in future periods. The Company’s policy is to record interest and penalties related to income taxes as part of its income tax provision. The Company considers only the direct effects of windfall tax deductions. |
Retirement Plan
Retirement Plan | 12 Months Ended |
Dec. 31, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Retirement Plan | 12. Retirement Plan The Company has a Savings Incentive Match Plan for employees. Under the terms of the plan, the Company contributes 2% of an employee’s annual base salary, up to a maximum of the annual Internal Revenue Service compensation limits, for all full-time employees. During the years ended December 31, 2015, 2014 and 2013, the Company recognized $144, $61 and $26, respectively, of expense related to its contributions to the plan. |
Australia Research and Developm
Australia Research and Development Tax Incentive | 12 Months Ended |
Dec. 31, 2015 | |
Research and Development [Abstract] | |
Australia Research and Development Tax Incentive | 13. Australia Research and Development Tax Incentive The Company’s wholly owned subsidiary, Zafgen Australia Pty Limited, which conducts core research and development activities on behalf of the Company, is eligible to receive a 45% refundable tax incentive for qualified research and development activities. For the years ended December 31, 2015, 2014 and 2013, $1,357, $424 and $1,237, respectively, was recorded as a reduction to research and development expenses in the consolidated statements of operations. These amounts represented 45% of the Company’s qualified research and development spending in Australia. The refund is denominated in Australian dollars and, therefore, the related receivable is re-measured into U.S. dollars as of each reporting date. For the years ended December 31, 2015, 2014 and 2013, the Company recorded in its consolidated statements of operations unrealized foreign currency exchange losses of $82, $104 and $250, respectively, related to this tax incentive receivable. As of December 31, 2015 and 2014, the Company’s tax incentive receivable from the Australian government was $1,323 and $391, respectively. |
Quarterly Financial Data (Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data (Unaudited) | 14. Quarterly Financial Data (Unaudited) The following information has been derived from unaudited consolidated financial statements that, in the opinion of management, include all recurring adjustments necessary for a fair statement of such information. Three Months Ended March 31, June 30, 2015 September 30, December 31, (in thousands, except per share data) Revenue $ — $ — $ — $ — Operating expenses 13,240 17,610 19,717 23,246 Net loss attributable to common stockholders (13,472 ) (17,756 ) (19,884 ) (23,174 ) Net loss per share attributable to common stockholders, basic and diluted $ (0.53 ) $ (0.66 ) $ (0.73 ) $ (0.85 ) Weighted average common shares outstanding,basic and diluted 25,615,282 27,011,960 27,138,667 27,238,079 Three Months Ended March 31, June 30, 2014 September 30, December 31, (in thousands, except per share data) Revenue $ — $ — $ — $ — Operating expenses 4,521 5,986 14,361 10,664 Net loss attributable to common stockholders (4,507 ) (6,443 ) (14,689 ) (10,931 ) Net loss per share attributable to common stockholders, basic and diluted $ (6.18 ) $ (2.96 ) $ (0.65 ) $ (0.48 ) Weighted average common shares outstanding,basic and diluted 729,391 2,178,465 22,707,012 22,783,817 |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of expenses during the reporting periods. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the accrual of research and development expenses and the valuation of common stock prior to the IPO and stock-based awards. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Actual results could differ from the Company’s estimates. |
Cash Equivalents | Cash Equivalents The Company considers all short-term, highly liquid investments with original maturities of ninety days or less at acquisition date to be cash equivalents. Cash equivalents, which consist of money market funds, U.S. government securities, corporate bonds, and commercial paper, are stated at fair value. |
Concentration of Credit Risk and of Significant Suppliers | Concentration of Credit Risk and of Significant Suppliers Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents and marketable securities. The Company has all cash and cash equivalents and marketable securities balances at two accredited financial institutions in amounts that exceed federally insured limits. The Company does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. The Company is dependent on third-party manufacturers to supply products for research and development activities in its programs. In particular, the Company relies and expects to continue to rely on a small number of manufacturers to supply it with its requirements for the active pharmaceutical ingredients and formulated drugs related to these programs. These programs could be adversely affected by a significant interruption in the supply of active pharmaceutical ingredients and formulated drugs. |
Marketable securities | Marketable securities Marketable securities consist of investments with original maturities greater than ninety days. The Company has classified its investments with maturities beyond one year as short term, based on their highly liquid nature and because such marketable securities represent the investment of cash that is available for current operations. The Company considers its investment portfolio of investments available-for-sale. Accordingly, these investments are recorded at fair value, which is based on quoted market prices. Unrealized gains and losses are reported as a component of accumulated other comprehensive income (loss) in stockholders’ equity (deficit). Realized gains and losses and declines in value judged to be other than temporary are included as a component of other income (expense), net based on the specific identification method. When determining whether a decline in value is other than temporary, the Company considers various factors, including whether the Company has the intent to sell the security, and whether it is more likely than not that the Company will be required to sell the security prior to recovery of its amortized cost basis. Fair value is determined based on quoted market prices. |
Deferred Offering Costs | Deferred Offering Costs The Company capitalizes certain legal, accounting and other third-party fees that are directly associated with in-process equity financings as other assets until such financings are consummated. After consummation of the equity financing, these costs are recorded in stockholders’ equity (deficit) as a reduction of additional paid-in capital generated as a result of the offering or as a reduction to the carrying value of preferred stock issued. As of December 31, 2014, the Company recorded $148 of deferred offering costs, included in other assets in the accompanying consolidated balance sheet, in contemplation of the Company’s follow-on offering of its common stock, which closed in January 2015. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation expense is recognized using the straight-line method over a five-year estimated useful life for equipment, furniture and fixtures and office equipment. Leasehold improvements are amortized over the shorter of the asset life or the term of the lease agreement. Expenditures for repairs and maintenance of assets are charged to expense as incurred. Upon retirement or sale, the cost and related accumulated depreciation of assets disposed of are removed from the accounts and any resulting gain or loss is included in loss from operations. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets consist of property and equipment. Long-lived assets to be held and used are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends, and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate a long-lived asset for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset to its carrying value. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of an asset are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset over its fair value, determined based on discounted cash flows. To date, the Company has not recorded any impairment losses on long-lived assets. |
Research and Development Costs | Research and Development Costs Research and development costs are expensed as incurred. Included in research and development expenses are wages, stock-based compensation and benefits of employees, third-party license fees and milestones and other operational costs related to the Company’s research and development activities, including facility-related expenses and external costs of outside vendors engaged to conduct pre-clinical studies, manufacturing activities, and clinical trials. The Company records research and development expenses net of any research and development tax incentives the Company is entitled to receive from government authorities. |
Research Contract Costs and Accruals | Research Contract Costs and Accruals The Company has entered into various research and development contracts with research institutions and other companies both inside and outside of the United States. These agreements are generally cancelable, and related payments are recorded as research and development expenses as incurred. The Company records accruals for estimated ongoing research costs. When evaluating the adequacy of the accrued liabilities, the Company analyzes progress of the studies, including the phase or completion of events, invoices received and contracted costs. Significant judgments and estimates are made in determining the accrued balances at the end of any reporting period. Actual results could differ from the Company’s estimates. The Company’s historical accrual estimates have not been materially different from the actual costs. |
Patent Costs | Patent Costs All patent-related costs incurred in connection with filing and prosecuting patent applications are recorded as general and administrative expenses as incurred, as recoverability of such expenditures is uncertain. |
Accounting for Stock-Based Compensation | Accounting for Stock-Based Compensation The Company measures all stock options and other stock-based awards granted to employees and directors at the fair value on the date of the grant using the Black-Scholes option-pricing model. The fair value of the awards is recognized as expense, net of estimated forfeitures, over the requisite service period, which is generally the vesting period of the respective award. The straight-line method of expense recognition is applied to all awards with service-only conditions. For stock-based awards granted to consultants and nonemployees, compensation expense is recognized over the period during which services are rendered by such consultants and nonemployees until completed. At the end of each financial reporting period prior to completion of the service, the fair value of these awards is re-measured using the then-current fair value of the Company’s common stock and updated assumption inputs in the Black-Scholes option-pricing model. The Company classifies stock-based compensation expense in its consolidated statement of operations and comprehensive loss in the same manner in which the award recipient’s payroll costs are classified or in which the award recipients’ service payments are classified. The Company recognizes compensation expense for only the portion of awards that are expected to vest. In developing a forfeiture rate estimate, the Company has considered its historical experience to estimate pre-vesting forfeitures for service-based awards. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Company’s tax returns. Deferred taxes are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. The Company accounts for uncertainty in income taxes recognized in the consolidated financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the consolidated financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate as well as the related net interest and penalties. |
Segment Data | Segment Data The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions. The Company’s singular focus is on advancing novel therapeutics for patients suffering from severe obesity and obesity-related disorders. No revenue has been generated since inception, and all tangible assets are held in the United States. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss includes net loss as well as other changes in stockholders’ equity (deficit) that result from transactions and economic events other than those with stockholders. For the years ended December 31, 2015 and 2014, the Company’s only element of other comprehensive loss was unrealized loss on marketable securities. For the year ended December 31, 2013, there was no difference between net loss and comprehensive loss. |
Net Income (Loss) Per Share | Net Income (Loss) Per Share Upon the closing of the Company’s IPO in June 2014, all of the Company’s outstanding redeemable convertible preferred shares were converted into shares of common stock. Prior to this conversion, the Company followed the two-class method when computing net income (loss) per share as the Company had issued shares that meet the definition of participating securities. The two-class method determines net income (loss) per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. The Company’s redeemable convertible preferred shares contractually entitled the holders of such shares to participate in dividends, but did not contractually require the holders of such shares to participate in losses of the Company. Accordingly, the two-class method did not apply for periods in which the Company reported a net loss or a net loss attributable to common stockholders resulting from dividends or accretion related to its redeemable convertible preferred shares. Basic net income (loss) per share attributable to common stockholders is computed by dividing the net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted net income (loss) per share attributable to common stockholders is computed by dividing the diluted net income (loss) attributable to common stockholders by the weighted average number of common shares, including potential dilutive common shares assuming the dilutive effect of outstanding stock options and unvested restricted common shares, as determined using the treasury stock method. For periods in which the Company has reported net losses, diluted net loss per common share attributable to common stockholders is the same as basic net loss per common share attributable to common stockholders, since dilutive common shares are not assumed to have been issued if their effect is antidilutive. |
Recently Issued and Adopted Accounting Pronouncements | Recently Issued and Adopted Accounting Pronouncements In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements—Going Concern In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes. In February 2016, the FASB issued ASU No. 2016-02, Leases |
Fair Value Measurements and M23
Fair Value Measurements and Marketable Securities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Summary of Cash Equivalents and Marketable Securities | The following tables summarize the Company’s cash equivalents and marketable securities as of December 31, 2015 and 2014: December 31, 2015 Total Quoted Significant Significant Cash equivalents: Money market funds $ 13,231 $ 13,231 $ — $ — U.S. government securities 4,999 — 4,999 — Commercial paper 4,697 — 4,697 — Corporate bonds 3,000 — 3,000 — Total cash equivalents 25,927 13,231 12,696 — Marketable securities: Corporate bonds 125,516 — 125,516 — Commercial paper 19,468 — 19,468 — U.S. government securities 4,500 — 4,500 — Total marketable securities 149,484 — 149,484 — Total cash equivalents and marketable securities $ 175,411 $ 13,231 $ 162,180 $ — December 31, 2014 Total Quoted Significant Significant Cash equivalents: Money market funds $ 14,742 $ 14,742 $ — $ — U.S. government securities 27,767 — 27,767 — Total cash equivalents 42,509 14,742 27,767 — Marketable securities: U.S. government securities 34,191 — 34,191 — Corporate bonds 22,168 — 22,168 — Commercial paper 1,000 — 1,000 — Total marketable securities 57,359 — 57,359 — Total cash equivalents and marketable securities $ 99,868 $ 14,742 $ 85,126 $ — |
Summary of Marketable Securities | The following table summarizes the Company’s marketable securities as of December 31, 2015 and 2014: December 31, 2015 Amortized Gross Gross Fair Value Assets: Corporate bonds (due within 1 year) $ 112,825 $ 1 $ (166 ) $ 112,660 Corporate bonds (due after 1 year through 2 years) 12,884 3 (31 ) 12,856 Commercial paper (due within 1 year) 19,478 — (10 ) 19,468 U.S. government securities (due within 1 year) 4,500 — — 4,500 $ 149,687 $ 4 $ (207 ) $ 149,484 December 31, 2014 Amortized Cost Gross Gross Fair Value Assets: U.S. government securities (due within 1 year) $ 34,200 $ — $ (9 ) $ 34,191 Corporate bonds (due within 1 year) 18,716 — (18 ) 18,698 Corporate bonds (due after 1 year through 2 years) 3,478 — (8 ) 3,470 Commercial paper (due within 1 year) 1,000 — — 1,000 $ 57,394 $ — $ (35 ) $ 57,359 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property Plant and Equipment Net | Property and equipment, net consisted of the following as of December 31, 2015 and 2014: December 31, Useful Life 2015 2014 Office equipment 5 years $ 359 $ 79 Furniture and fixtures 5 years 186 50 Equipment 5 years 71 — Leasehold improvements * 406 — 1,022 129 Less: Accumulated depreciation (120 ) (50 ) $ 902 $ 79 * shorter of asset life or lease term |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consisted of the following as of December 31, 2015 and 2014: December 31, 2015 2014 Accrued payroll and related expenses $ 1,802 $ 1,239 Accrued research and development expenses 3,727 1,180 Accrued professional fees 422 585 Accrued other 161 168 $ 6,112 $ 3,172 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Notes payable consist of the following: December 31, 2015 2014 Notes payable $ 6,119 $ 7,500 Less: current portion (2,936 ) (1,381 ) Notes payable, net of current portion 3,183 6,119 Debt discount, net of accretion (36 ) (79 ) Accretion related to final payment 306 137 Notes payable, net of discount, long term $ 3,453 $ 6,177 |
Schedule of Estimated Future Principal Payments | Estimated future principal payments due under the Term Loan A are as follows: Years Ending December 31, 2016 $ 2,936 2017 3,183 Total $ 6,119 |
Stock-Based Awards (Tables)
Stock-Based Awards (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Assumptions used to Determine Fair Value of Stock Options Granted | The assumptions that the Company used to determine the fair value of the stock options granted to employees and directors are as follows, presented on a weighted average basis: 2015 2014 2013 Risk-free interest rate 1.75 % 1.90 % 1.12 % Expected term (in years) 6.25 6.25 6.25 Expected volatility 87 % 90 % 85 % Expected dividend yield 0 % 0 % 0 % |
Summary of Stock Option Activity | The following table summarizes the Company’s stock option activity since December 31, 2014: Shares Issuable Weighted Average Aggregate Intrinsic Value (In years) Outstanding as of December 31, 2014 2,008,574 $ 6.65 Granted 992,505 $ 39.37 Exercised (410,701 ) $ 1.95 Forfeited (35,268 ) $ 32.41 Outstanding as of December 31, 2015 2,555,110 $ 19.76 7.9 $ 3,918 Options vested and expected to vest as of December 31, 2015 2,555,110 $ 19.76 7.9 $ 3,918 Options exercisable as of December 31, 2015 995,324 $ 5.60 6.5 $ 3,243 |
Summary of Stock-Based Compensation Expense Related to Stock Options and Restricted Common Stock | The Company recorded stock-based compensation expense related to stock options and restricted common stock in the following expense categories within its consolidated statements of operations: Year Ended December 31, 2015 2014 2013 Research and development $ 2,930 $ 490 $ 176 General and administrative 5,652 1,063 219 $ 8,582 $ 1,553 $ 395 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Earnings Per Share | Basic and diluted net loss per share attributable to common stockholders was calculated as follows: Year Ended December 31, 2015 2014 2013 Basic and diluted net loss per share attributable to common stockholders: Numerator: Net loss $ (74,286 ) $ (36,478 ) $ (14,027 ) Accretion of redeemable convertible preferred stock to redemption value — (92 ) (213 ) Net loss attributable to common stockholders $ (74,286 ) $ (36,570 ) $ (14,240 ) Denominator: Weighted average common shares outstanding, basic and diluted 26,756,079 12,189,155 729,001 Net loss per share attributable to common stockholders, basic and diluted $ (2.78 ) $ (3.00 ) $ (19.53 ) |
Summary of Common Stock Equivalents Outstanding | The Company excluded the following common stock equivalents, outstanding as of December 31, 2015, 2014 and 2013, from the computation of diluted net loss per share attributable to common stockholders for the years ended December 31, 2015, 2014 and 2013 because they had an anti-dilutive impact due to the net loss attributable to common stockholders incurred for the periods: As of December 31, 2015 2014 2013 Options to purchase common stock 2,555,110 2,008,574 1,310,330 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments for Operating Leases | Future minimum lease payments for its operating leases as of December 31, 2015 were as follows: Years Ending December 31, 2016 $ 432 2017 292 2018 106 2019 82 $ 912 |
Research and Development Expenses Related to License Agreements | Related to these license agreements, the Company recorded research and development expenses in its consolidated statements of operations as follows: Year Ended December 31, 2015 2014 2013 License, milestone, and license maintenance fees $ — $ 7,019 $ — $ — $ 7,019 $ — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Domestic and Foreign Components of Loss Before Income Taxes | The domestic and foreign components of loss before income taxes are as follows: 2015 2014 2013 Domestic $ (72,147 ) $ (35,818 ) $ (12,325 ) Foreign (2,139 ) (660 ) (1,702 ) Loss before income taxes $ (74,286 ) $ (36,478 ) $ (14,027 ) |
Reconciliation of Federal Statutory Income Tax Rate | A reconciliation of the U.S. federal statutory income tax rate to the Company’s effective income tax rate is as follows: Year Ended December 31, 2015 2014 2013 Federal statutory income tax rate (34.0 %) (34.0 %) (34.0 %) Federal and state research and development tax credit (3.9 ) (1.9 ) (3.7 ) State taxes, net of federal benefit (3.9 ) (4.0 ) (3.9 ) Orphan drug tax credit (3.5 ) (3.2 ) (3.1 ) Stock compensation expense 0.9 0.6 0.6 Nondeductible Australia research and development expenses 1.0 0.6 4.1 Other items 0.1 2.4 — Change in deferred tax asset valuation allowance 43.3 39.5 40.0 Effective income tax rate 0.0 % 0.0 % 0.0 % |
Schedule of Net Deferred Tax Assets | Net deferred tax assets as of December 31, 2015 and 2014 consisted of the following: December 31, 2015 2014 Current deferred tax assets: Accrued expenses $ — $ 431 Other temporary differences — 6 Total current deferred tax assets — 437 Noncurrent deferred tax assets: Capitalized research and development expenses 46,568 29,048 Net operating loss carryforwards 11,186 6,328 Tax credit carryforwards 11,570 4,928 Capitalized legal expenses 1,773 1,229 Stock-based compensation 2,780 428 Accrued expenses 648 — Other temporary differences 16 — Total noncurrent deferred tax assets 74,541 41,961 Total gross deferred tax assets 74,541 42,398 Valuation allowance (74,541 ) (42,398 ) Net deferred tax assets $ — $ — |
Summary Changes in the Valuation Allowance for Deferred Tax Assets | Changes in the valuation allowance for deferred tax assets during the years ended December 31, 2015, 2014 and 2013 related primarily to the increase in net operating loss carryforwards, capitalized research and development expenses and tax credit carryforwards and were as follows: Year Ended December 31, 2015 2014 2013 Valuation allowance as of beginning of year $ 42,398 $ 27,831 $ 22,229 Decreases recorded as benefit to income tax provision — — — Increases recorded to income tax provision 32,143 14,567 5,602 Valuation allowance as of end of year $ 74,541 $ 42,398 $ 27,831 |
Quarterly Financial Data (Una31
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Unaudited Consolidated Financial Statements | The following information has been derived from unaudited consolidated financial statements that, in the opinion of management, include all recurring adjustments necessary for a fair statement of such information. Three Months Ended March 31, June 30, 2015 September 30, December 31, (in thousands, except per share data) Revenue $ — $ — $ — $ — Operating expenses 13,240 17,610 19,717 23,246 Net loss attributable to common stockholders (13,472 ) (17,756 ) (19,884 ) (23,174 ) Net loss per share attributable to common stockholders, basic and diluted $ (0.53 ) $ (0.66 ) $ (0.73 ) $ (0.85 ) Weighted average common shares outstanding,basic and diluted 25,615,282 27,011,960 27,138,667 27,238,079 Three Months Ended March 31, June 30, 2014 September 30, December 31, (in thousands, except per share data) Revenue $ — $ — $ — $ — Operating expenses 4,521 5,986 14,361 10,664 Net loss attributable to common stockholders (4,507 ) (6,443 ) (14,689 ) (10,931 ) Net loss per share attributable to common stockholders, basic and diluted $ (6.18 ) $ (2.96 ) $ (0.65 ) $ (0.48 ) Weighted average common shares outstanding,basic and diluted 729,391 2,178,465 22,707,012 22,783,817 |
Nature of the Business and Ba32
Nature of the Business and Basis of Presentation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Jan. 28, 2015 | Jun. 24, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||
Entity incorporation date | Nov. 22, 2005 | ||||
Proceeds from public offerings, net of commissions and underwriting discounts | $ 102,672 | $ 130,044 | $ 102,672 | ||
Offering costs | $ 2,508 | ||||
Underwriting discounts, commissions and offering costs incurred | $ 473 | $ 2,312 | $ 196 | ||
IPO [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||
Common stock issued | 6,900,000 | ||||
Common stock issued price per share | $ 16 | ||||
Follow-on Offering [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||
Common stock issued | 3,942,200 | ||||
Common stock issued price per share | $ 35 | ||||
Proceeds from offering, net of commissions and underwriting discounts | $ 130,044 | ||||
Underwriting discounts, commissions and offering costs incurred | $ 473 |
Summary of Significant Accoun33
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Accounting Policies [Abstract] | ||
Deferred offering costs | $ 148,000 | |
Estimated useful life | 5 years | |
Impairment losses on long-lived assets | $ 0 | |
Percentage of likelihood to be realized upon ultimate settlement, description | 50.00% |
Fair Value Measurements and M34
Fair Value Measurements and Marketable Securities - Summary of Cash Equivalents and Marketable Securities (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 25,927 | $ 42,509 |
Marketable securities | 149,484 | 57,359 |
Total cash equivalents and marketable securities | 175,411 | 99,868 |
Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 13,231 | 14,742 |
U.S. Government Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 4,999 | 27,767 |
Marketable securities | 4,500 | 34,191 |
Corporate Bonds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 3,000 | |
Marketable securities | 125,516 | 22,168 |
Commercial Paper [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 4,697 | |
Marketable securities | 19,468 | 1,000 |
Quoted Prices in Active Markets, (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 13,231 | 14,742 |
Total cash equivalents and marketable securities | 13,231 | 14,742 |
Quoted Prices in Active Markets, (Level 1) [Member] | Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 13,231 | 14,742 |
Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 12,696 | 27,767 |
Marketable securities | 149,484 | 57,359 |
Total cash equivalents and marketable securities | 162,180 | 85,126 |
Significant Other Observable Inputs (Level 2) [Member] | U.S. Government Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 4,999 | 27,767 |
Marketable securities | 4,500 | 34,191 |
Significant Other Observable Inputs (Level 2) [Member] | Corporate Bonds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 3,000 | |
Marketable securities | 125,516 | 22,168 |
Significant Other Observable Inputs (Level 2) [Member] | Commercial Paper [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 4,697 | |
Marketable securities | $ 19,468 | $ 1,000 |
Fair Value Measurements and M35
Fair Value Measurements and Marketable Securities - Summary of Marketable Securities (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | $ 149,687 | $ 57,394 |
Gross Unrealized Gains | 4 | |
Gross Unrealized Losses | (207) | (35) |
Fair Value | 149,484 | 57,359 |
U.S. Government Securities (Due within 1 Year) [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 4,500 | 34,200 |
Gross Unrealized Losses | (9) | |
Fair Value | 4,500 | 34,191 |
Corporate Bonds (Due within 1 Year) [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 112,825 | 18,716 |
Gross Unrealized Gains | 1 | |
Gross Unrealized Losses | (166) | (18) |
Fair Value | 112,660 | 18,698 |
Corporate Bonds (Due After 1 Year Through 2 Years) [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 12,884 | 3,478 |
Gross Unrealized Gains | 3 | |
Gross Unrealized Losses | (31) | (8) |
Fair Value | 12,856 | 3,470 |
Commercial Paper (Due within 1 Year) [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 19,478 | 1,000 |
Gross Unrealized Losses | (10) | |
Fair Value | $ 19,468 | $ 1,000 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property Plant and Equipment Net (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Useful Life | 5 years | |
Property and equipment, gross | $ 1,022 | $ 129 |
Less: Accumulated depreciation | (120) | (50) |
Property and equipment, net | $ 902 | 79 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Useful Life | 5 years | |
Property and equipment, gross | $ 359 | 79 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Useful Life | 5 years | |
Property and equipment, gross | $ 186 | $ 50 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Useful Life | 5 years | |
Property and equipment, gross | $ 71 | |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 406 |
Property and Equipment, net - A
Property and Equipment, net - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Property Plant And Equipment Capitalized Interest Costs [Abstract] | |||
Depreciation expense | $ 70 | $ 16 | $ 12 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Payables and Accruals [Abstract] | ||
Accrued payroll and related expenses | $ 1,802 | $ 1,239 |
Accrued research and development expenses | 3,727 | 1,180 |
Accrued professional fees | 422 | 585 |
Accrued other | 161 | 168 |
Accrued expenses | $ 6,112 | $ 3,172 |
Notes Payable - Additional Info
Notes Payable - Additional Information (Detail) - USD ($) | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 |
Debt Instrument [Line Items] | ||||
Credit facility initiation date | Mar. 31, 2014 | |||
Maximum line of credit | $ 20,000,000 | |||
Line of credit facility description | The Company was obligated to make monthly, interest-only payments on any term loans funded under the Credit Facility until December 1, 2014 and, thereafter, to pay 36 consecutive, equal monthly installments of principal and interest from January 1, 2015 through December 1, 2017. As per the terms of the agreement, in June 2014, upon the completion of the Company’s IPO, the term of monthly, interest-only payments were extended until June 1, 2015. | |||
Credit facility maturity date | Dec. 1, 2017 | |||
Line of credit facility annual interest rate | 8.10% | |||
Line of credit facility additional fee percentage | 6.00% | |||
Interest expense | $ 806,000 | $ 870,000 | ||
Covenants under credit facility | 0 | |||
Credit facility default amount | $ 250,000 | |||
Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Sale of voting equity threshold | 50.00% | |||
Secured Debt [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest expense on credit facility | $ 806,000 | 870,000 | ||
Term Loan A [Member] | ||||
Debt Instrument [Line Items] | ||||
Current line of credit | 7,500,000 | |||
Proceeds from issuance of promissory notes | 7,500,000 | |||
Charges to interest expense of debt outstanding | $ 450,000 | |||
Term Loan A [Member] | Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Net of debt discount | 114,000 | |||
Deferred financing costs | 49,000 | |||
Effective annual interest rate | 10.80% | |||
Term Loan A [Member] | Credit Facility [Member] | Debt Discount and Finance Costs [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest expense | $ 62,000 | $ 50,000 | ||
Term Loan B and C [Member] | ||||
Debt Instrument [Line Items] | ||||
Current line of credit | 12,500,000 | |||
Additional line of credit | $ 12,500,000 | |||
Term Loan B [Member] | ||||
Debt Instrument [Line Items] | ||||
Additional line of credit | $ 7,500,000 | |||
Term Loan C [Member] | Qualified IPO [Member] | ||||
Debt Instrument [Line Items] | ||||
Additional line of credit | $ 5,000,000 |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||
Notes payable | $ 6,119 | $ 7,500 |
Less: current portion | (2,936) | (1,381) |
Notes payable, net of current portion | 3,183 | 6,119 |
Notes payable, net of current portion | 3,183 | 6,119 |
Notes payable, net of discount, long term | 3,453 | 6,177 |
Secured Debt [Member] | Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Debt discount, net of accretion | (36) | (79) |
Accretion related to final payment | $ 306 | $ 137 |
Notes Payable - Schedule of Est
Notes Payable - Schedule of Estimated Future Principal Payments (Detail) - Term Loan A [Member] $ in Thousands | Dec. 31, 2015USD ($) |
Line of Credit Facility [Line Items] | |
2,016 | $ 2,936 |
2,017 | 3,183 |
Total | $ 6,119 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) $ / shares in Units, $ in Thousands | Jan. 28, 2015USD ($)$ / sharesshares | Jun. 24, 2014USD ($)$ / sharesshares | Jun. 05, 2014 | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($)$ / sharesshares | Dec. 31, 2013USD ($) |
Proceeds from public offerings, net of commissions and underwriting discounts | $ | $ 102,672 | $ 130,044 | $ 102,672 | |||
Offering costs | $ | $ 2,508 | |||||
Payments of public offering costs | $ | $ 473 | $ 2,312 | $ 196 | |||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | ||||
Preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | ||||
Common stock, shares authorized | 115,000,000 | 115,000,000 | ||||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | ||||
Common Stock [Member] | ||||||
Reverse stock split, description | Company effected a 1-for-6.28 reverse stock split of its issued and outstanding shares of common stock and a proportional adjustment to the existing conversion ratios for each series of redeemable convertible preferred stock. | |||||
Convertible preferred stock, conversion ratio | 6.28 | |||||
Common stock issued | 3,942,200 | 6,900,000 | ||||
Follow-on Offering [Member] | ||||||
Common stock issued | 3,942,200 | |||||
Common stock issued price per share | $ / shares | $ 35 | |||||
Proceeds from offering, net of commissions and underwriting discounts | $ | $ 130,044 | |||||
Payments of public offering costs | $ | $ 473 | |||||
IPO [Member] | ||||||
Common stock issued | 6,900,000 | |||||
Common stock issued price per share | $ / shares | $ 16 | |||||
IPO [Member] | Common Stock [Member] | ||||||
Redeemable convertible preferred stock converted into common stock shares | 15,077,621 |
Stock-Based Awards - Additional
Stock-Based Awards - Additional Information (Detail) - USD ($) | Jan. 01, 2015 | Sep. 01, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Jun. 05, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock based compensation, stock options granted | 992,505 | 698,642 | ||||
Weighted average grant-date fair value of stock options granted | $ 28.97 | $ 11.73 | $ 1.83 | |||
Expected option term | 6 years 3 months | 6 years 3 months | 6 years 3 months | |||
Risk-free interest rate | 1.75% | 1.90% | 1.12% | |||
Aggregate intrinsic value of stock options exercised | $ 13,949,000 | $ 195,000 | ||||
Proceeds from exercise of common stock options | 799,000 | $ 3,000 | ||||
Unrecognized stock-based compensation cost | $ 27,515 | |||||
Stock-based compensation recognized weighted average period | 2 years 7 months 6 days | |||||
Employees [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock based compensation, stock options granted | 988,505 | 697,050 | ||||
Consultant [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock based compensation, stock options granted | 4,000 | 1,592 | ||||
Nonemployee Service Based Options [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of outstanding unvested shares held by nonemployees | 9,363 | 13,205 | ||||
Nonemployee Performance Based Options [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of outstanding unvested shares held by nonemployees | 796 | |||||
Restricted Stock [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Aggregate intrinsic value of restricted stock awards vested during the period | $ 38,000 | |||||
Number of restricted stock granted | 0 | 0 | 0 | |||
Number of restricted stock units vested | 0 | 0 | ||||
Restricted Stock Units (RSUs) [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Aggregate intrinsic value of restricted stock awards vested during the period | $ 115,000 | |||||
Number of restricted stock granted | 4,769 | 0 | 0 | |||
Number of restricted stock units vested | 4,769 | |||||
Weighted average grant-date fair value of restricted stock units granted | $ 34.46 | |||||
Number of restricted stock units unvested | 0 | 0 | 0 | |||
2006 Stock Option Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares of common stock authorized under stock option plan | 1,889,150 | |||||
Shares of common stock reserved for issuance | 168,221 | |||||
2006 Stock Option Plan [Member] | Minimum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Options purchase price of common stock, percent of fair market value | 100.00% | |||||
2006 Stock Option Plan [Member] | Maximum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Maximum term of stock option | 10 years | |||||
2014 Stock Option and Incentive Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares of common stock reserved for issuance | 2,168,221 | |||||
Percentage of outstanding shares of common stock | 4.00% | |||||
Common stock available for issuance | 1,625,761 | |||||
Shares added to plan | 915,166 | |||||
2014 Employee Stock Purchase Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares of common stock reserved for issuance | 265,000 | |||||
Common stock available for issuance | 257,460 | 265,000 | ||||
Commencement date of first offering period | Sep. 1, 2014 | |||||
End date of first offering period | Dec. 31, 2014 | |||||
Commencement date of second offering period | Jan. 1, 2015 | |||||
End date of second offering period | Jun. 30, 2015 | |||||
Commencement date of third offering period | Jul. 1, 2015 | |||||
End date of third offering period | Dec. 31, 2015 | |||||
Stock-based awards , shares | 7,540 | |||||
Weighted average grant-date fair value of stock options granted | $ 11.31 | |||||
Stock options, method used | Black-Scholes option-pricing model | |||||
Weighted-average stock-price volatility | 66.00% | |||||
Expected option term | 6 months | |||||
Risk-free interest rate | 0.09% | |||||
2014 Employee Stock Purchase Plan [Member] | Maximum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Discount from market price of the company's common stock offering | 85.00% |
Stock-Based Awards - Assumption
Stock-Based Awards - Assumptions used to Determine Fair Value of Stock Options Granted (Detail) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Risk-free interest rate | 1.75% | 1.90% | 1.12% |
Expected term (in years) | 6 years 3 months | 6 years 3 months | 6 years 3 months |
Expected volatility | 87.00% | 90.00% | 85.00% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Stock-Based Awards - Summary of
Stock-Based Awards - Summary of Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Shares issuable under options, beginning balance | 2,008,574 | |
Shares issuable under options, granted | 992,505 | 698,642 |
Shares issuable under options, exercised | (410,701) | |
Shares issuable under options, forfeited | (35,268) | |
Shares issuable under options, ending balance | 2,555,110 | 2,008,574 |
Shares issuable under options, options vested and expected to vest | 2,555,110 | |
Shares issuable under options, options exercisable | 995,324 | |
Weighted-average exercise price, beginning balance | $ 6.65 | |
Weighted-average exercise price, granted | 39.37 | |
Weighted-average exercise price, exercised | 1.95 | |
Weighted-average exercise price, forfeited | 32.41 | |
Weighted-average exercise price, ending balance | 19.76 | $ 6.65 |
Weighted-average exercise price, options vested and expected to vest | 19.76 | |
Weighted-average exercise price, options exercisable | $ 5.60 | |
Average remaining contractual life | 7 years 10 months 24 days | |
Average remaining contractual life, options vested and expected to vest | 7 years 10 months 24 days | |
Average remaining contractual life, options exercisable | 6 years 6 months | |
Aggregate intrinsic value, ending balance | $ 3,918 | |
Aggregate intrinsic value, options vested and expected to vest | 3,918 | |
Aggregate intrinsic value, options exercisable | $ 3,243 |
Stock-Based Awards - Summary 46
Stock-Based Awards - Summary of Stock-Based Compensation Expense Related to Stock Options and Restricted Common Stock (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock-based compensation expense | $ 8,582 | $ 1,553 | $ 395 |
Research and Development [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock-based compensation expense | 2,930 | 490 | 176 |
General and Administrative [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock-based compensation expense | $ 5,652 | $ 1,063 | $ 219 |
Net Loss Per Share - Computatio
Net Loss Per Share - Computation of Basic and Diluted Earnings Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Numerator: | |||||||||||
Net loss | $ (74,286) | $ (36,478) | $ (14,027) | ||||||||
Accretion of redeemable convertible preferred stock to redemption value | (92) | (213) | |||||||||
Net loss attributable to common stockholders | $ (23,174) | $ (19,884) | $ (17,756) | $ (13,472) | $ (10,931) | $ (14,689) | $ (6,443) | $ (4,507) | $ (74,286) | $ (36,570) | $ (14,240) |
Denominator: | |||||||||||
Weighted average common shares outstanding, basic and diluted | 27,238,079 | 27,138,667 | 27,011,960 | 25,615,282 | 22,783,817 | 22,707,012 | 2,178,465 | 729,391 | 26,756,079 | 12,189,155 | 729,001 |
Net loss per share attributable to common stockholders, basic and diluted | $ (0.85) | $ (0.73) | $ (0.66) | $ (0.53) | $ (0.48) | $ (0.65) | $ (2.96) | $ (6.18) | $ (2.78) | $ (3) | $ (19.53) |
Net Loss Per Share - Summary of
Net Loss Per Share - Summary of Common Stock Equivalents Outstanding (Detail) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Options to Purchase Common Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Securities excluded from computation of earnings per share | 2,555,110 | 2,008,574 | 1,310,330 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | Oct. 01, 2015 | Mar. 31, 2015Option | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) |
Commitment And Contingencies [Line Items] | |||||
Operating lease, rental expense | $ 326,000 | $ 160,000 | $ 105,000 | ||
Issuance of common stock in lieu of milestone payment | 3,569,000 | ||||
Development Based Milestones [Member] | |||||
Commitment And Contingencies [Line Items] | |||||
Milestone payments due | 0 | $ 7,019,000 | $ 0 | ||
Subsequent Licensed Product [Member] | |||||
Commitment And Contingencies [Line Items] | |||||
Licensing fees per product maximum | $ 1,250,000 | ||||
Boston Office Space [Member] | |||||
Commitment And Contingencies [Line Items] | |||||
Lease expiration date | Jul. 31, 2017 | ||||
Lease extension period | 3 years | ||||
Additional Boston Office Space [Member] | |||||
Commitment And Contingencies [Line Items] | |||||
Lease expiration date | Jul. 31, 2017 | ||||
Lease extension period | 3 years | ||||
Number of options to extend lease | Option | 2 | ||||
San Diego Office Space [Member] | |||||
Commitment And Contingencies [Line Items] | |||||
Lease expiration date | Sep. 30, 2019 | ||||
Lease extension period | 5 years | ||||
Maximum [Member] | Pre Commercialization Milestones [Member] | |||||
Commitment And Contingencies [Line Items] | |||||
Milestone payments | $ 12,250,000 | ||||
Maximum [Member] | Product Commercialization Milestones [Member] | |||||
Commitment And Contingencies [Line Items] | |||||
Milestone payments | $ 12,500,000 |
Commitments and Contingencies50
Commitments and Contingencies - Schedule of Future Minimum Lease Payments for Operating Leases (Detail) $ in Thousands | Dec. 31, 2015USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,016 | $ 432 |
2,017 | 292 |
2,018 | 106 |
2,019 | 82 |
Total | $ 912 |
Commitments and Contingencies51
Commitments and Contingencies - Research and Development Expenses Related to License Agreements (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Commitments And Contingencies [Line Items] | |||
License, milestone, and license maintenance fees | $ 54,618 | $ 27,391 | $ 9,561 |
License, milestone, and license maintenance fees, Total | $ 54,618 | 27,391 | $ 9,561 |
License Agreements [Member] | |||
Commitments And Contingencies [Line Items] | |||
License, milestone, and license maintenance fees | 7,019 | ||
License, milestone, and license maintenance fees, Total | $ 7,019 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Taxes Disclosure [Line Items] | |||
Income tax benefit | $ 0 | $ 0 | $ 0 |
Change in federal and state research and development tax credit due to misstatement | 3.90% | 1.90% | 3.70% |
Operating loss carryforwards, federal | $ 10,555,000 | ||
Operating loss carryforwards, state | 1,537,000 | ||
Uncertain tax position | 0 | ||
Gross deferred tax assets | 74,541,000 | $ 42,398,000 | |
Unrecognized tax benefits | 0 | $ 0 | |
Restatement Adjustment [Member] | |||
Income Taxes Disclosure [Line Items] | |||
Change in gross deferred tax assets due to misstatement | 3,500,000 | ||
Change in valuation allowance due to misstatement | 3,500,000 | ||
Change in federal and state research and development tax credit due to misstatement | 2.50% | 5.40% | |
Domestic Tax Authority [Member] | |||
Income Taxes Disclosure [Line Items] | |||
Net operating loss carryforwards | $ 42,493,000 | ||
Net operating loss carryforwards, beginning of expiration period | 2,026 | ||
Research and development tax credit carryforwards, beginning of expiration period | 2,026 | ||
Domestic Tax Authority [Member] | Options to Purchase Common Stock [Member] | |||
Income Taxes Disclosure [Line Items] | |||
Net operating loss carryforwards | $ 12,812,000 | ||
State and Local Jurisdiction [Member] | |||
Income Taxes Disclosure [Line Items] | |||
Net operating loss carryforwards | $ 31,249,000 | ||
Net operating loss carryforwards, beginning of expiration period | 2,030 | ||
Research and development tax credit carryforwards, beginning of expiration period | 2,021 | ||
State and Local Jurisdiction [Member] | Options to Purchase Common Stock [Member] | |||
Income Taxes Disclosure [Line Items] | |||
Net operating loss carryforwards | $ 10,642,000 |
Income Taxes - Schedule of Dome
Income Taxes - Schedule of Domestic and Foreign Components of Loss Before Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (72,147) | $ (35,818) | $ (12,325) |
Foreign | (2,139) | (660) | (1,702) |
Loss before income taxes | $ (74,286) | $ (36,478) | $ (14,027) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Federal Statutory Income Tax Rate (Detail) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | |||
Federal statutory income tax rate | (34.00%) | (34.00%) | (34.00%) |
Federal and state research and development tax credit | (3.90%) | (1.90%) | (3.70%) |
State taxes, net of federal benefit | (3.90%) | (4.00%) | (3.90%) |
Orphan drug tax credit | (3.50%) | (3.20%) | (3.10%) |
Stock compensation expense | 0.90% | 0.60% | 0.60% |
Nondeductible Australia research and development expenses | 1.00% | 0.60% | 4.10% |
Other items | 0.10% | 2.40% | |
Change in deferred tax asset valuation allowance | 43.30% | 39.50% | 40.00% |
Effective income tax rate | 0.00% | 0.00% | 0.00% |
Income Taxes - Schedule of Net
Income Taxes - Schedule of Net Deferred Tax Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Current deferred tax assets: | ||||
Accrued expenses | $ 431 | |||
Other temporary differences | 6 | |||
Total current deferred tax assets | 437 | |||
Noncurrent deferred tax assets: | ||||
Capitalized research and development expenses | $ 46,568 | 29,048 | ||
Net operating loss carryforwards | 11,186 | 6,328 | ||
Tax credit carryforwards | 11,570 | 4,928 | ||
Capitalized legal expenses | 1,773 | 1,229 | ||
Stock-based compensation | 2,780 | 428 | ||
Accrued expenses | 648 | |||
Other temporary differences | 16 | |||
Total noncurrent deferred tax assets | 74,541 | 41,961 | ||
Total gross deferred tax assets | 74,541 | 42,398 | ||
Valuation allowance | (74,541) | (42,398) | $ (27,831) | $ (22,229) |
Net deferred tax assets | $ 0 | $ 0 |
Income Taxes - Summary of Chang
Income Taxes - Summary of Changes in the Valuation Allowance for Deferred Tax Assets (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | |||
Valuation allowance as of beginning of year | $ 42,398 | $ 27,831 | $ 22,229 |
Decreases recorded as benefit to income tax provision | 0 | 0 | 0 |
Increases recorded to income tax provision | 32,143 | 14,567 | 5,602 |
Valuation allowance as of end of year | $ 74,541 | $ 42,398 | $ 27,831 |
Retirement Plan - Additional In
Retirement Plan - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Compensation and Retirement Disclosure [Abstract] | |||
Percentage of employer's contribution on employee's base salary | 2.00% | ||
Contribution expense | $ 144 | $ 61 | $ 26 |
Australia Research and Develo58
Australia Research and Development Tax Incentive - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Operating Loss Carryforwards [Line Items] | |||
Unrealized foreign currency transaction losses | $ (82) | $ (93) | $ (250) |
Research Tax Credit Carryforward [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Percentage of refundable tax incentive | 45.00% | ||
Reduction to research and development expenses | $ 1,357 | 424 | 1,237 |
Unrealized foreign currency transaction losses | $ (82) | (104) | $ (250) |
Australia [Member] | Research Tax Credit Carryforward [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Percentage of reduction in research and development costs | 45.00% | ||
Tax incentive receivable | $ 1,323 | $ 391 |
Quarterly Financial Data - Sche
Quarterly Financial Data - Schedule of Unaudited Consolidated Financial Statements (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenue | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Operating expenses | 23,246 | 19,717 | 17,610 | 13,240 | 10,664 | 14,361 | 5,986 | 4,521 | 73,813 | 35,532 | 13,780 |
Net loss attributable to common stockholders | $ (23,174) | $ (19,884) | $ (17,756) | $ (13,472) | $ (10,931) | $ (14,689) | $ (6,443) | $ (4,507) | $ (74,286) | $ (36,570) | $ (14,240) |
Net loss per share attributable to common stockholders, basic and diluted | $ (0.85) | $ (0.73) | $ (0.66) | $ (0.53) | $ (0.48) | $ (0.65) | $ (2.96) | $ (6.18) | $ (2.78) | $ (3) | $ (19.53) |
Weighted average common shares outstanding, basic and diluted | 27,238,079 | 27,138,667 | 27,011,960 | 25,615,282 | 22,783,817 | 22,707,012 | 2,178,465 | 729,391 | 26,756,079 | 12,189,155 | 729,001 |